Annual Report and Form 10-K
2007
FINANCIAL HIGHLIGHTS
continuing operations
(dollars in millions, except per share amounts)
Sales
$4,111.5
$4,556.4
$5,003.9
2005
2006
2007
Segment operating earnings
Income from continuing operations1
Diluted earnings per share from
continuing operations1
Sales by segment:
Architecture & Software
Control Products & Solutions
754.2
447.7
873.8
529.3
984.7
569.3
2.39
2.94
3.53
$1,917.7
$2,059.2
2,193.8
2,497.2
$2,221.3
2,782.6
1 Includes costs of $43.5 million ($27.7 million after tax, or $0.17 per diluted share) in 2007 related
to various restructuring activities designed to execute on our cost productivity initiatives and to
advance our globalization strategy.
Amounts presented for 2006 are before the cumulative effect of an accounting change.
Sales 1 (dollars in millions)
2005
2006
2007
$4,111.5
$4,556.4
$5,003.9
Operating Earnings 1 (dollars in millions)
2005
2006
2007
$754.2
$873.8
$984.7
Architecture & Software
Control Products & Solutions
Sales per Employee 1 (dollars in thousands)
2005
2006
2007
$237
$245
$250
Free Cash Flow 1 (dollars in millions)
2005
2006
2007
$238.42
$445.6
$531.0
1 Continuing operations.
2 Includes a $450 million pension contribution.
To Our Shareowners:
I am pleased to report that fi scal 2007 was another
excellent year for Rockwell Automation. Our businesses
executed extremely well and delivered the results we
expect from our powerful business model. We believe
this performance refl ects the long-term potential of
our company and, again, validated our growth and
performance strategy.
Fiscal 2007 also witnessed a very big “stairstep” in the
transformation of Rockwell Automation. With the sale of
Power Systems, we further accelerated our shift from a
U.S.-based hardware company to a more global technology-
driven enterprise focused on integrated architecture,
control products and automation solutions and services.
We also continued to evolve our business model to
focus on ever-higher levels of diff erentiation through
technology leadership and innovation.
When we sold Power Systems, we introduced two new
reporting segments: Architecture & Software and Control
Products & Solutions. The Architecture & Software
segment contains all the elements of our integrated
control and information architecture capable of
connecting customers’ entire manufacturing enterprise.
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.
The bottom line is that Rockwell Automation is the largest
“pure play” industrial automation company in the world
and becoming an increasingly intellectual capital business.
Today, the vast majority of our value is based on people,
technology, domain expertise and what we know,
not just what we make. Critical to our future is the
business model that has allowed us to consistently
Keith D. Nosbusch
Chairman of the Board and
Chief Executive Offi cer
AT A GLANCE
Annual Sales:
$5 billion
Global Headquarters:
Milwaukee, Wisconsin, USA
Trading Symbol:
NYSE: ROK
Employees:
About 20,000
Serving customers in more
than 80 countries.
generate cash, reinvest that cash into organic growth
• Diluted earnings per share from continuing
opportunities and acquisitions, and return excess cash
operations were $3.70, up 29 percent;1
to shareowners through dividends and share buy-
• Free cash fl ow from continuing operations was
backs. Our dedicated, innovative employees remain
$531 million, or approximately 93 percent of
intensely focused on delivering both signifi cant
income from continuing operations, refl ecting
bottom-line business benefi ts to our customers
and long-term value to our shareowners.
high quality earnings;
• Return on invested capital improved 2 points
to more than 24 percent.2
2007 FINANCIAL PERFORMANCE
How did we do it? Our entire organization was
Our very strong 2007 fi nancial performance
refl ects this customer and shareowner focus:
• Revenues were $5 billion, up 10 percent;
focused on driving organic growth. With a business
model that makes maximizing organic revenue
growth our most potent value creation option,
our goal is to generate sustainable, above market
• Segment operating margins improved to
revenue growth.
almost 20 percent;
LONG-TERM GROWTH AND
PERFORMANCE STRATEGY
3
EXPANDING OUR SERVED MARKET
ENHANCING MARKET ACCESS
REGIONAL EXPANSION AND
GLOBALIZATION
CATALYTIC ACQUISITIONS
MATURING PRODUCTIVITY CULTURE
FOCUSING ON CORPORATE BEST
PRACTICES/RESPONSIBILITY
INCREASING INTELLECTUAL
CAPITAL BUSINESS
“We continued to enhance our market access and diversify our
revenue base through broader services and solutions capabilities,
driving more growth from both consumer and resource-based
industries and from a global OEM machine builder focus.”
In 2007, we accelerated our eff orts to diversify
EXPANDING OUR SERVED MARKET
our revenue base and continued to expand our
go-to-market approaches designed to support our
growth initiatives. We expanded our served markets,
enhanced market access and strengthened our
market presence outside North America. We also
We continued to grow our served markets by
expanding our successful Logix control platform, and
investing in growth initiatives such as process control,
safety and manufacturing information software.
took a more aggressive posture on acquisitions.
Increasingly, our customers are looking to connect
4
At the same time, we continued to execute on
our three to four percent annual cost productivity
initiatives. Our maturing productivity culture
continued to generate savings that we used to
fund growth initiatives. We also continued to
increase our return on invested capital.
the plant fl oor to the enterprise and external supply
chain for optimal production effi ciencies. The Logix
architecture eff ectively links the plant fl oor to the
rest of the enterprise by combining world-leading
integrated control with contemporary software
and open standard Ethernet networks.
Further expansion into the process control
and solutions capabilities, driving more growth
and manufacturing information markets was
from both consumer and resource-based industries
accomplished through internal developments,
and from a global OEM machine builder focus.
strategic partnerships and acquisitions. These
investments strengthened our market position,
allowing us to win business at key customers in
the food, beverage, life sciences and oil and gas
industries. DuPont’s qualifi cation of Rockwell
Automation as an approved vendor for process
control solutions was a major achievement that
validated our strategy. Today, process is our largest
This go-to-market diversifi cation is the second key
strategy driving organic revenue growth. It allows
us to diff erentiate our product portfolio, achieve
greater customer intimacy at current accounts,
and enter new accounts. More importantly,
we deliver value by helping our customers
achieve faster time to market, lower total cost of
growth initiative, with sales exceeding $400 million.
ownership, improve asset utilization and reduce
The Logix architecture also positions us for growth
in the evolving manufacturing information software
market. Our FactoryTalk® integrated production and
manufacturing business risks. Our services and
solutions sales grew approximately 14 percent
compared to a year ago.
performance software suite allows our customers
Additionally, we continued to invest in developing
to seamlessly integrate plant fl oor information
industry specifi c applications and domain expertise
with their business systems and supply chains to
to better anticipate and address the manufacturing
5
increase productivity and enable real-time business
problems and business needs of our customers.
decisions. We believe this emerging market holds
We are developing this expertise across many
great promise for us.
ENHANCING MARKET ACCESS
We continued to enhance our market access and
diversify our revenue base through broader services
industries with a focus on food, beverage, automotive,
life sciences, consumer goods and oil and gas
markets. Our investments in vertical industries are
gaining traction with life sciences growing more
than 30 percent in fi scal 2007.
Closely aligned with our vertical strategy is an
than 46 percent of our total sales moving us closer
expanded focus on serving OEM machine builders
to our 50 percent goal.
in the process, manufacturing assembly, packaging,
converting print/web and material handling
industry segments. Our OEM customers are under
extreme cost pressure and need to reduce the
time it takes to introduce new machines. We are
capitalizing on the scalability of the Logix technology
and integrating that with motion, safety and
services to meet the unique needs of OEMs and
Organic revenues in our European region grew 14
percent3, the fastest pace since 2000. We benefi ted
from continued investment in new selling resources,
intensifi ed focus on selling Logix and our ability to
increase adoption of our platforms at OEMs.
We also expanded our presence in the fast growing
Eastern European and Russian markets.
help customers enhance their machine performance
Our growth in other emerging markets also gained
and increase their bottom lines. We have segmented
traction. Organic revenues in Latin America, paced
the OEM market along applications and aligned
by strong customer demand in Mexico and Brazil,
our selling resources. This disciplined focus resulted
grew 19 percent3 to $323 million. We benefi ted
in 20 percent growth from our more than 1,000
primarily from increased project activity in resource-
targeted accounts in fi scal 2007.
based industries. India and China led our growth
6
REGIONAL EXPANSION AND
GLOBALIZATION
in Asia, growing at 21 percent3 and 11 percent3
respectively. While we saw some deceleration in
our rate of growth overall in Asia, we continued
to invest in new products, local manufacturing,
During 2007, we continued to expand our
logistics, channel development, service capabilities
presence in all regions and captured key growth
and general management acumen. Our objective is
opportunities in Europe, Latin America and other
to position the business for long-term success and
markets. Revenues outside the U.S. totaled more
greater shares of these fast-growing markets.
“During 2007, we continued to expand our presence in all
regions and captured key growth opportunities in Europe,
Latin America and other markets.”
In 2007, we also advanced to the next stage of
also provide application engineering of motor
globalizing our business model. This extends far
control centers and engineered systems.
beyond sales and support activities and includes local
business management, regional development
resources and infrastructure, all with the intention
to bring us closer to our customers.
Going forward, we are committed to further
globalizing our business model and diversifying
our customer base. We will reconfi gure our global
operations footprint to support productivity
In 2007, we expanded our Asian business center in
and supply chain simplifi cation, realize growth
Singapore to have global product line management
initiatives in emerging markets and improve
for small logic controllers and other key products.
our ability to meet customers’ expectations.
7
We also opened a new business center in Katowice,
Our shareowners will benefi t from the revenue
Poland where we hired approximately 400 people
diversifi cation that comes with these actions.
for business administration, marketing, product
and software development, as well as the manufacture
of motor control centers and medium voltage drives.
CATALYTIC ACQUISITIONS
Similarly, we located one of our components
We also took a more aggressive posture on
businesses in Shanghai, China. This facility will
acquisitions to act as a catalyst for additional growth.
32416_interior.indd_p7 7
32416_interior.indd_p7 7
12/5/07 4:48:32 PM
12/5/07 4:48:32 PM
“Continuous improvement is now ingrained in all aspects
of our business and has become an important part of our culture.
This company-wide approach provides signifi cant operating
leverage and additional resources to reinvest in growth.”
We adopted a new process to identify and
our position as a leading solutions delivery com-
prioritize a broader universe of potential acquisition
pany in the growing life sciences industry.
candidates that will complement and accelerate
our organic growth initiatives.
We recently made strategic acquisitions that fi lled
important gaps in our technology and expanded
8
our ability to deliver solutions to our customers
globally. Our acquisition of ICS Triplex provided
us with critical control and safety solutions for the
process industries. With 40 years of experience, ICS
Triplex develops, delivers and maintains advanced
products and high availability, fault-tolerant
solutions for applications in the oil and gas,
chemical and power generation industries.
We acquired ProsCon Holdings Limited to solidify
MATURING PRODUCTIVITY CULTURE
We remain committed to building a more valuable
enterprise and to driving growth and productivity
simultaneously. We benefi ted from a disciplined
productivity mind-set, and drove four percent cost
productivity last year. Continuous improvement
is now ingrained in all aspects of our business
and has become an important part of our culture.
This company-wide approach provides signifi cant
operating leverage and additional resources to
reinvest in growth.
Our on-going target is three to four percent
far beyond the traditional notion that ethics and
annual cost productivity. At the same time, we
compliance are merely about reducing risks:
will further transform to an organization that
thrives on effi cient end-to-end business processes.
• Stronger customer relationships as we work
together to make their factories safer, more
We will leverage common, best-in-class tools and
energy effi cient and more environmentally
practices across the company. All of this, combined
responsible.
with our emerging global manufacturing footprint,
• Committed, engaged employees who are proud
refl ects our commitment to improve our customers’
to work at Rockwell Automation.
experience in all aspects of our business.
• More sustainable returns for shareowners.
FOCUSING ON CORPORATE BEST
PRACTICES/RESPONSIBILITY
I hope you will review our corporate responsibility
reports on our website. These reports explain what
we are doing and provide metrics on the eff ectiveness
We live and work in a transparent world, where
of those eff orts.
stakeholders expect our company and all of our
employees to conduct ourselves ethically and to
live up to our corporate responsibilities. We strive
to live up to that expectation in everything we
do. Indeed, we believe that there is a competitive
advantage in our culture of integrity, our emphasis
on compliance, and our embrace of social
responsibilities. We see multiple business benefi ts
from this culture of doing what is right, which go
9
OUTLOOK
We are pleased with the results we delivered and
global presence have created more worldwide
the shareowner value we generated during 2007,
opportunities for growth than ever before. As we
while continuing to transform our company.
look into 2008 and beyond, our strategy is to ensure
We invested in new technologies and continued
that existing and planned growth investments are
to expand our footprint beyond discrete control,
aimed directly at driving long-term, sustainable
evolving into the process control and manufacturing
growth. We remain intensely focused on executing
information markets. We continued to invest in new
our growth and productivity initiatives and are
geographies and market access with sales outside
committed to accelerating top-line growth while
the U.S. reaching more than 46 percent. We continued
maintaining best-in-class returns.
to invest in globalizing our business model and
re-constituting our manufacturing footprint in
order to put our resources closer to our customers.
Finally, we made strategic acquisitions, providing
access to new technologies, capabilities and people.
I am extremely proud of the eff orts of our leadership
As we begin a new year, we are excited by the
opportunities ahead to realize our tremendous potential
as a company. On behalf of Rockwell Automation,
I thank you for your ongoing support, and I look
forward to the future with great optimism.
10
team and employees in delivering these results.
Our company is in a strong fi nancial position with
signifi cant operating leverage and outstanding
Sincerely,
cash fl ow. I believe our investments in technology
leadership, expanded served markets and stronger
Keith D. Nosbusch
Chairman and Chief Executive Offi cer
1 Excludes 2007 special charges of $27.7 million after-tax or $0.17
per share and a 2006 gain on sale of investment of $12.0 million
after-tax or $0.07 per share.
2 For a complete defi nition and calculation of Return on Invested
Capital, a non-GAAP fi nancial measure, please see the supplemental
section following the Form 10-K.
3 Organic revenues exclude the eff ect of changes in currency exchange
rates and acquisitions. See Supplemental Sales Information in
Form 10-K for information on this non-GAAP fi nancial measure.
“I believe our investments in technology leadership,
expanded served markets and stronger global presence
have created more worldwide opportunities for growth
than ever before.”
ROCKWELL AUTOMATION CORPORATE OFFICERS
KEITH D. NOSBUSCH
Chairman of the Board and
Chief Executive Offi cer
SUJEET CHAND
Senior Vice President,
Chief Technical Offi cer
JOHN D. COHN
Senior Vice President,
Strategic Development and
Communications
KENT G. COPPINS
Vice President and
General Tax Counsel
THEODORE D. CRANDALL
Senior Vice President and
Chief Financial Offi cer
DAVID M. DORGAN
Vice President and Controller
STEVEN A. EISENBROWN
Senior Vice President
STEVEN W. ETZEL
Vice President and Treasurer
DOUGLAS M. HAGERMAN
Senior Vice President,
General Counsel and Secretary
JOHN P. MCDERMOTT
Senior Vice President
JOHN M. MILLER
Vice President and
Chief Intellectual Property Counsel
RONDI ROHR-DRALLE
Vice President,
Corporate Development
ROBERT A. RUFF
Senior Vice President
SUSAN J. SCHMITT
Senior Vice President,
Human Resources
A. LAWRENCE STUEVER
Vice President and General Auditor
MARTIN THOMAS
Senior Vice President,
Operations and Engineering Services
ROCKWELL AUTOMATION BOARD OF DIRECTORS
KEITH D. NOSBUSCH
Chairman of the Board and
Chief Executive Offi cer
BETTY C. ALEWINE
Retired President and
Chief Executive Offi cer
COMSAT Corporation
VERNE G. ISTOCK
Retired Chairman and
President
Bank One Corporation
BRUCE M. ROCKWELL
Retired Executive Vice President
Fahnestock & Co. Inc.
DAVID B. SPEER
Chairman and
Chief Executive Offi cer
Illinois Tool Works Inc.
JOSEPH F. TOOT, JR.
Retired President and
Chief Executive Offi cer
The Timken Company
BARRY C. JOHNSON, PH.D.
KENNETH F. YONTZ
Retired Dean, College of Engineering
Retired Chairman of the Board
Villanova University
Sybron Dental Specialties, Inc.
WILLIAM T. MCCORMICK, JR.
Retired Chairman and
Chief Executive Offi cer
CMS Energy Corporation
GENERAL INFORMATION
ROCKWELL AUTOMATION
Internet
Global Headquarters
1201 South Second Street
Milwaukee, WI 53204
414.382.2000
www.rockwellautomation.com
INVESTOR RELATIONS
Securities analysts should call:
Rondi Rohr-Dralle
Investor Relations
414.382.8510
CORPORATE PUBLIC RELATIONS
Members of the news media should call:
John A. Bernaden
Corporate Communications
414.382.2555
ANNUAL MEETING
The company’s annual meeting of shareowners
will be held near its Global Headquarters at
The Pfi ster Hotel, 424 E. Wisconsin Avenue,
Log on to www.melloninvestor.com/isd for
convenient access 24 hours a day, 7 days a week
for online services including account information,
change of address, transfer of shares, lost certifi cates,
dividend payment elections and additional
administrative services.
If you are interested in receiving shareowner
information electronically, enroll in MLinksm, a self-
service program that provides electronic notifi cation
and secure access to shareowner communications.
To enroll, follow the MLink enrollment instructions
when you access your shareowner account via
www.melloninvestor.com/isd
Telephone
Call BNY Mellon Shareowner Services at one
of the following numbers:
Inside the United States: 800.204.7800
Outside the United States: 201.680.6578
In Writing
Correspondence about share ownership, dividend
Milwaukee, Wisconsin, at 10 a.m., Wednesday,
payments, transfer requirements, change of
February 6, 2008. A notice of the meeting and
address, lost certifi cates and account status may
proxy materials will be furnished to shareowners
be directed to:
in December 2007.
BNY Mellon Shareowner Services
SHAREOWNER SERVICES
BNY Mellon Shareowner Services, our transfer
agent and registrar, maintains the records for our
registered shareowners and can help you with a
variety of shareowner related services. You can
access your shareowner account in one of the
following three ways:
PO Box 358010
Pittsburgh, PA 15252-8010
Shareowners wishing to transfer stock should send
their written request, stock certifi cate(s) and other
required documents to:
BNY Mellon Shareowner Services
PO Box 358016
Pittsburgh, PA 15252-8016
Registered or overnight mail should be sent to:
program is voluntary, and shareowners of record
BNY Mellon Shareowner Services
may participate or terminate their participation at
500 Ross Street
6th Floor
Pittsburgh, PA 15262
any time. For full details of the program,
direct inquiries to:
Mellon Bank, N.A.
A copy of our annual report (including Form 10-K)
c/o BNY Mellon Shareowner Services
may be obtained without charge by writing to:
PO Box 358035
Rockwell Automation Shareowner Relations
1201 South Second Street, E-7F19
Milwaukee, WI 53204
Or call 414.382.8410. Other investor information is
available in the Investor Relations section of our
website at www.rockwellautomation.com
Pittsburgh, PA 15252-8035
800.204.7800 or 201.680.6578
www.melloninvestor.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Deloitte & Touche LLP
555 East Wells Street, Suite 1400
Shareowners needing further assistance should
contact Rockwell Automation Shareowner Relations
Milwaukee, WI 53202
414.271.3000
TRANSFER AGENT AND REGISTRAR
BNY Mellon Shareowner Services
PO Box 358010
Pittsburgh, PA 15252-8010
800.204.7800 or 201.680.6578
STOCK EXCHANGE
Common Stock (Symbol: ROK)
New York Stock Exchange
by telephone at 414.382.8410 or email at
shareownerrelations@ra.rockwell.com
INVESTOR SERVICES PROGRAM
Under the BNY Mellon Shareowner Services
Program for shareowners of Rockwell Automation,
shareowners of record may select to reinvest all or
a part of their dividends, to have cash dividends
directly deposited in their bank accounts and to
deposit share certifi cates with the agent for
safekeeping. These services are all provided
without charge to the participating shareowner.
In addition, the program allows participating
shareowners at their own cost to make optional
cash investments in any amount from $100 to
$100,000 per year or to sell all or any part of the
shares held in their accounts. Participation in the
Form 10-K
Rockwell Automation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007. Commission file number 1-12383
Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1201 South 2nd Street
Milwaukee, Wisconsin
(Address of principal executive offices)
25-1797617
(I.R.S. Employer
Identification No.)
53204
(Zip Code)
Registrant’s telephone number, including area code:
(414) 382-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $1 Par Value
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes Í
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes ‘
No Í
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes Í
No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. Í
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):
Accelerated Filer ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Large Accelerated Filer Í
Non-accelerated Filer ‘
Act). Yes ‘ No Í
The aggregate market value of registrant’s voting stock held by non-affiliates of registrant on March 31,
2007 was approximately $9.4 billion.
149,225,165 shares of registrant’s Common Stock, par value $1 per share, were outstanding on October 31,
2007.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of registrant
to be held on February 6, 2008 is incorporated by reference into Part III hereof.
FORWARD-LOOKING STATEMENTS
PART I
This Annual Report contains statements (including certain projections and business trends) that are
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as
“believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend” and other similar expressions
may identify forward-looking statements. Actual results may differ materially from those projected as a result of
certain risks and uncertainties, many of which are beyond our control, including but not limited to:
• 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 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;
• 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;
• successful execution of our cost productivity and our globalization initiatives;
• our ability to execute strategic actions, including acquisitions and integration of acquired businesses; and
• other risks and uncertainties, including but not limited to those detailed from time to time in our
Securities and Exchange Commission filings.
These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise. See Item 1A. Risk Factors for more information.
Item 1. Business
General
Rockwell Automation, Inc. (the Company or Rockwell Automation) is a leading global provider of
industrial automation power, control and information solutions that help manufacturers achieve a competitive
advantage in their businesses. The Company was incorporated in Delaware in 1996 in connection with a tax-free
reorganization completed on December 6, 1996, pursuant to which we divested our former aerospace and defense
businesses (the A&D Business) to The Boeing Company (Boeing). In the reorganization, the former Rockwell
International Corporation (RIC) contributed all of its businesses, other than the A&D Business, to the Company
and distributed all capital stock of the Company to RIC’s shareowners. Boeing then acquired RIC. RIC was
incorporated in 1928.
2
In September 2004, we sold our FirstPoint Contact business. In March 2006, we sold the assets of our
ElectroCraft Engineered Solutions (ElectroCraft) business. Accordingly, we reflect the results of ElectroCraft as
a discontinued operation for all periods presented.
In September 2006, we sold our 50 percent interest in Rockwell Scientific Company LLC (RSC). More
information regarding the sale of our interest in RSC is contained in Note 2 in the Financial Statements.
On January 31, 2007, we divested our Dodge mechanical and Reliance Electric motors and motor repair
services businesses. These were the principal businesses of our former Power Systems operating segment. We
sold these businesses to Baldor Electric Company (Baldor) for $1.8 billion, comprised of $1.75 billion in cash
and approximately 1.6 million shares of Baldor common stock. During 2007, we reported an after-tax gain on the
sale of $868.2 million ($5.39 per diluted share). The results of operations and gain on sale of these businesses are
reported in income from discontinued operations in the Financial Statements for all periods presented. Assets and
liabilities sold are classified as assets available for sale and liabilities associated with assets available for sale in
the Consolidated Balance Sheet as of September 30, 2006.
As used herein, the terms “we”, “us”, “our”, the “Company” or “Rockwell Automation” include subsidiaries
and predecessors unless the context indicates otherwise. Information included in this Annual Report on Form
10-K refers to our continuing businesses unless otherwise indicated.
Whenever an Item of this Annual Report on Form 10-K refers to information in our Proxy Statement for our
Annual Meeting of Shareowners to be held on February 6, 2008 (the 2008 Proxy Statement), or to information
under specific captions in Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations (MD&A), or in Item 8. Financial Statements and Supplementary Data (the Financial Statements),
the information is incorporated in that Item by reference. All date references to years refer to our fiscal year
unless otherwise stated.
Operating Segments
We have two operating segments: Architecture & Software and Control Products & Solutions. In 2007, our
total sales were $5.0 billion. Financial information with respect to our operating segments, including their
contributions to sales and operating earnings for each of the three years in the period ended September 30, 2007,
is contained under the caption Results of Operations in MD&A, and in Note 18 in the Financial Statements.
Architecture & Software
Our Architecture & Software operating segment recorded sales of $2.2 billion (44 percent of our total sales)
in 2007. The Architecture & Software segment contains all elements of our integrated control and information
architecture capable of connecting the customer’s entire manufacturing enterprise.
• Architecture & Software’s 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 and Software’s products include control platforms, software, I/O devices, communication
networks, high performance rotary and linear motion control systems, electronic operator interface
industrial computers and machine safety
devices, condition based monitoring systems, sensors,
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.
The major competitors of our Architecture & Software operating segment include Emerson Electric Co.,
Mitsubishi Corp., Omron Corp., Schneider Electric SA and Siemens AG.
3
Architecture & Software’s products are marketed primarily under the Allen-Bradley® and Rockwell
Software® brand names. Major markets served include food and beverage, automotive, water/wastewater, oil and
gas and home and personal care.
Architecture & Software is headquartered in Mayfield Heights, Ohio and has operations in North America,
Europe, Middle East and Africa, Asia-Pacific and Latin America.
Control Products & Solutions
Our Control Products & Solutions operating segment recorded 2007 sales of $2.8 billion (56 percent of our
total sales). 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, contactors, push buttons, signaling devices,
termination and protection 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 maximize a customer’s automation investment and provide total life-cycle
support, including multi-vendor customer technical support and repair, asset management, training and
predictive and preventative maintenance.
The major competitors of the Control Products & Solutions operating segment include ABB Ltd, Eaton
Corporation, Emerson Electric Co., General Electric, Honeywell International, Invensys, Schneider Electric SA
and Siemens AG.
Control Products & Solutions products are marketed primarily under the Allen Bradley® brand name. Major
markets served include food and beverage, automotive, oil and gas, mining and home and personal care.
Control Products & Solutions is headquartered in Milwaukee, Wisconsin and has operations in North
America, Europe, Middle East and Africa, Asia-Pacific and Latin America.
Geographic Information
In 2007, sales to customers in the United States accounted for 54 percent of our total sales. Our principal
markets outside of the United States are in Canada, Italy, China, the United Kingdom, Germany, Brazil,
Australia, Korea and France. See Item 1A. Risk Factors for a discussion of risks associated with our operations
outside of the United States. Sales and property information by major geographic area for each of the past three
years is contained in Note 18 in the Financial Statements.
Competition
Depending on the product or service involved, our competitors range from large diversified businesses that
sell products outside of industrial automation, to smaller companies specializing in niche products and services.
Factors that influence our competitive position are our broad product portfolio and scope of solutions, technology
leadership, knowledge of customer applications, large installed base, established distribution network, quality of
products and services, price and global presence.
4
Distribution
In North America, we sell our products primarily through independent distributors that typically do not
carry products that compete with Allen-Bradley® products. We sell
large systems and service offerings
principally through a direct sales force, though opportunities are sometimes sourced through distributors or
system integrators. Outside the United States, we sell products through a combination of direct sales, sales
through distributors and sales through system integrators.
Research and Development
Our research and development spending for the years ended September 30, 2007, 2006 and 2005 was $143.1
million, $148.5 million, and $128.0 million, respectively. Customer-sponsored research and development was not
significant in 2007, 2006, or 2005.
Employees
At September 30, 2007 we had approximately 20,000 employees. Approximately 10,500 were employed in
the United States, and, of these employees, about three percent were represented by various local or national
unions.
Raw Materials and Supplies
We purchase many items of equipment, components and materials used to produce our products from
others. The raw materials essential to the conduct of each of our business segments generally are available at
competitive prices. Although we have a broad base of suppliers and subcontractors, we depend upon the ability
of our suppliers and subcontractors to meet performance and quality specifications and delivery schedules. See
Item 1A. Risk Factors for a discussion of risks associated with our reliance on third party suppliers.
Backlog
Our total order backlog at September 30 was (in millions):
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$119.0
796.7
$107.6
525.4
$915.7
$633.0
2007
2006
Backlog is not necessarily indicative of results of operations for future periods due to the short-cycle nature
of most of our sales activities.
Environmental Protection Requirements
Information about the effect of compliance with environmental protection requirements and resolution of
environmental claims is contained in Note 17 in the Financial Statements. See also Item 3. Legal Proceedings.
Patents, Licenses and Trademarks
We own or license numerous patents and patent applications related to our products and operations. Various
claims of patent infringement and requests for patent indemnification have been made to us. We believe that
none of these claims will have a material adverse effect on our financial condition. While in the aggregate our
patents and licenses are important in the operation of our business, we do not believe that loss or termination of
any one of them would materially affect our business or financial condition. See Item 1A. Risk Factors for a
discussion of risks associated with our intellectual property.
5
The Company’s name and its registered trademark “Rockwell Automation®” is important to each of our
business segments. In addition, we own other important trademarks that we use, such as “Allen-Bradley®,”
“A-B®” and “ICS Triplex™” for electronic controls and systems for industrial automation, and “Rockwell
Software®” for our software products.
Seasonality
Our business segments are not subject to significant seasonality. However, the calendarization of our results
can vary and may be affected by the seasonal capital spending patterns of our customers due to their annual
capital budgeting processes and their working schedules combined with seasonal changes in the composition of
the products and services our customers purchase.
Available Information
We maintain an Internet site at http://www.rockwellautomation.com. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), as well as our
annual report to shareowners and Section 16 reports on Forms 3, 4 and 5, are available free of charge on this site
as soon as reasonably practicable after we file or furnish these reports with the Securities and Exchange
Commission (SEC). All reports we file with the SEC are also available free of charge via EDGAR through the
SEC’s website at http://www.sec.gov. Our Guidelines on Corporate Governance and charters for our Board
Committees are also available at our Internet site. These Guidelines and charters are also available in print to any
shareowner upon request. The information contained on and linked from our Internet site is not incorporated by
reference into this Annual Report on Form 10-K.
The certifications of our Chief Executive Officer and Chief Financial Officer required pursuant to Sections
302 and 906 of the Sarbanes-Oxley Act of 2002 are included as Exhibits to this Annual Report on Form 10-K and
were included as Exhibits to each of our Quarterly Reports on Form 10-Q filed during 2007. Our Chief Executive
Officer certified to the New York Stock Exchange (NYSE) on March 8, 2007 pursuant to Section 303A.12 of the
NYSE’s listing standards, that he was not aware of any violation by the Company of the NYSE’s corporate
governance listing standards as of that date.
Item 1A. Risk Factors
Our business, financial condition, operating results and cash flows can be impacted by numerous factors,
many of which are beyond our control, including those set forth below and elsewhere in this Annual Report on
Form 10-K. These and other risks and uncertainties could cause our results to vary materially from recent results
or from our anticipated future results.
We generate a substantial portion of our revenues from international sales and are subject to the risks of
doing business outside of the United States.
Approximately 46 percent of our revenues in 2007 were outside of the U.S. Future growth rates and success
of our business depend in large part on continued growth in our non-U.S. sales. Numerous risks and uncertainties
affect our non-U.S. operations. These risks and uncertainties include political and economic instability, changes
in local governmental laws, regulations and policies, including those related to tariffs, investments, taxation,
trade controls, employment regulations and repatriation of earnings, and enforcement of contract and intellectual
property rights. International transactions may also involve increased financial and legal risks due to differing
legal systems and customs, including risks of non-compliance with U.S. and local laws affecting our activities
abroad. In addition, we are affected by changes in foreign currency exchange rates, inflation rates and interest
rates. While these factors and their impacts are difficult to predict, any one or more of them could adversely
affect our business, financial condition or operating results.
6
An inability to anticipate changes in customer preferences could result in decreased demand for our
products.
Our success depends in part on our ability to anticipate and offer products that appeal to the changing needs
and preferences of our customers in the various markets we serve. Developing new products requires high levels
of innovation and the development process is often lengthy and costly. If we are not able to anticipate, identify,
develop and market products that respond to changes in customer preferences, demand for our products could
decline and our operating results would be adversely affected.
General economic, business or industry conditions may result in a decrease in our revenues and
profitability.
Demand for our products is sensitive to changes in levels of global industrial production. As economic
activity slows down or credit markets tighten, companies tend to reduce their levels of capital spending, resulting
in decreased demand for our products. If this occurs, our revenues and profitability may be negatively affected.
Information technology infrastructure failures could significantly affect our business.
We depend heavily on our information technology infrastructure in order to achieve our business objectives.
If we experience a problem that impairs this infrastructure, such as a computer virus, a problem with the
functioning of an important IT application, or an intentional disruption of our IT systems, the resulting disruptions
could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry
on our business in the ordinary course. Any such events could cause us to lose customers or revenue and could
require us to incur significant expense to eliminate these problems and address related security concerns.
We are implementing a global Enterprise Resource Planning (ERP) system that will redesign and deploy
new processes, organization structures and a common information system over a period of several years. Our first
significant roll-outs of the system occurred at several of our U.S. locations in fiscal 2007, and will continue at
additional locations in 2008. As we implement the ERP system, the new system may not perform as expected.
This could have an adverse effect on our business.
There are additional risks in our growing solutions businesses.
Risks inherent in the sale of systems and solutions include assuming greater responsibility for project
completion and success, defining and controlling contract scope, efficiently executing projects, and managing the
efficiency and quality of our subcontractors. Our inability to control, manage, and mitigate these risks could
adversely affect our results of operations.
The global industrial automation power, control and information products and services industry is highly
competitive.
We face strong competition in all of our market segments in several significant respects, including pricing,
product performance, quality, developing integrated systems and applications that address the business
challenges faced by our customers, and customer service. The relative importance of these factors differs across
the markets and product areas that we serve. Price competition in our served markets is intense. We seek to
maintain acceptable pricing levels by continually developing advanced technologies for new products and
product enhancements and offering complete solutions for our customers’ business problems. If we fail to keep
pace with technological changes or provide high quality products and services, we may experience price erosion
and lower revenues and margins. We expect the level of competition to remain high in the future, which could
limit our ability to maintain or increase our market share or profitability.
A disruption to our distribution channel could have an adverse effect on our operating results.
In the United States and Canada, approximately 85 percent of our sales are through a limited number of
third party distributors. While we maintain the right to appoint new distributors, any unplanned disruption to the
existing channel could adversely affect our revenues and profitability. A disruption could be caused by the sale of
a distributor to a competitor, financial instability of the distributor, or other events.
7
Potential liabilities and costs from litigation (including asbestos claims) could adversely affect our business.
Various lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of
our business, including those pertaining to product liability, safety and health, employment and contract matters.
We have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that
was used in certain of our products many years ago. The uncertainties of litigation (including asbestos claims) and
the uncertainties related to the collection of insurance coverage make it difficult to predict the ultimate resolution.
The inability to secure and maintain rights to intellectual property could harm our business and our
customers.
We own the rights to many patents, trademarks, brand names and trade names that are important to our
business. The loss of patents or licenses used in principal portions of our business may have an adverse effect on
our results of operations. Expenses related to enforcing our intellectual property rights could be significant. In
addition, others may assert intellectual property infringement claims against us or our customers. We regularly
provide a limited intellectual property indemnity in connection with our terms and conditions of sale to our
customers and in other types of contracts with third parties. Indemnification payments and legal costs to defend
claims could have an adverse effect on our business.
We rely on third party suppliers, which creates certain risks and uncertainties.
Our manufacturing processes require that we buy a high volume of equipment, components and materials
from third party suppliers. Our reliance on these suppliers involves certain risks, including:
• the cost of these purchases may change due to inflation, exchange rates or other factors;
• poor quality can adversely affect the reliability and reputation of our products; and
• a shortage of components or materials could adversely affect our manufacturing efficiencies and delivery
capabilities, which could reduce sales and profitability.
Any of these uncertainties could adversely affect our profitability and ability to compete. We also maintain
several single-source supplier
relationships, because either alternative sources are not available or the
relationship is advantageous due to performance, quality, support, delivery, capacity, or price considerations.
Unavailability or delivery delays of single-source components or products could adversely affect our ability to
ship the related product in desired quantities and in a timely manner. The effect of unavailability or delivery
delays would be more severe if associated with our higher volume and more profitable products. Even where
alternative sources of supply are available, qualifying the alternate suppliers and establishing reliable supplies
could cost more or could result in delays and a loss of revenues.
Potential liabilities and costs for environmental remediation could adversely affect our business.
Our operations, both in the United States and abroad, are subject to regulation by various environmental
regulatory authorities concerned with the impact of the environment on human health, the limitation and control
of emissions and discharges into the air, ground and waters, the quality of air and bodies of water, and the
handling, use and disposal of specified substances. Environmental laws and regulations can be complex and may
change. Our financial responsibility for the cleanup or other remediation of contaminated property or for natural
resource damages may extend to previously owned or used properties, waterways and properties owned by
unrelated companies or individuals, as well as properties that we currently own and use, regardless of whether the
contamination is attributable to prior owners. We have been named as a potentially responsible party at cleanup
sites and may be so named in the future, and the costs associated with these current and future sites may be
significant.
We must successfully defend any claims from taxing authorities related to our current and divested
businesses to avoid an adverse effect on our tax expense and financial position.
We conduct business in many countries, which requires us to interpret the income tax laws and rulings in
each of those taxing jurisdictions. Due to the subjectivity of tax laws between those jurisdictions as well as the
8
subjectivity of factual interpretations, our estimates of income tax liabilities may differ from actual payments or
assessments. Claims from taxing authorities related to these differences could have an adverse impact on our
operating results and financial position. In connection with the divestiture of certain businesses in prior years, we
retained tax liabilities and the rights to tax refunds for periods before the divestitures. As a result, from time to
time, we may be required to make payments related to tax matters associated with those divested businesses.
Our competitiveness depends on successfully executing on our globalization and cost productivity
initiatives.
Our globalization strategy includes localization of our products and services to be near our customers and
identified growth opportunities. Localization of our products and services includes expanding our capabilities,
including supply chain and sourcing activities, product design, manufacturing, engineering, marketing and sales
and support. These activities expose us to risks, including those related to political and economic uncertainties,
transportation delays, labor market disruptions, and challenges to protect our intellectual property. In addition,
we continue with our initiative to invest in actions to reduce our cost structure. The failure to achieve our
objectives on these initiatives could have an adverse effect on our operating results.
We face the potential harms of natural disasters, terrorism, acts of war, international conflicts or other
disruptions to our operations.
Natural disasters, acts or threats of war or terrorism, international conflicts, and the actions taken by the
United States and other governments in response to such events could cause damage to or disrupt our business
operations, our suppliers or our customers, and could create political or economic instability, any of which could
have an adverse effect on our business. Although it is not possible to predict such events or their consequences,
these events could decrease demand for our products, make it difficult or impossible for us to deliver products, or
disrupt our supply chain.
Our business success depends on attracting and retaining qualified personnel.
Our success depends in part on the efforts and abilities of our senior management team and key employees.
Their skills, experience and industry contacts significantly benefit our operations and administration. The failure
to attract and retain members of our senior management team and key employees could have a negative effect on
our operating results.
Risks associated with acquisitions could have an adverse effect on us.
We have acquired, and will continue to acquire, businesses in an effort to enhance shareowner value.
Acquisitions involve risks and uncertainties, including:
• difficulties in integrating the acquired business, retaining the acquired business’ customers, and achieving
the expected benefits of the acquisition, such as revenue increases, cost savings and increases in
geographic or product presence, in the desired time frames;
• loss of key employees of the acquired business;
• difficulties implementing and maintaining consistent standards, controls, procedures, policies and
information systems; and
• diversion of management’s attention from other business concerns.
Future acquisitions could cause us to incur debt, dilution, contingent liabilities, increased interest expense,
restructuring charges and amortization expenses related to intangible assets.
Item 1B. Unresolved Staff Comments
None.
9
Item 2. Properties
At September 30, 2007, we operated 53 plants, principally in North America. We also had 267 sales and
administrative offices and a total of 26 warehouses, service centers and other facilities. The aggregate floor space
of our facilities was approximately 10.2 million square feet. Of this floor space, we owned approximately 24
percent and leased approximately 76 percent. Manufacturing space occupied approximately 4.1 million square
feet. Our Architecture & Software segment occupied approximately 0.8 million square feet, our Control
Products & Solutions segment occupied approximately 2.8 million square feet and the remaining approximately
0.5 million square feet of manufacturing space was shared by our operating segments. At September 30, 2007,
approximately 311,000 square feet of floor space was not in use, mostly in owned facilities.
In November 2005, we sold and leased back 8 properties in North America comprising approximately
1.6 million square feet. See Note 17 in the Financial Statements for more information.
There are no major encumbrances (other than financing arrangements, which in the aggregate are not
significant) on any of our plants or equipment. In our opinion, our properties have been well maintained, are in
sound operating condition and contain all equipment and facilities necessary to operate at present levels.
Item 3. Legal Proceedings.
Rocky Flats Plant. RIC operated the Rocky Flats Plant (the Plant), Golden, Colorado, from 1975 through
December 1989 for the Department of Energy (DOE). Incident to Boeing’s acquisition of RIC in 1996, we
assumed and agreed to indemnify RIC and Boeing for any liability arising out of RIC’s activities at the Plant to
the extent such liability is not assumed or indemnified by the government, and RIC and Boeing assigned to us the
right to any reimbursements or other proceeds to which they might be entitled under RIC’s Rocky Flats contracts
with the DOE.
On January 30, 1990, a class action was filed in the United States District Court for the District of Colorado
against RIC and another former operator of the Plant. The action alleges the improper production, handling and
disposal of radioactive and other hazardous substances, constituting, among other things, violations of various
environmental, health and safety laws and regulations, and misrepresentation and concealment of the facts
relating thereto. On October 8, 1993, the court certified separate medical monitoring and property value classes.
On February 14, 2006, a jury empanelled to try certain of the class action plaintiffs’ property damage claims
found the contractor defendants liable for trespass and nuisance, and awarded $176 million in compensatory
damages and $200 million in punitive damages against the two defendants collectively. The jury also found RIC
to be 10% responsible for the trespass and 70% responsible for the nuisance. No appealable judgment has been
entered on the jury verdict, in part because the court has yet to decide how the damages are to be allocated
between the defendants and among the plaintiff class members. Appeals are likely after judgment is entered.
Effective August 1, 1996, the DOE assumed control of the defense of the contractor defendants, including RIC,
in the action and has either reimbursed or paid directly the costs of RIC’s defense. We believe that RIC is entitled
under applicable law and its contract with the DOE to be indemnified for the verdict and other costs associated
with this action.
On November 13, 1990, RIC was served with another civil action brought against it in the same court by
James Stone, claiming to act in the name of the United States, alleging violations of the U.S. False Claims Act in
connection with its operation of the Plant (and seeking treble damages and forfeitures). On December 6, 1995,
the DOE notified RIC that it would no longer reimburse costs incurred by RIC in defense of the action. On
November 19, 1996,
the court granted the Department of Justice leave to intervene in the case on the
government’s behalf. On April 1, 1999 a jury awarded the plaintiffs approximately $1.4 million in damages. On
May 18, 1999, the court entered judgment against RIC for approximately $4.2 million, trebling the jury’s award
as required by the False Claims Act, and imposing a civil penalty of $15,000. On September 24, 2001, a panel of
the 10th Circuit Court of Appeals affirmed the judgment and held that Mr. Stone was entitled to an award of
attorneys’ fees. On March 27, 2007, the Supreme Court reversed the findings of the lower courts and held that
10
Mr. Stone was not a proper relator with respect to the claims on which RIC was found liable. As a result of this
ruling, RIC will not be liable for Mr. Stone’s attorney’s fees. We are making arrangements to pay $4.2 million
plus interest that RIC now owes to the U.S. government. We believe that RIC is entitled under applicable law and
its contract with the DOE to be indemnified for all costs and any liability associated with this action. However, as
described below, the Civilian Board of Contract Appeals has denied RIC’s claim seeking reimbursement of
certain of those costs.
On January 8, 1991, RIC filed suit in the United States Court of Federal Claims against the DOE, seeking
recovery of $6.5 million of award fees that it alleges are owed to it under the terms of its contract with the DOE
for management and operation of the Plant during the period October 1, 1988 through September 30, 1989. On
January 18, 2007, the Court entered judgment in RIC’s favor, which will require the DOE to pay us $3.1 million,
plus interest since 1991. This judgment is no longer subject to appeal, and we received $6.0 million from the
DOE on July 2, 2007. On May 4, 2005, RIC filed another claim with the DOE, seeking recovery of $11.3 million
in unreimbursed costs incurred in defense of the Stone suit. On September 30, 2005, the DOE Contracting
Officer denied that claim and demanded repayment of $4 million in previously reimbursed Stone defense costs.
On November 10, 2005, RIC appealed both aspects of the Contracting Officer’s decision regarding Stone defense
costs to the Civilian Board of Contract Appeals. On July 9, 2007, the Board ruled that the DOE is entitled to be
repaid the previously reimbursed Stone defense costs and that RIC cannot recover its unreimbursed costs. Further
proceedings before the Board to determine the amount to be repaid are in their early stages. Any appeals from the
Board’s rulings will be filed only after these further proceedings are concluded.
Russellville. On March 24, 1997, the Circuit Court of Franklin County, Kentucky in Commonwealth of
Kentucky, Natural Resources and Environmental Protection Cabinet vs. Rockwell, an action filed in 1986
seeking remediation of PCB contamination resulting from unpermitted discharges of PCBs from a plant in
Russellville, Kentucky owned and operated by RIC’s Measurement & Flow Control Division before its
divestiture in March 1989, entered judgment establishing PCB cleanup levels for the former plant site and certain
offsite property and ordering additional characterization of possible contamination in the Mud River and its flood
plain. The Court deferred any decision to impose civil penalties pending implementation of an appropriate
remediation program. On August 13, 1999, the Court of Appeals affirmed the trial court’s judgment, a ruling that
the Kentucky Supreme Court has let stand. We have been proceeding with remediation and characterization
efforts consistent with the trial court’s ruling. On August 2, 2007, the Court executed and approved a final agreed
order amending the Court’s 1997 judgment. As a result, we paid a civil penalty of $2.0 million and made
donations for Supplemental Environmental Projects (“SEPs”) totaling $5.5 million. We also entered into a
separate agreement with the Kentucky Natural Resource Trustees and paid $2.5 million in natural resource
damages. The final order also replaces the PCB cleanup levels established by the Court in 1997 with the
remediation standards and procedures embodied in a new Kentucky regulation codified at 401 KAR 100:030. We
will continue our remediation efforts under these new standards. This final agreed order dispenses with all issues
remaining open from the Court’s 1997 judgment and conclusively resolves any and all claims by the State of
Kentucky pertaining to the original action.
Asbestos. Like thousands of other companies, 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 majority of cases do not allege exposure to
any asbestos-containing product that we or our predecessors manufactured or sold.
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 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 occurred on January 31, 2007. But in all cases,
for those claimants who do show that they worked with our products or products of divested businesses for which
we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity
of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing
11
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.
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 companies 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.
Foreign Corrupt Practices Act. As a result of an internal review, we determined during the fourth quarter
of 2006 that actions by a small number of employees at certain of our operations in one jurisdiction may have
violated the U.S. Foreign Corrupt Practices Act (FCPA) or other applicable laws. We and some of our
distributors do business in this jurisdiction with government owned enterprises or government owned enterprises
that are evolving to commercial businesses. These actions involved payments for non-business travel expenses
and certain other business arrangements involving potentially improper payment mechanisms for legitimate
business expenses. Special outside counsel has been engaged to investigate the actions and report to the Audit
Committee. Their review is ongoing.
We voluntarily disclosed these actions to the U.S. Department of Justice (“DOJ”) and the Securities and
Exchange Commission (“SEC”) beginning in September 2006. We are implementing thorough remedial
measures, and are cooperating on these issues with the DOJ and SEC. We have agreed to update the DOJ and
SEC periodically regarding any further developments as the investigation continues.
If violations of the FCPA occurred, we may be subject to consequences that could include fines, penalties,
other costs and business-related impacts. We could also face similar consequences from local authorities. We do
not believe the consequences of this investigation, the remediation or any related penalties or business related
impacts will have a material adverse effect on our business, results of operations or financial condition.
Other. Various other 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, environmental, 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.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 2007.
12
Item 4A. Executive Officers of the Company
The name, age, office and position held with the Company and principal occupations and employment
during the past five years of each of the executive officers of the Company as of November 7, 2007 are:
Name, Office and Position, and Principal Occupations and Employment
Keith D. Nosbusch — Chairman of the Board since February 2005 and President and Chief Executive
Officer since February 2004; Senior Vice President and President, Rockwell Automation Control
Systems prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sujeet Chand — Senior Vice President and Chief Technical Officer since September 2005; Vice President
and Chief Technical Officer prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John D. Cohn — Senior Vice President, Strategic Development and Communications . . . . . . . . . . . . . . . . .
Kent G. Coppins — Vice President and General Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Theodore D. Crandall — Senior Vice President and Chief Financial Officer since October 2007; Interim
Chief Financial Officer from April 2007 to October 2007; Senior Vice President since February 2004;
Senior Vice President, Control Products & Solutions (formerly Components and Packaged Applications
Group) prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David M. Dorgan — Vice President and Controller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Age
56
49
53
54
52
43
Steven A. Eisenbrown — Senior Vice President since February 2004; Senior Vice President,
Architecture & Software (formerly Automation Control and Information Group) prior thereto . . . . . . . . .
54
Steven W. Etzel — Vice President and Treasurer since November 2007; Assistant Treasurer from
November 2006 to November 2007; Director, Finance from January 2006 to November 2006; Vice
President, Risk Management and Financial Planning from July 2003 to December 2005; Assistant
Treasurer prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Douglas M. Hagerman — Senior Vice President, General Counsel and Secretary since May 2004;
Litigation partner and Co-Chair of the Securities Litigation, Enforcement and Regulation Practice Group
at Foley & Lardner LLP (law firm) prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John P. McDermott — Senior Vice President since February 2004 and Senior Vice President, Global Sales
and Marketing (formerly Global Sales and Solutions) since October 2005; Senior Vice President, Global
Manufacturing Solutions Group of Rockwell Automation Control Systems prior thereto . . . . . . . . . . . . . .
John M. Miller — Vice President and Chief Intellectual Property Counsel since October 2004; Associate
Intellectual Property Counsel prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rondi Rohr-Dralle — Vice President, Corporate Development
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Robert A. Ruff — Senior Vice President since February 2004; Senior Vice President, Americas Sales prior
thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Susan J. Schmitt — Senior Vice President, Human Resources since July 2007; Director, Human Resources
United Kingdom and European Functions, Kellogg Company (producer of cereal and convenience foods)
from August 2006 to July 2007; Vice President Human Resources, Kellogg Company prior thereto . . . . .
47
46
49
40
51
59
44
A. Lawrence Stuever — Vice President and General Auditor since June 2003; Vice President,
Compensation prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Martin Thomas — Senior Vice President, Operations and Engineering Services since February 2007; Vice
President, Operations and Engineering Services from November 2005 to February 2007; President,
General Electric’s Trailer Fleet Services and Modular Space businesses (leasing for modular space and
tractor trailers) prior thereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
There are no family relationships, as defined by applicable SEC rules, between any of the above executive
officers and any other executive officer or director of the Company. No officer of the Company was selected
pursuant to any arrangement or understanding between the officer and any person other than the Company. All
executive officers are elected annually.
13
PART II
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is listed on the New York Stock Exchange and trades under the symbol “ROK”. On
October 31, 2007, there were 29,941 shareowners of record of our common stock.
The following table sets forth the high and low sales price of our common stock on the New York Stock
Exchange-Composite Transactions reporting system during each quarter of our fiscal years ended September 30,
2007 and 2006:
Fiscal Quarters
2007
2006
High
Low
High
Low
First . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$66.02
65.31
70.71
75.60
$57.26
56.73
57.30
64.28
$60.67
73.96
79.47
74.67
$50.35
58.52
62.61
53.49
We declare and pay dividends at the sole discretion of our Board of Directors. During 2007, we declared
and paid aggregate cash dividends of $1.16 ($0.29 per quarter) per common share. During 2006, we declared and
paid aggregate cash dividends of $0.90 ($0.225 per quarter) per common share. In 2005, we declared and paid
aggregate cash dividends of $0.78 ($0.165 for each of the first and second quarters and $0.225 for each of the
third and fourth quarters) per common share.
The table below sets forth information with respect to purchases made by or on behalf of the Company of
shares of Company common stock during the three months ended September 30, 2007:
Period
Total
Number
of Shares
Purchased(1)
Average
Price Paid
Per Share(2)
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum Approx.
Dollar Value
of Shares
that may yet
be Purchased
Under the Plans or
Programs(3)
July 1 — 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August 1 — 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . .
September 1 — 30, 2007 . . . . . . . . . . . . . . . . . . . . . .
870,000
2,060,600
778,840
$72.33
68.56
68.90
870,000
2,060,600
777,938
$221,201,789
79,917,550
26,323,344
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,709,440
69.52
3,708,538
(1) All of the shares purchased during the quarter ended September 30, 2007 were acquired pursuant to the repurchase programs described in
(3) below, except for 902 shares that we acquired in September 2007 from an employee. These shares were acquired in connection with a
stock swap exercise of employee options and the surrender of shares to us to pay the exercise price.
(2) Average price paid per share includes brokerage commissions.
(3) On September 6, 2006, we initiated a 9 million share repurchase program approved by our Board of Directors effective through
September 30, 2007. On December 6, 2006, the Board of Directors approved our repurchase of up to 3 million additional shares between
December 29, 2006 and December 31, 2007. On February 7, 2007, the Board of Directors approved an additional $1.0 billion of share
repurchases. At this time, no shares remained subject to repurchase under our September 6, 2006 or our December 6, 2006 repurchase
programs. 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 broker’s discretion pursuant to a share repurchase plan subject to price and volume
parameters.
14
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data of our continuing operations. The data
should be read in conjunction with MD&A and the Financial Statements. The consolidated statement of
operations data for each of the following five years ended September 30, the related consolidated balance sheet
data and other data have been derived from our audited consolidated financial statements.
Consolidated Statement of Operations Data:
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before accounting
Year Ended September 30,
2007(a)
2006(b)
2005
2004
2003(c)
(in millions, except per share data)
$5,003.9
63.4
$4,556.4
56.6
$4,111.5
45.8
$3,644.0
41.7
$3,266.3
52.5
change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
569.3
529.3
447.7
316.1
258.9
Earnings per share from continuing operations before
accounting change:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change per diluted
share(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheet Data: (at end of period)
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt and current portion of long-term debt . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Data:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible asset amortization . . . . . . . . . . . . . . . . . .
3.59
3.53
—
1.16
3.00
2.94
(0.10)
0.90
2.45
2.39
—
0.78
1.71
1.65
—
0.66
1.40
1.36
—
0.66
$4,545.8
521.4
405.7
1,742.8
$4,735.4
219.0
748.2
1,918.2
$4,525.1
0.1
748.2
1,649.1
$4,213.3
0.2
757.7
1,861.0
$4,006.3
8.7
764.0
1,586.8
$ 131.0
93.5
24.4
$ 122.3
96.2
21.2
$ 102.7
109.0
18.4
$
70.8
113.2
24.8
$
78.3
119.0
19.9
(a)
(b)
(c)
Includes costs of $43.5 million ($27.7 million after tax, or $0.17 per diluted share) related to various restructuring activities designed to
execute on our cost productivity initiatives and to advance our globalization strategy. See Note 14 in the Financial Statements for more
information.
Includes a gain on sale of our 50 percent interest in Rockwell Scientific Company LLC (RSC) of $19.9 million ($12.0 million after tax,
or $0.07 per diluted share).
Includes a reduction in the income tax provision of $69.4 million, or $0.37 per diluted share, related to the settlement of a U.S. federal
research and experimentation credit refund claim.
(d) Effective September 30, 2006, we adopted Financial Accounting Standards Board (FASB) Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47), which clarifies the guidance included in Statement of Financial Accounting
Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations (SFAS 143). The application of FIN 47 resulted in a charge of
$28.6 million ($17.7 million after tax, or $0.10 per diluted share) in 2006.
15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Non-GAAP Measures
The following discussion includes organic sales and free cash flow, which are non-GAAP measures. See
Supplemental Sales Information for a reconciliation of reported sales to organic sales in addition to a
discussion of why we believe this non-GAAP measure is useful to investors. See Financial Condition for a
reconciliation of cash flows from operating activities to free cash flow and a discussion of why we believe this
non-GAAP measure is useful to investors.
Overview
We are a leading global provider of industrial automation power, control and information products and
services. Overall demand for our products and services is driven by:
• 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, safety 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.
U. S. Industrial Economic Trends
In 2007, sales to U.S. customers accounted for 54 percent of our total sales. The various indicators we use to
gauge the direction and momentum of our served U.S. markets include:
• Industrial Equipment Spending 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. Global
Insights uses this statistic along with other economic indicators to forecast industrial equipment spending.
These measures over the longer term have proven to have reasonable predictive value as a directional
indicator of our domestic growth.
• 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 U.S. customers in their manufacturing base.
• The Manufacturing Purchasing Managers’
Index (PMI), published by the Institute for Supply
Management (ISM), which is an indication of the current and near-term state of manufacturing activity in
the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy
is generally expanding while a measure below 50 indicates that it is generally contracting.
16
The table below depicts the continued general gradual improvement in U.S. Industrial Equipment Spending
since December 2004. Capacity Utilization has remained above 80 percent since December 2005 while the PMI
has sustained a rate over 50 since December 2004. Although we have seen consistent strength over the past few
years in the manufacturing indicators we follow, we are seeing a deceleration in the rate of manufacturing growth
in the North American market.
Equipment
Spending
(in billions)
Industrial
Capacity
Utilization
(percent)
Fiscal 2007
Quarter ended:
September 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$180.4
176.0
168.1
167.5
Fiscal 2006
Quarter ended:
September 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2005
Quarter ended:
September 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note: Economic indicators are subject to revisions by the issuing organizations.
169.2
168.5
161.5
162.8
158.2
150.7
152.6
146.5
82.1
81.8
81.4
81.6
82.0
82.3
81.4
81.3
79.2
80.6
79.9
79.4
PMI
52.0
56.0
50.9
51.4
52.7
54.0
55.3
55.5
57.9
54.1
55.3
58.5
Non-U.S. Regional Trends
In 2007, sales to non-U.S. customers accounted for 46 percent of our total sales. Outside the U.S., demand
for our products and services is principally driven by the strength of the industrial economy in each region and by
our customers’ ability and propensity to invest in their manufacturing assets. These customers may include both
multinational companies with expanding global presence and a growing number of local companies. Recent
strength in demand for our products and services has, in part, been driven by investments in infrastructure in
developing economies, investments in basic materials production capacity in response to higher commodity
pricing and expanding consumer markets. We continued to see strong demand in China, India and Latin America
during 2007. We also saw considerable growth in Europe during 2007, as we benefited from our targeted growth
investments in customer-facing resources and improving macro-economic conditions. We expect strong growth
in Latin America, Europe and the emerging economies in Asia-Pacific to continue into 2008.
17
Revenue by Geographic Region
The table below presents our actual sales for the year ended September 30, 2007 by geographic region and
the change in sales from the year ended September 30, 2006 (in millions, except percentages):
Year Ended
September 30, 2007(1)
Change vs.
Year Ended
September 30, 2006
Change in
Organic Sales
vs. Year Ended
September 30, 2006(2)
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe, Middle East and Africa . . . . . . . . . . . . . . . . .
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Latin America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,687.0
341.1
1,054.2
588.8
332.8
$5,003.9
(1) We attribute sales to the geographic regions based upon country of destination.
3%
3%
27%
13%
23%
10%
3%
(1%)
14%
7%
19%
6%
(2) Organic sales are sales excluding the effect of changes in currency exchange rates and acquisitions. See Supplemental Sales
Information for information on this non-GAAP measure.
Industry Views
We serve customers in a wide range of industries, including consumer, resource-based and transportation.
Our consumer industry customers are engaged in the food and beverage, home and personal care, and life
sciences industries. These customers’ needs include global expansion, incremental capacity from existing
facilities, an increasingly flexible manufacturing environment and regulatory compliance. In addition, these
customers operate in an environment where product innovation and time to market are critical factors. Consumer
products customers’ capital investments are generally less cyclical than those of resource-based customers.
Our customers in resource-based industries, including oil and gas, mining, aggregates, metals, water/
wastewater, forest products and cement, all benefit from higher commodity prices and higher global demand for
basic materials, both of which encourage investment in capacity and productivity in these industries. Higher
energy prices have historically caused customers across all industries to consider investing in more energy-
efficient manufacturing processes and technologies, such as intelligent motor controls.
In transportation, factors such as excess capacity, geographic expansion,
investment
in new model
introductions and more flexible manufacturing technologies affect our sales.
Outlook for 2008
The following is a summary of our key objectives for 2008:
• continue to grow profitably and diversify our business, by aggressively pursuing growth in an expanded
addressable market and enhancing our market access both organically and through synergistic
acquisitions;
• execute our cost productivity initiatives;
• expand our global business footprint with a focus on production efficiencies and enhanced customer
experience;
• remain focused on our ERP system implementation across the globe with minimal disruption to our
business and clients; and
• sustain the growth of our integrated control and information architecture by accelerating the proliferation
and adoption rate and enhancing features and functionality.
18
Our outlook for 2008 is based on anticipated strength in customer demand in Europe and emerging markets.
We believe our investments in technology leadership, expanded served markets and stronger global presence are
creating more worldwide opportunities for growth than ever before, despite a deceleration in the rate of
manufacturing growth in the North American market. This ongoing diversification of our revenue base,
combined with our recent acquisitions, cause us to be optimistic that 2008 will be another good year. We remain
intensely focused on executing our growth and productivity initiatives as we continue to evolve our global
footprint, not just in manufacturing, but in engineering, back office and customer support infrastructure.
As of the date of filing this report, based upon current economic conditions and business trends, we expect
revenue to grow by 10 to 12 percent in 2008. We anticipate acquisitions will contribute approximately 3
percentage points to this growth rate and that our services and solutions business will continue to become a larger
portion of our revenue. We also believe that we will continue to benefit from the strong momentum in our growth
initiatives, particularly process applications and safety. We expect continued growth from the commercial
investments we have made in EMEA and Latin America, continued strength in emerging markets and improved
performance in the Asia-Pacific region, especially China, offset by somewhat slower rates of growth in
developed economies.
As of the date hereof, we also expect 2008 diluted earnings per share to be in the range of $4.25 to $4.45.
This includes an expected effective income tax rate that will average about 28 to 29 percent for the full year,
subject to quarterly variability. We anticipate an earnings benefit from volume leverage, productivity initiatives
and a decrease in our year over year average share count. These items will be partially offset by our investments
in new products, services, technologies and expertise to serve new applications and markets, combined with
inflation in material and employee costs and the globalization of our business model. We also expect acquisitions
will put downward pressure on operating margin and that, combined with purchase accounting expense, will have
a negative impact on diluted earnings per share. We also plan to generate free cash flow of approximately 95
percent of net income in 2008.
19
Summary of Results of Operations
Year Ended September 30,
2007
2006
2005
(in millions)
Sales
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,221.3
2,782.6
$2,059.2
2,497.2
$1,917.7
2,193.8
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,003.9
$4,556.4
$4,111.5
Segment operating earnings(a)
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . .
General corporate-net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special charges(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of investment(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 587.7
397.0
(16.4)
(72.8)
(43.5)
(63.4)
—
$ 533.9
339.9
(10.6)
(90.7)
—
(56.6)
19.9
$ 517.0
237.2
(10.0)
(68.5)
—
(45.8)
—
Income from continuing operations before income taxes and cumulative effect
of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
788.6
(219.3)
735.8
(206.5)
629.9
(182.2)
Income from continuing operations before cumulative effect of accounting
change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations(d)
Cumulative effect of accounting change(e)
569.3
918.5
—
529.3
95.4
(17.7)
447.7
92.3
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,487.8
$ 607.0
$ 540.0
Diluted earnings per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3.53
5.70
—
$
$
2.94
0.53
(0.10)
2.39
0.49
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9.23
$
3.37
$
2.88
Diluted weighted average outstanding shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161.2
179.9
187.2
(a)
Information regarding how we define segment operating earnings is included in Note 18 in the Financial Statements.
(b) Amount in 2007 represents costs ($27.7 million after tax, or $0.17 per diluted share) related to various restructuring activities designed to
execute on our cost productivity initiatives and to advance our globalization strategy. See Note 14 in the Financial Statements for more
information.
(c) Amount in 2006 represents a gain on sale ($12.0 million after tax, or $0.07 per diluted share) related to the sale of our 50 percent interest
in RSC. See Note 2 in the Financial Statements for more information.
(d) See Note 13 in the Financial Statements for a description of items reported as discontinued operations.
(e) Effective September 30, 2006, we adopted FIN 47, resulting in a charge of $28.6 million ($17.7 million after tax, or $0.10 per diluted
share). See Note 17 in the Financial Statements for more information.
20
2007 Compared to 2006
(in millions, except per share amounts)
2007
2006
Change
Sales
Income from continuing operations before accounting change
Diluted earnings per share from continuing operations before accounting change
$5,003.9
569.3
3.53
$4,556.4
529.3
2.94
$447.5
40.0
0.59
Sales
Sales increased 10 percent in 2007 compared to 2006. Organic sales increased 6 percent, as foreign currency
translation and acquisitions added 3 and 1 percentage points to the growth rate, respectively. Sales in the United
States increased 3 percent in 2007 compared to 2006. Full year sales were strong in Europe and Latin America,
as organic growth rates were 14 percent and 19 percent, respectively. Asia Pacific sales grew organically by 7
percent over 2006, while Canada reported a 1 percent decline in organic growth. We continued to see our growth
investments in EMEA, Latin America and in the life sciences industry deliver incremental revenue. These
increases were partially offset by a sales decline in the North American automotive industry due to weakness in
our important Detroit customer base.
General Corporate — Net
General corporate expenses were $72.8 million in 2007 compared to $90.7 million in 2006. The decrease is
due primarily to interest income on the proceeds of the Power Systems sale. Expenses during 2007 also include
charges of $13.9 million related to environmental remediation costs at legacy sites, partially offset by a $12.1
million dividend related to an equity interest we acquired as a result of the divestiture of our FirstPoint Contact
business.
Special Charges
Special charges of $43.5 million include costs related to various restructuring actions designed to execute on
our cost productivity initiatives and to advance our globalization strategy. Actions included workforce
reductions, realignment of administrative functions and rationalization and consolidation of global operations.
We expect total cash expenditures to approximate $39.0 million in connection with these actions, of which we
paid $5.3 million through September 30, 2007. Non-cash special charges include write-downs of certain
inventory, machinery and equipment totaling $4.5 million.
Interest Expense
Interest expense was $63.4 million in 2007 compared to $56.6 million in 2006. The increase was due to
higher average commercial paper borrowings in 2007 as well as higher interest rates associated with our interest
rate swap (see Note 6 in the Financial Statements).
Income Taxes
The effective tax rate for 2007 was 27.8 percent compared to 28.1 percent in 2006. The 2007 effective tax
rate differed from the federal statutory rate of 35 percent because we benefited from lower non-U.S. tax rates,
resolved certain tax matters and claims related to the closure of the 2005 U.S. federal audit cycle and various
state tax audits and made other provision adjustments.
The 2006 effective tax rate was lower than the federal statutory rate of 35 percent because we reversed
$27.2 million ($0.15 per diluted share) of valuation allowances on capital loss carryforwards, settled audit
matters with the U.S. Internal Revenue Service for the years 2003 and 2004, benefited from lower tax rates
outside the U.S., received Foreign Sales Corporation (FSC) and Extra Territorial Income (ETI) tax benefits and
made other provision adjustments.
21
See Note 16 in the Financial Statements for a complete reconciliation of the United States statutory tax rate
to the effective tax rate and more information on tax events in 2007 and 2006 affecting the respective tax rates.
Income from Continuing Operations before Accounting Change
Income from continuing operations in 2007 increased 8 percent from 2006. The increase is due primarily to
increased sales, lower retirement benefits expense, improved operating margins and increased dividend and
interest income, partially offset by special charges, additional environmental charges and higher interest expense.
Discontinued Operations
Amounts reported for discontinued operations primarily relate to the operating results of the principal
businesses of our former Power Systems operating segment for periods before the divestiture and the gain on sale
of the principal businesses of our former Power Systems operating segment. Net income on operating activities
of Power Systems was $42.3 million in 2007 and $100.1 million in 2006. We reported an after-tax gain on the
sale of Power Systems of $868.2 million ($5.39 per share) in 2007.
We also reported after-tax income of $8.0 million during 2007 related to other discontinued operations
activities, compared to a $4.7 million loss from other discontinued operations activities in 2006. See also Note 13
in the Financial Statements for more information on discontinued operations.
Architecture & Software
(in millions, except percentages)
Sales
Segment operating earnings
Segment operating margin
Sales
2007
2006
Change
$2,221.3
587.7
26.5%
$2,059.2
533.9
$ 162.1
53.8
25.9% 0.6pts
Architecture & Software sales increased 8 percent compared to 2006. Organic growth accounted for 5
percent of the increase, as foreign currency translation added 3 percentage points to the growth rate. We
continued to see growth in process applications, safety and the CompactLogix™ product offering.
Operating Margin
Segment operating margin increased by 0.6 points in 2007 compared to 2006 due to the successful execution
of our productivity initiatives, price increases and lower retirement benefits expense, partially offset by inflation
and spending to support growth.
Control Products & Solutions
(in millions, except percentages)
Sales
Segment operating earnings
Segment operating margin
Sales
2007
2006
Change
$2,782.6
397.0
14.3%
$2,497.2
339.9
$ 285.4
57.1
13.6% 0.7pts
Control Products & Solutions sales increased 11 percent compared to 2006. Organic growth contributed 7
percent of the increase, as foreign currency translation and acquisitions added 4 percentage points to the growth
rate. Year over year results benefited from strong growth in our power-centric and solutions businesses.
22
Operating Margin
Segment operating margin increased 0.7 points in 2007 compared to 2006 due to productivity efforts, price
increases and lower retirement benefits expense, partially offset by inflation and spending to support growth.
2006 Compared to 2005
(in millions, except per share amounts)
2006
2005
Change
Sales
Income from continuing operations before accounting change
Diluted earnings per share from continuing operations before accounting change
$4,556.4
529.3
2.94
$4,111.5
447.7
2.39
$444.9
81.6
0.55
Sales
Sales increased 11 percent in 2006 compared to 2005 with growth in both our Architecture & Software and
Control Products & Solutions segments. Total sales were not significantly affected year over year by changes in
currency exchange rates. Organic sales in the U.S. and Canada increased by 11 percent in 2006 compared to
2005, despite being negatively impacted by the weakness in the North American automotive market in the second
half of the year. Organic sales in the Asia-Pacific region grew by 9 percent in 2006 compared to 2005 with
particularly strong growth in the emerging economies, including China and India. Latin America organic sales
grew by 19 percent in 2006 compared to 2005, led by strength in the oil and gas and mining industries. Organic
sales in Europe grew by 7 percent in 2006 compared to 2005. Europe experienced considerable growth during the
second half of 2006. Our operations in Europe benefited from our investment in customer facing resources and
improving macro-economic conditions.
General Corporate — Net
General corporate expenses were $90.7 million in 2006 compared to $68.5 million in 2005. The increase
includes $9.7 million of stock compensation expense, lower interest income and higher contributions to the
Rockwell Automation Charitable Corporation.
Interest Expense
Interest expense was $56.6 million in 2006 compared to $45.8 million in 2005. The increase was due to our
commercial paper borrowings during 2006, as well as higher interest rates associated with our interest rate swap
(see Note 6 in the Financial Statements).
Income Taxes
The effective tax rate for 2006 was 28.1 percent compared to 28.9 percent in 2005. The 2006 effective tax
rate differed from the federal statutory rate of 35 percent due to the reversal of $27.2 million ($0.15 per diluted
share) of valuation allowances on capital loss carryforwards, settlement of audit matters with the U.S. Internal
Revenue Service for the years 2003 and 2004, lower non-U.S. tax rates, FSC and ETI tax benefits and other
provision adjustments.
The effective tax rate for 2005 was lower than the federal statutory tax rate of 35 percent due to a benefit of
$19.3 million ($0.10 per diluted share) related to the settlement of audit matters with the U.S. Internal Revenue
Service for the years 1998 through 2002, utilization of foreign tax credits, FSC and ETI tax benefits and other
provision adjustments.
See Note 16 in the Financial Statements for a complete reconciliation of the United States statutory tax rate
to the effective tax rate and more information on tax events in 2006 and 2005 affecting the respective tax rates.
23
Income from Continuing Operations before Accounting Change
Income from continuing operations before accounting change increased 18 percent to $529.3 million,
compared to 2005. The increase is due to higher volume, productivity programs, favorable pricing and a slightly
lower effective tax rate, partially offset by inflation and higher growth initiative spending in comparison to the
prior year. Income from continuing operations before accounting change includes $16.7 million (after tax) of
share-based compensation expense due to the adoption of a new accounting standard, SFAS 123(R), Share-Based
Payment (SFAS 123(R)). Additionally, 2006 results include $13.4 million (after tax) of increased pension and
retiree medical expense, lower interest income, higher charitable contributions, and higher interest expense
compared to 2005. Income from continuing operations before accounting change in 2005 includes an after-tax
benefit of $8.4 million related to an insurance settlement and an after-tax charge of $11.1 million related to
restructuring activities in Europe.
Discontinued Operations
Amounts reported for discontinued operations primarily relate to the results of our former Power Systems
operating segment. Power Systems sales in 2006 were $989.2 million, an increase of 15 percent compared to
$860.7 million in 2005, due to growth in both our Dodge mechanical and Reliance electrical business groups.
Sales at Power Systems benefited from continued strong momentum resulting from high energy and commodity
prices. These higher prices resulted in the businesses’ predominantly U.S. based customers continuing to invest
in capacity expansion after several years of under-investment and reduced capital spending.
Power Systems net income was $100.1 million, an increase of 41 percent compared to $70.8 million in 2005
due to higher volume, productivity initiatives, a balanced dynamic between price and cost, and lower
restructuring costs, somewhat offset by inflation. Net income in 2006 includes share-based compensation
expense of $2.5 million and increased pension and retiree medical expense of $3.5 million compared to 2005.
Net income in 2005 includes a charge of $3.1 million associated with a facility closure and the corresponding
write-down of property to its fair value.
Discontinued operations in 2006 also includes charges related to our former aerospace and defense businesses’
operation of the Rocky Flats facility, the loss on our sale of the ElectroCraft business, and ElectroCraft’s loss from
operations. Discontinued operations in 2005 includes tax matters and ElectroCraft’s loss from operations. See Note
13 in the Financial Statements for more information regarding Discontinued Operations.
Architecture & Software
(in millions, except percentages)
Sales
Segment operating earnings
Segment operating margin
Sales
2006
2005
Change
$2,059.2
533.9
25.9%
$1,917.7
$ 141.5
517.0
16.9
27.0% (1.1)pts
Architecture & Software sales increased 7 percent in 2006 compared to 2005. Our Logix platform business
grew about 20 percent, despite the slowdown in sales to our traditional North American automotive market
during the second half of the year.
Operating Margin
Segment operating margin fell by 1.1 points due to higher employee expenses, inflation and higher growth
initiative spending in comparison to the prior year, partially offset by higher volume, productivity programs,
favorable pricing, and lower restructuring costs. Segment operating earnings in 2006 include $7.0 million of
stock compensation expense due to the adoption of SFAS 123(R). Additionally, 2006 results include $7.8 million
24
of increased pension and retiree medical expense compared to 2005. Segment operating earnings in 2005 include
a benefit of $5.6 million related to an insurance settlement and a charge of $6.3 million related to restructuring
activities in Europe.
Control Products & Solutions
(in millions, except percentages)
Sales
Segment operating earnings
Segment operating margin
Sales
2006
2005
Change
$2,497.2
339.9
13.6%
$2,193.8
237.2
$ 303.4
102.7
10.8% 2.8pts
Control Products & Solutions sales increased 14 percent due to growth in both our control products and our
solutions businesses. This growth benefited from the strength of our power-centric businesses.
Operating Margin
Segment operating margin increased by 2.8 points due to higher volume, productivity programs, favorable
pricing and lower restructuring costs, partially offset by higher employee expenses, inflation and higher growth
initiative spending in comparison to the prior year. Segment operating earnings in 2006 include $8.8 million of
stock compensation expense due to the adoption of SFAS 123(R). Additionally, 2006 results include $13.7
million of increased pension and retiree medical expense compared to 2005. Segment operating earnings in 2005
include a benefit of $6.7 million related to an insurance settlement and a charge of $10.2 million related to
restructuring activities in Europe.
Financial Condition
The following is a summary of our cash flows from operating, investing and financing activities, as reflected
in the Consolidated Statement of Cash Flows (in millions):
Year Ended September 30,
2007
2006
2005
Cash provided by (used for):
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
444.9
1,398.9
(1,673.1)
38.8
$ 313.3 $ 548.3
(96.3)
(551.7)
(3.1)
52.7
(556.1)
(1.2)
Cash provided by (used for) continuing operations . . . . . . . . . . . . . . . . . . . . . . . .
$
209.5
$(191.3) $(102.8)
The following table summarizes free cash flow (in millions):
Cash provided by continuing operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures of continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax payments related to the gain on divestiture of Power Systems . . . . . . . . . . . .
Excess income tax benefit from stock option exercises . . . . . . . . . . . . . . . . . . . . .
$
444.9
(131.0)
190.0
27.1
$ 313.3 $ 548.3
(102.7)
(122.3)
—
—
—
47.4
Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
531.0
$ 238.4 $ 445.6
Our definition of free cash flow, which is a non-GAAP financial measure, takes into consideration capital
investments required to maintain the operations of our businesses and execute our strategy. In the first quarter of
2006 we adopted SFAS 123(R) (see Note 11 in the Financial Statements), which requires that we report the
excess income tax benefit from the exercise of stock options as a financing cash flow rather than as an operating
cash flow. We have added this benefit back to our calculation of free cash flow in order to generally classify cash
25
flows arising from income taxes as operating cash flows. In our opinion, free cash flow provides useful
information to investors regarding our ability to generate cash from business operations that is available for
acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash
flow, as defined, as one measure to monitor and evaluate performance. Our definition of free cash flow may be
different from definitions used by other companies.
Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our
discontinued operations. Operating, investing and financing cash flows of our discontinued operations are
presented separately in our statement of cash flows. Cash flows from the operating activities of our discontinued
operations are reported in our statement of cash flows net of their separately calculated income tax effects. U.S.
Federal and state income taxes paid as a result of the gain on sale of the principal businesses of our former Power
Systems operating segment have been classified within continuing operations consistent with the cash proceeds.
These taxes paid in 2007 have been excluded from free cash flow to present free cash flow that is representative
of the performance of our continuing businesses.
Free cash flow was $531.0 million for the year ended September 30, 2007 compared to $238.4 million for
the year ended September 30, 2006. The increase in free cash flow was largely the result of the $450.0 million
voluntary contribution to our U.S. qualified pension plan trust in 2006, compared to $8.0 million of voluntary
contributions in 2007. This increase was partially offset by increased working capital requirements during 2007.
In January 2007, we received $1.75 billion of cash proceeds from the sale of our Dodge mechanical and
Reliance Electric motors and motor repair services businesses. We used the cash proceeds to repurchase shares of
our common stock to offset the dilutive effect of the divestiture, to pay taxes on the gain on sale and to acquire
Industrial Control Services Group Limited (ICS Triplex).
In 2007, we repurchased approximately 23.8 million shares of our common stock of which 0.1 million
shares did not settle until October 2007. The total cost of these shares was $1,506.1 million, of which $7.5
million was recorded in accounts payable at September 30, 2007. This is compared to purchases of
approximately 12.2 million shares of our common stock at a cost of $743.1 million in 2006. Of these purchases,
0.4 million shares amounting to $20.6 million did not settle until October 2006 and were recorded in accounts
payable at September 30, 2006. We anticipate repurchasing stock in 2008, the amount of which will depend
ultimately on business conditions, stock price and other cash requirements. At September 30, 2007 we had
approximately $26.3 million remaining for stock repurchases under an existing board authorization. On
November 7, 2007, our Board of Directors authorized us to repurchase up to an additional $1.0 billion of shares
of our common stock.
We expect future significant uses of cash to include repayments of short-term borrowings and the $350.0
million notes due in the second quarter of fiscal 2008, repurchases of common stock, dividends to shareowners,
capital expenditures and acquisitions of businesses and may include additional contributions to our pension
plans. We expect capital expenditures in 2008 to be about $145 million. We expect to fund these future uses of
cash with a combination of existing cash balances, cash generated by operating activities, long-term borrowings,
commercial paper borrowings or proceeds from the sale of our securities in the capital markets. On November 7,
2007, our Board of Directors authorized us to issue up to $500 million of long-term debt. The proceeds of this
debt, if issued, primarily would be used to reduce outstanding debt, including retiring the $350 million notes due
in the second quarter of fiscal 2008.
In addition to cash generated by operating activities, we have access to existing financing sources, including
the public debt markets and unsecured credit facilities with various banks. Our debt-to-total-capital ratio was
34.7 percent at September 30, 2007 and 33.5 percent at September 30, 2006. Our debt-to-total-capital ratio at
September 30, 2007 was influenced by the adoption of SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)
that occurred during 2007.
26
Commercial paper
is our principal source of short-term financing. Commercial paper borrowings
outstanding at September 30, 2007 were $173.0 million. The weighted average interest rate on these borrowings
was 5.1 percent. At September 30, 2006, commercial paper borrowings outstanding were $219.0 million, with a
weighted average interest rate of 5.4 percent.
In October 2004, we entered into a five-year $600.0 million unsecured revolving credit facility. Our credit
facility remains in effect and we had not drawn down under it at September 30, 2007 or 2006. Borrowings under
our credit facility bear interest based on short-term money market rates in effect during the period the borrowings
are outstanding. The terms of our credit facility 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 our credit
facility at September 30, 2007 and 2006. In addition to our $600.0 million credit facility, short-term unsecured
credit facilities of approximately $172.3 million at September 30, 2007 were available to foreign subsidiaries. In
September 2006 we entered into a 364-day $250.0 million unsecured revolving credit facility. We terminated our
$250.0 million credit facility effective March 30, 2007, as we no longer considered the liquidity provided by this
facility to be necessary.
The following is a summary of our credit ratings as of September 30, 2007:
Credit Rating Agency
Short Term Rating Long Term Rating Outlook
Standard & Poor’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Moody’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fitch Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
P-1
F1
A
A2
A
Stable
Stable
Stable
Among other uses, we can draw our credit facility as a standby liquidity facility to repay our outstanding
commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor
in maintaining the ratings set forth in the table above that have been given to our commercial paper. Under our
current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if
any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to
repay all of our then outstanding commercial paper as it matures.
If our access to the commercial paper market is adversely affected due to a change in market conditions or
otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit
facilities to provide short-term funding. In such event, the cost of borrowings under the unsecured committed
credit facilities could be higher than the cost of commercial paper borrowings.
Cash dividends to shareowners were $184.7 million ($1.16 per share) in 2007, $159.3 million ($0.90 per
share) in 2006 and $142.7 million ($0.78 per share) in 2005. Although we declare and pay dividends at the sole
discretion of our Board of Directors, we expect to pay quarterly dividends in 2008 of at least $0.29 per
outstanding share.
A summary of our contractual cash obligations at September 30, 2007 are (in millions):
Total
2008
2009
2010
2011
2012
Thereafter
Payments by Period
Long-term debt and interest(a) . . . . . . . . . . . .
Minimum operating lease payments(b) . . . . . .
Postretirement benefits(c) . . . . . . . . . . . . . . . .
Pension funding contribution(d) . . . . . . . . . . .
Purchase obligations(e) . . . . . . . . . . . . . . . . . .
$2,095.3
279.5
234.0
34.8
150.6
$387.9
70.7
24.3
34.8
17.1
$ 27.1
54.8
23.6
—
16.7
$ 27.1
35.7
23.0
—
15.4
$27.1
25.8
22.7
—
13.8
$27.1
21.7
21.7
—
12.7
$1,599.0
70.8
118.7
—
74.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,794.2
$534.8
$122.2
$101.2
$89.4
$83.2
$1,863.4
(a) The amounts for long-term debt assume that the respective debt instruments will be outstanding until their scheduled maturity dates. The
amounts include interest, but exclude the amounts to be paid under an interest rate swap, the ($1.8) million fair value adjustment
27
recorded for the interest rate swap as permitted by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and the
unamortized discount of $44.5 million. See Note 6 in the Financial Statements for more information regarding our long-term debt.
(b) See Note 17 in the Financial Statements for information regarding our November 2005 sale-leaseback transaction.
(c) Our postretirement plans are unfunded. Amounts reported are estimates of future benefit payments, to the extent estimable.
(d) Amounts reported for pension funding contributions reflect current estimates of known commitments. Amounts subsequent to 2008 are
excluded from the summary above, as these amounts cannot be estimated with certainty. The minimum contribution for our U.S. pension
plan as required by the Employee Retirement Income Security Act (ERISA) is zero. We may make additional contributions to this plan at
the discretion of management.
(e) This item includes long-term obligations under agreements with various service providers.
Supplemental Sales Information
We translate sales of subsidiaries operating outside of the United States using exchange rates effective
during the respective period. Therefore, changes in currency rates affect our reported sales. Sales by businesses
we acquired also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of
changes in currency exchange rates and acquisitions, which is a non-GAAP financial measure, provides useful
information to investors because it reflects regional performance from the activities of our businesses without the
effect of changes in currency rates or acquisitions made during the period. We use organic sales as one measure
to monitor and evaluate our regional performance. We determine the effect of changes in currency exchange
rates by translating the respective period’s sales using the currency exchange rates that were in effect in the prior
year. We determine the effect of acquisitions by excluding sales in the current period for which there are no sales
in the comparable prior period. Organic sales growth is calculated by comparing organic sales to reported sales in
the prior year. No adjustments have been made to 2006 sales for acquisitions as the effect was not significant.
We attribute sales to the geographic regions based on the country of destination.
The following is a reconciliation of our reported sales to organic sales (in millions):
Year Ended September 30, 2007 Year Ended September 30, 2006
Year Ended
September 30,
2005
Effect of
Changes in
Currency
and
Acquisitions
Sales
United States . . . . . . . . . . . . . . . . . . . . . . . . . $2,687.0
341.1
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe, Middle East and Africa . . . . . . . . . . 1,054.2
588.8
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . .
332.8
Latin America . . . . . . . . . . . . . . . . . . . . . . . .
$ (10.3)
(11.2)
(103.9)
(30.7)
(10.1)
Organic
Sales
Sales
$2,676.7 $2,599.0
332.1
832.6
521.4
271.3
329.9
950.3
558.1
322.7
Effect of
Changes in
Currency
Organic
Sales
$ (6.6) $2,592.4
310.8
(21.3)
858.4
25.8
522.6
1.2
256.8
(14.5)
Sales
$2,308.9
303.5
804.0
479.8
215.3
Total Company Sales . . . . . . . . . . . . . . . . . . $5,003.9
$(166.2)(a) $4,837.7 $4,556.4
$(15.4) $4,541.0
$4,111.5
The following is a reconciliation of our reported sales by operating segment to organic sales (in millions):
Year Ended September 30, 2007
Year Ended September 30, 2006
Year Ended
September 30,
2005
Effect of
Changes in
Currency
and
Acquisitions
Sales
Organic
Sales
Sales
Effect of
Changes in
Currency
Organic
Sales
Sales
Architecture & Software . . . . . . . . . $2,221.3 $ (57.1)
(109.1)
Control Products & Solutions
2,782.6
$2,164.2 $2,059.2
2,673.5 2,497.2
$ (2.1) $2,057.1
2,483.9
(13.3)
$1,917.7
2,193.8
Total Company Sales . . . . . . . . . . . . $5,003.9 $(166.2)(a) $4,837.7 $4,556.4
$(15.4) $4,541.0
$4,111.5
(a) Comprised of $116.6 million related to the effect of changes in currency exchange rates and $49.6 million related to acquisitions.
28
Critical Accounting Policies and Estimates
We have prepared the consolidated financial statements in accordance with accounting principles generally
accepted in the United States, which require us to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses
during the periods reported. Actual results could differ from those estimates. We believe the following critical
accounting policies could have the most significant effect on our reported results or require subjective or
complex judgments by management. In prior years, we listed impairment of long-lived assets as a critical
accounting policy and estimate. The most subjective portion of this balance was the Reliance trademark relating
to the principal businesses of our former Power Systems operating segment. With the sale of these businesses,
including the related trademark, impairment of long-lived assets is no longer considered a critical accounting
policy and estimate.
Retirement Benefits
Pension Benefits
Pension costs and obligations are actuarially determined and are influenced by assumptions used to estimate
these amounts, including the discount rate, the expected rate of return on plan assets, the assumed annual
compensation increase rate, the retirement rate, the mortality rate and the employee turnover rate. Changes in any
of the assumptions and the amortization of differences between the assumptions and actual experience will affect
the amount of pension expense in future periods.
Our global pension expense in 2007 was $46.3 million compared to $71.6 million in 2006. Approximately
57 percent of our 2007 global pension expense relates to our U.S. pension plan. The actuarial assumptions used
to determine our 2007 U.S. pension expense included the following: discount rate of 6.50 percent (compared to
5.25 percent for 2006); expected rate of return on plan assets of 8.00 percent (compared to 8.50 percent for
2006); and an assumed compensation increase rate of 4.19 percent (compared to 4.06 percent for 2006). The
increase in the U.S. discount rate partially offset by the decrease in the expected rate of return on the U.S. plan
assets accounts for the majority of the decline in our global pension expense.
In 2007, we made voluntary contributions of $8.0 million to our primary U.S. qualified pension plan trust
compared to $450.0 million in 2006.
The Pension Protection Act of 2006 was signed into law in August 2006. Interpretive guidance is still
it will have on our future pension
evolving. We are currently evaluating this legislation and the effect
contributions.
We estimate our pension expense will be approximately $29.6 million in 2008, a decrease of approximately
$16.7 million from 2007. For 2008, our U.S. discount rate will remain at 6.50 percent. The discount rate was set
as of our June 30th measurement date and was determined by modeling a portfolio of bonds that match the
expected cash flow of our benefit plans. Our assumed rate of return on U.S. plan assets will remain at 8.00
percent. We considered actual returns on plan assets over the long term as well as the current and expected mix
of plan investments in setting this assumption. We intend, over time, to change the U.S. plan’s mix of
investments by increasing the weighting in debt securities. We have assumed a U.S. compensation increase rate
of 4.15 percent in 2008 compared to 4.19 percent used in 2007. We established this rate by analyzing all
elements of compensation that are pension eligible earnings.
The following chart illustrates the estimated change in benefit obligation and net periodic pension cost
assuming a change of 25 basis points in the key assumption for our U.S. pension plans (in millions):
Pension Benefits
Change in
Projected Benefit
Obligation
Change in
Net Periodic
Benefit Cost
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$74.9
$8.8
29
More information regarding pension benefits is contained in Note 12 in the Financial Statements.
Other Postretirement Benefits
We estimate the costs and obligations for postretirement benefits other than pensions using assumptions,
including the discount rate and, for plans other than our primary U.S. postretirement healthcare benefit program,
expected trends in the cost for healthcare services. Changes in these assumptions and differences between the
assumptions and actual experience will affect the amount of postretirement benefit expense recognized in future
periods. The discount rate used to calculate our 2007 other postretirement benefits expense was 6.50 percent
(compared to 5.00 percent in 2006). For 2008, the discount rate assumption for other postretirement benefit
expense will decrease to 6.25 percent. The discount rate was set as of our June 30th measurement date and was
determined by modeling a portfolio of bonds that match the expected cash flow of our benefit plans.
Effective October 1, 2002, we amended our primary U.S. postretirement healthcare benefit program in order
to mitigate our share of the increasing cost of postretirement healthcare services. As a result of this amendment,
our obligation is less sensitive to increasing healthcare costs resulting from inflationary trends since January 1,
2005.
Net periodic benefit cost recorded in continuing operations in 2007 was $13.0 million compared to $18.7
million in 2006. We expect net periodic benefit cost in 2008 of approximately $15.5 million and the estimated
postretirement projected benefit obligation to approximate $227.4 million. The increase in net periodic benefit
cost is due primarily to the decrease in the discount rate by 25 basis points to 6.25 percent.
More information regarding postretirement benefits is contained in Note 12 in the Financial Statements.
Revenue Recognition
For approximately 90 percent of our consolidated sales, we record sales when all of the following have
occurred: an agreement of sale exists; pricing is fixed or determinable; collection is reasonably assured; and
product has been delivered and acceptance has occurred, as may be required according to contract terms, or
services have been rendered. We recognize revenue for software products and related services in accordance with
Statement of Position (SOP) 97-2, Software Revenue Recognition, as issued by the American Institute of
Certified Public Accountants.
We recognize substantially all of the remainder of our sales as construction-type contracts using either the
percentage-of-completion or completed contract methods of accounting. We record sales relating to these
contracts using the percentage-of-completion method when we determine that progress toward completion is
reasonably and reliably estimable; we use the completed contract method for all others. Under
the
percentage-of-completion method, we recognize sales and gross profit as work is performed using either (i) the
relationship between actual costs incurred and total estimated costs at completion or (ii) units-of-delivery. Under
the percentage-of-completion method, we adjust sales and gross profit for revisions of estimated total contract
costs or revenue in the period the change is identified. We record estimated losses on contracts when they are
identified.
We use contracts and customer purchase orders to determine the existence of an agreement of sale. We use
shipping documents and customer acceptance, when applicable, to verify delivery. We assess whether the fee is
fixed or determinable based on the payment terms associated with the transaction and whether the sales price is
subject to refund or adjustment. We assess collectibility based on the creditworthiness of the customer as
determined by credit evaluations and analysis, as well as the customer’s payment history.
Returns, Rebates and Incentives
Our primary incentive program provides distributors with cash rebates or account credits based on agreed
amounts that vary depending on the end user or original equipment manufacturer (OEM) customer to whom our
30
distributor ultimately sells the product. We also offer various other incentive programs that provide distributors
and direct sale customers with cash rebates, account credits or additional products and services based on meeting
specified program criteria. Certain distributors are offered a right to return product, subject to contractual
limitations.
We record accruals for customer returns, rebates and incentives at the time of revenue recognition based
primarily on historical experience. Adjustments to the accrual may be required if actual returns, rebates and
incentives differ from historical experience or if there are changes to other assumptions used to estimate the
accrual. A critical assumption used in estimating the accrual for our primary distributor rebate program is the
time period from when revenue is recognized to when the rebate is processed. If the time period were to change
by 10 percent, the effect would be an adjustment to the accrual of approximately $6.0 million.
Returns, rebates and incentives are recognized as a reduction of sales if distributed in cash or customer
account credits. Rebates and incentives are recognized in cost of sales for additional products and services to be
provided. Accruals are reported as a current liability in our balance sheet or, where a right of set-off exists, as a
reduction of accounts receivable. The accrual for customer returns, rebates and incentives was $128.6 million at
September 30, 2007 and $111.2 million at September 30, 2006, of which $8.1 million at September 30, 2007 and
$8.5 million at September 30, 2006 was included as an offset to accounts receivable.
Fair Value Measurements
We have increased the use of fair value measurements in our financial statements due to recent accounting
pronouncements and obligations retained in connection with the sale of the principal businesses of our former
Power Systems operating segment.
Share-based compensation
We account for share-based compensation under SFAS 123(R). Compensation costs are based on the grant-
date fair value of the instruments using a valuation model, and are generally recognized on a straight line basis
over the vesting term. We estimate the average risk-free interest rate, expected dividend yield, expected volatility
and expected term of the compensation instrument outstanding in order to determine fair value. The valuation
model is most sensitive to the expected volatility and term assumptions. Share-based compensation expense net
of the related income tax benefit amounted to $18.8 million in 2007 and $16.7 million in 2006.
Asset Retirement Obligations
We account for conditional asset retirement obligations under Financial Accounting Standards Board
(FASB) Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). We accrue for
costs related to a legal obligation associated with the retirement of a tangible long-lived asset that results from
the acquisition, construction, development or the normal operation of the long-lived asset. The obligation to
perform the asset retirement activity is not conditional even though the timing or method may be conditional.
Identified conditional asset
retirement obligations include asbestos abatement and remediation of soil
contamination beneath current and previously divested facilities. We estimate conditional asset retirement
obligations using site-specific knowledge and historical industry expertise. A significant change in the costs or
timing could have a significant effect on our estimates. The application of FIN 47 resulted in a charge, net of tax,
of $17.7 million included in the Consolidated Statement of Operations for the year ended September 30, 2006 as
the cumulative effect of a change in accounting principle. We recorded these liabilities in the Consolidated
Balance Sheet, which totaled $5.3 million in other current liabilities and $21.8 million in other liabilities at
September 30, 2007 and $28.7 million in other liabilities at September 30, 2006.
Indemnifications
In conjunction with the sale of our Dodge mechanical and Reliance Electric motors and motor repair
services businesses, we agreed to indemnify Baldor for costs and damages related to certain legacy legal,
31
environmental and asbestos matters of these businesses arising before January 31, 2007, for which the maximum
exposure would be capped at the purchase price. We recorded a liability under FASB Interpretation No. 45,
Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others — An Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB
Interpretation No. 34 (FIN 45), related to these indemnification obligations with an offset to the gain on sale. A
significant change in the costs or timing could have a significant effect on our estimates. We estimate the
potential future payments we could incur under these indemnifications may approximate $32.5 million, of which
$9.6 million has been accrued in other current liabilities and $16.1 million has been accrued in other liabilities at
September 30, 2007.
Derivatives
Our accounting method for derivative instruments is based on SFAS 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133). The fair value of all derivative financial instruments is recorded
in the balance sheet, which is based on the quoted market prices for contracts with similar maturities. We use
foreign currency forward exchange contracts and interest rate swap contracts to manage foreign currency and
interest rate risks. We use foreign currency forward exchange contracts to offset changes in the amount of future
cash flows associated with intercompany transactions expected to occur within the next three years (cash flow
hedges) and changes in the fair value of certain assets and liabilities resulting from intercompany loans and other
transactions with third parties denominated in foreign currencies. We sometimes use interest rate swap contracts
to manage the balance of fixed and floating rate debt. Unrealized gains on derivative instruments are recorded in
other current assets and total $5.2 million and $1.9 million at September 30, 2007 and 2006, respectively.
Unrealized losses on derivative instruments are recorded in other current liabilities and total $38.2 million and
$8.5 million at September 30, 2007 and 2006, respectively.
Purchase Accounting
When we acquire a business, we account for the assets and liabilities acquired at fair value at the date of
acquisition in accordance with SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. The valuation of acquired identifiable intangible assets and determination of their amortizable
lives requires the use of management judgment and assumptions. See Note 2 in the Financial Statements for a
discussion of acquisitions in 2007 and 2006.
Litigation, Claims and Contingencies
We record liabilities for litigation, claims and contingencies when an obligation is probable and when we
have a basis to reasonably estimate the value of an obligation. We also record liabilities for environmental
matters based on estimates for known environmental remediation exposures. The liabilities include accruals for
sites we currently own or operate or formerly owned or operated and third-party sites where we were determined
to be a potentially responsible party. At third-party sites where more than one potentially responsible party has
been identified, we record a liability for our estimated allocable share of costs related to our involvement with the
site as well as an estimated allocable share of costs related to the involvement of insolvent or unidentified parties.
At environmental sites where we are the only responsible party, we record a liability for the total estimated costs
of remediation. We do not discount future expenditures for environmental remediation obligations to their
present value. Environmental liability estimates may be affected by changing determinations of what constitutes
an environmental exposure or an acceptable level of cleanup. To the extent that remediation procedures change,
additional contamination is identified, or the financial condition of other potentially responsible parties is
adversely affected, the estimate of our environmental liabilities may change.
Our reserve for environmental matters, net of related receivables, was $29.8 million at September 30, 2007
and $37.0 million at September 30, 2006. The change is primarily due to a legal settlement and changes in
estimated remediation costs at three sites as a result of new information.
32
Our recorded liability for environmental matters relates almost entirely to businesses formerly owned by us
(legacy businesses) for which we retained the responsibility to remediate. The nature of our current business is
such that the likelihood of new environmental exposures that could result in a significant charge to earnings is
low. As a result of remediation efforts at legacy sites and limited new environmental matters, we expect that
gradually, over a long period of time, our environmental obligations will decline. However, changes in
remediation procedures at existing legacy sites or discovery of contamination at additional sites could result in
increases to our environmental obligations.
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. As described in Item 3. Legal
Proceedings, we 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. See Item 3 for further discussion.
Our principal self-insurance programs include product liability where we are self-insured up to a specified
dollar amount. Claims exceeding this amount up to specified limits are covered by policies issued by commercial
insurers. We estimate the reserve for product liability claims, using our claims experience for the periods being
valued. Adjustments to the product liability reserves may be required to reflect emerging claims experience and
other factors such as inflationary trends or the outcome of claims. The reserve for product liability claims was
$24.0 million at September 30, 2007 and $25.8 million at September 30, 2006.
More information regarding litigation, claims and contingencies is contained in Note 17 in the Financial
Statements.
Income Taxes
We operate in numerous taxing jurisdictions and are subject to regular examinations by U.S. Federal, state
and foreign jurisdictions. Additionally, we have retained tax liabilities and the rights to tax refunds in connection
with various divestitures of businesses in prior years. Our income tax positions are based on research and
interpretations of the income tax laws and rulings in each of the jurisdictions in which we do business. Due to the
subjectivity of interpretations of laws and rulings in each jurisdiction, the differences and interplay in tax laws
between those jurisdictions as well as the inherent uncertainty in estimating the final resolution of complex tax
audit matters, our estimates of income tax liabilities may differ from actual payments or assessments.
While we have support for the positions we take on our tax returns, taxing authorities are increasingly
asserting interpretations of laws and facts and challenging cross jurisdictional transactions. Cross jurisdictional
transactions between our subsidiaries involving the transfer price for products, services, and/or intellectual
property as well as various U.S. state tax matters comprise our more significant income tax exposures. We
regularly assess our position with regard to tax exposures and record liabilities for uncertain tax positions and
related interest and penalties, if any, according to the principles of SFAS No. 5, Accounting for Contingencies
(SFAS 5). We have recorded an accrual of $104.5 million at September 30, 2007 and $85.1 million at
September 30, 2006 that reflects our estimate of the likely outcome of current and future audits, which is
included in other liabilities in our Consolidated Balance Sheet. A final determination of these tax audits or
changes in our estimates may result in additional future income tax expense or benefit. In the first quarter of
2008, we will adopt FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). Upon
adoption of this standard, we will assess our position with regard to tax exposures and uncertain tax positions
under its requirements rather than under SFAS 5. The adoption of FIN 48 as of October 1, 2007 will result in a
decrease to shareowners’ equity of up to $10 million.
We have recorded a valuation allowance for the majority of our deferred tax assets related to net operating
loss and capital loss carryforwards (Carryforwards) and certain temporary differences in the amount of $42.6
million at September 30, 2007 and $36.8 million at September 30, 2006 based on the projected profitability of
the entity in the respective tax jurisdiction. The valuation allowance is based on an evaluation of the uncertainty
that the Carryforward amount will be realized. Our income would increase if we determine we will be able to use
more Carryforwards than currently expected.
33
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.
More information regarding income taxes is contained in Note 16 in the Financial Statements.
Recent Accounting Pronouncements
See Note 1 in the Financial Statements regarding recent accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk during the normal course of business from changes in interest rates and
foreign currency exchange rates. We manage exposure to these risks through a combination of normal operating
and financing activities and derivative financial instruments in the form of interest rate swap contracts and
foreign currency forward exchange contracts.
Interest Rate Risk
In addition to existing cash balances and cash provided by normal operating activities, we use a combination
of short-term and long-term debt to finance operations. We are exposed to interest rate risk on certain of these
debt obligations.
Our short-term debt obligations relate to commercial paper borrowings and bank borrowings. At
September 30, 2007, we had outstanding commercial paper borrowings of $173.0 million with original maturities
of three days at a weighted average interest rate of 5.1 percent; at September 30, 2006, we had outstanding
commercial paper borrowings of $219.0 million with original maturities of three days at a weighted average
interest rate of 5.4 percent. The weighted average interest rate on the commercial paper borrowings was 5.3
percent during 2007 and 4.8 percent during 2006. As these obligations mature, we issued, and anticipate
continuing to issue, additional short-term commercial paper obligations to refinance all or part of these
borrowings. Changes in market interest rates on commercial paper borrowings affect our results of operations. In
2007 and 2006, a 10 percent increase in average market interest rates would not have had a significant effect on
our results of operations.
We had outstanding fixed rate long-term debt obligations with carrying values of $753.9 million at
September 30, 2007 and $748.2 million at September 30, 2006. The fair value of this debt was $777.3 million at
September 30, 2007 and $803.7 million at September 30, 2006. The potential reduction in fair value on such
fixed-rate debt obligations from a hypothetical 10 percent increase in market interest rates would not be material
to the overall fair value of the debt. We currently have no plans to repurchase our outstanding fixed-rate
instruments before their maturity and, therefore, fluctuations in market interest rates would not have an effect on
our results of operations or shareowners’ equity.
In September 2002, we entered into an interest rate swap contract 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 7.80 percent at September 30, 2007. A hypothetical 10 percent change in market
interest rates would not be significant to the overall fair value of the swap or our results of operations.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the
translation of local currency balances of foreign subsidiaries, intercompany loans with foreign subsidiaries and
34
transactions denominated in foreign currencies. Our objective is to minimize our exposure to these risks through
a combination of normal operating activities and foreign currency forward exchange contracts to manage our
exposure on transactions denominated in currencies other than the applicable functional currency. In addition, we
enter into contracts to hedge certain intercompany transactions forecasted to occur within the next three years.
Contracts are executed with creditworthy banks and are denominated in currencies of major industrial countries.
We do not enter into derivative financial instruments for speculative purposes. We do not hedge our exposure to
the translation of reported results of foreign subsidiaries from local currency to U.S. dollars. A 10 percent
adverse change in the underlying foreign currency exchange rates would not be significant to our financial
condition or results of operations.
We record all derivatives on the balance sheet at fair value regardless of the purpose for holding them.
Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through earnings.
For derivatives that are hedges, depending on the nature of the hedge, changes in fair value are either offset by
changes in the fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in
other comprehensive income until the hedged item is recognized in earnings. We recognize the ineffective
portion of a derivative’s change in fair value in earnings immediately.
At September 30, 2007 and 2006, we had outstanding foreign currency forward exchange contracts
primarily consisting of contracts relating to the euro, British pound sterling, Swiss franc, Singapore dollar and
South Korean won. The use of these contracts allows us to manage transactional exposure to exchange rate
fluctuations as the gains or losses incurred on the foreign currency forward exchange contracts will offset, in
whole or in part, losses or gains on the underlying foreign currency exposure. A hypothetical 10 percent adverse
change in underlying foreign currency exchange rates associated with these contracts would not be significant to
our financial condition or results of operations.
The following table indicates the total U.S. dollar equivalents (in millions) of net transactional foreign
exchange exposure related to (short) long contracts outstanding by currency:
September 30,
2007
2006
Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
British pound sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swiss franc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South Korean won . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(427.8) $(399.8)
(35.7)
(273.0)
12.7
59.5
—
(55.6)
(21.5)
(15.1)
1.5
0.7
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(711.3) $(442.8)
All of the contracts included in the table above will have offsetting effects from actual transactions that have
occurred or will occur in the future. We designated certain of these contracts related to intercompany transactions
forecasted to occur through October 2010 as cash flow hedges under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The remaining foreign exchange contracts offset actual underlying
receivables and payables in our Consolidated Balance Sheet.
35
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED BALANCE SHEET
(in millions)
September 30,
2007
2006
Assets
Current Assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets available for sale (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
624.2
927.7
504.7
170.2
155.2
—
$
408.1
743.6
411.5
160.4
113.0
351.4
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,382.0
2,188.0
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other intangible assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets available for sale (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
510.3
858.5
243.4
25.3
384.3
142.0
—
468.5
693.8
126.1
—
596.6
110.2
552.2
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,545.8
$ 4,735.4
Liabilities and Shareowners’ Equity
Current Liabilities
Short-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities associated with assets available for sale (Note 13)
$
173.2
348.2
498.5
198.4
79.8
446.4
—
$
219.0
—
395.7
167.7
51.0
348.4
111.5
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,744.5
1,293.3
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities associated with assets available for sale (Note 13)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingent liabilities (Note 17)
Shareowners’ Equity
Common stock (shares issued: 216.4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock in treasury, at cost (shares held: 2007, 67.0; 2006, 45.6) . . . . . . . . . . . . . . . . . . . . . .
405.7
401.4
—
251.4
—
748.2
322.6
75.5
236.1
141.5
216.4
1,247.5
4,098.1
(169.7)
(3,649.5)
216.4
1,193.6
2,856.2
(75.3)
(2,272.7)
Total shareowners’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,742.8
1,918.2
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,545.8
$ 4,735.4
See Notes to Consolidated Financial Statements.
36
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)
Year Ended September 30,
2007
2006
2005
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 5,003.9
(2,906.6)
$ 4,556.4
(2,656.4)
$ 4,111.5
(2,448.0)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,097.3
(1,278.6)
33.3
(63.4)
1,900.0
(1,141.0)
33.4
(56.6)
1,663.5
(997.4)
9.6
(45.8)
Income from continuing operations before income taxes and cumulative
effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision (Note 16)
788.6
(219.3)
735.8
(206.5)
629.9
(182.2)
Income from continuing operations before cumulative effect of
accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations (Note 13)
Cumulative effect of accounting change (Note 17)
569.3
918.5
—
529.3
95.4
(17.7)
447.7
92.3
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,487.8
$
607.0
$
540.0
Basic earnings per share:
Continuing operations before accounting change . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
3.59
5.78
—
3.00 $
0.54
(0.10)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9.37
$
3.44 $
Diluted earnings per share:
Continuing operations before accounting change . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
3.53
5.70
—
2.94 $
0.53
(0.10)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9.23
$
3.37 $
2.45
0.50
—
2.95
2.39
0.49
—
2.88
Weighted average outstanding shares:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158.7
161.2
176.6
179.9
183.1
187.2
See Notes to Consolidated Financial Statements.
37
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
Year Ended September 30,
2007
2006
2005
Continuing Operations:
Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before accounting change . . . . . . . . . . . . . . . . . . . . . . .
$ 1,487.8
—
(918.5)
569.3
$ 607.0
17.7
(95.4)
529.3
$ 540.0
—
(92.3)
447.7
Adjustments to arrive at cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement benefit expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension trust contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (gain) loss on dispositions of property, business and investment (Note 15) . . . . . . . .
Income tax benefit from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess income tax benefit from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities, excluding effects of acquisitions, divestitures, and
foreign currency adjustments:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing Activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of property, business and investment
. . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from return of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Provided by (Used for) Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing Activities:
Net (repayments) issuance of short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of long-term debt of foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock (See Note 10 for non-cash financing activities)
. . . . . . . . . . . .
Proceeds from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess income tax benefit from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Used for Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Provided by (Used for) Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued Operations:
Cash Provided by Discontinued Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash (Used for) Provided by Discontinued Investing Activities . . . . . . . . . . . . . . . . . . . . . .
Cash (Used for) Provided by Discontinued Financing Activities . . . . . . . . . . . . . . . . . . . . .
Cash Provided by Discontinued Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (Decrease) in Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents at Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents at End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93.5
24.4
29.0
59.3
(49.1)
(43.7)
(5.4)
1.3
(27.1)
(95.1)
(67.7)
68.4
7.8
(161.0)
41.0
444.9
(131.0)
(249.5)
1,750.5
32.1
2.6
(5.8)
1,398.9
(46.0)
(14.7)
(184.7)
(1,519.3)
64.9
27.1
(0.4)
(1,673.1)
96.2
21.2
25.6
90.3
(472.2)
3.1
(20.2)
1.1
(47.4)
(60.4)
(6.2)
41.8
(39.9)
133.6
17.4
313.3
(122.3)
(39.5)
196.8
—
24.1
(6.4)
52.7
218.9
—
(159.3)
(722.5)
60.1
47.4
(0.7)
(556.1)
109.0
18.4
—
68.3
(185.6)
118.1
4.0
72.1
—
(34.6)
9.3
13.4
15.6
(64.4)
(43.0)
548.3
(102.7)
—
7.1
—
—
(0.7)
(96.3)
(0.1)
—
(142.7)
(499.2)
91.6
—
(1.3)
(551.7)
38.8
(1.2)
(3.1)
209.5
(191.3)
(102.8)
13.9
(6.5)
(0.8)
6.6
110.9
29.8
(0.3)
140.4
116.6
(26.5)
1.1
91.2
216.1
408.1
624.2
(50.9)
459.0
$ 408.1
(11.6)
470.6
$ 459.0
$
See Notes to Consolidated Financial Statements.
38
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(in millions, except per share amounts)
Year Ended September 30,
2007
2006
2005
Common Stock (no shares issued during years) . . . . . . . . . . . . . . . . . . . . . . .
$
216.4
$
216.4
$
216.4
Additional Paid-In Capital
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefits from the exercise of stock options . . . . . . . . . . . . . . . . . .
Share based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,193.6
28.4
28.6
(3.1)
1,122.7
48.5
29.5
(7.1)
1,050.6
72.1
—
—
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,247.5
1,193.6
1,122.7
Retained Earnings
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends (2007, $1.16 per share; 2006, $0.90 per share; 2005, $0.78
2,856.2
1,487.8
2,493.5
607.0
2,255.7
540.0
per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares delivered under incentive plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(184.7)
(61.2)
(159.3)
(85.0)
(142.7)
(159.5)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,098.1
2,856.2
2,493.5
Accumulated Other Comprehensive Loss
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment to adopt SFAS 158, net of tax of $129.0 million (Notes 1
(75.3)
105.8
(501.5)
426.2
(226.8)
(274.7)
and 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(200.2)
—
—
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(169.7)
(75.3)
(501.5)
Unearned Restricted Stock Compensation
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer to additional paid-in capital
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury Stock
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares delivered under incentive plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
(1.7)
—
—
1.7
—
(1.1)
0.9
(1.5)
—
(1.7)
(2,272.7)
(1,506.1)
129.3
(1,680.3)
(743.1)
150.7
(1,433.8)
(499.2)
252.7
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,649.5)
(2,272.7)
(1,680.3)
Total Shareowners’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,742.8
$ 1,918.2
$ 1,649.1
See Notes to Consolidated Financial Statements.
39
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
Minimum pension liability adjustments (net of tax expense (benefit) of $3.5,
$253.5 and ($185.0)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized gains and losses on cash flow hedges (net of tax
(benefit) expense of ($9.9), ($5.4) and $6.9) . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized gains on investment securities, net of tax . . . . . . . . .
Year Ended September 30,
2007
2006
2005
$1,487.8
$ 607.0
$ 540.0
6.8
112.2
(15.6)
2.4
401.3
33.2
(293.4)
7.1
(8.3)
—
11.4
0.2
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105.8
426.2
(274.7)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,593.6
$1,033.2
$ 265.3
See Notes to Consolidated Financial Statements.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Accounting Policies
Rockwell Automation, Inc. (the Company or Rockwell Automation) is a leading global provider of
industrial automation power, control and information solutions that help manufacturers achieve a competitive
advantage in their businesses.
Basis of Presentation
Except as indicated, amounts reflected in the consolidated financial statements or the notes thereto relate to
our continuing operations.
In March 2006, we sold the assets of our ElectroCraft Engineered Solutions (ElectroCraft) business.
ElectroCraft is reported as a discontinued operation in the Consolidated Financial Statements for all periods
presented.
On January 31, 2007, we divested our Dodge mechanical and Reliance Electric motors and motor repair
services businesses to Baldor Electric Company (Baldor). These were the principal businesses of our former
Power Systems operating segment. These businesses are reported as a discontinued operation in the Consolidated
Financial Statements for all periods presented.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-
owned and controlled majority owned subsidiaries. Intercompany accounts and transactions have been eliminated
in consolidation. Investments in affiliates over which we have the ability to exert significant influence, but that
we do not control and are not the primary beneficiary of, are accounted for using the equity method of
accounting. Accordingly, our proportional share of the respective affiliate's earnings or losses is included in other
income in the Consolidated Statement of Operations. Investments in affiliates over which we do not have the
ability to exert significant influence are accounted for using the cost method of accounting. These affiliated
companies are not material individually or in the aggregate to our financial position, results of operations or cash
flows.
Use of Estimates
The consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States, which require us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and
expenses during the periods reported. Actual results could differ from those estimates. We use estimates in
accounting for, among other items, customer returns, rebates and incentives; allowance for doubtful accounts;
excess and obsolete inventory; share based compensation; acquisitions; product warranty obligations; retirement
benefits; litigation, claims and contingencies, including environmental matters, conditional asset retirement
obligations and contractual indemnifications; and income taxes. We account for changes to estimates and
assumptions prospectively when warranted by factually based experience.
Revenue Recognition
For approximately 90 percent of our consolidated sales, we record sales when all of the following have
occurred: an agreement of sale exists; pricing is fixed or determinable; collection is reasonably assured; and
product has been delivered and acceptance has occurred, as may be required according to contract terms, or
services have been rendered. We recognize revenue for software products and related services in accordance with
Statement of Position (SOP) 97-2, Software Revenue Recognition, as issued by the American Institute of
Certified Public Accountants.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
We recognize substantially all of the remainder of our sales as construction-type contracts using either the
percentage-of-completion or completed contract method of accounting. We record sales relating to these
contracts using the percentage-of-completion method when we determine that progress toward completion is
reasonably and reliably estimable; we use the completed contract method for all others. Under
the
percentage-of-completion method, we recognize sales and gross profit as work is performed using either (i) the
relationship between actual costs incurred and total estimated costs at completion or (ii) units-of-delivery. Under
the percentage-of-completion method, we adjust sales and gross profit for revisions of estimated total contract
costs or revenue in the period the change is identified. We record estimated losses on contracts when they are
identified.
We use contracts and customer purchase orders to determine the existence of an agreement of sale. We use
shipping documents and customer acceptance, when applicable, to verify delivery. We assess whether the fee is
fixed or determinable based on the payment terms associated with the transaction and whether the sales price is
subject to refund or adjustment. We assess collectibility based on the creditworthiness of the customer as
determined by credit evaluations and analysis, as well as the customer’s payment history.
Shipping and handling costs billed to customers are included in sales and the related costs are included in
cost of sales in the Consolidated Statement of Operations.
Returns, Rebates and Incentives
Our primary incentive program provides distributors with cash rebates or account credits based on agreed
amounts that vary depending on the end user or original equipment manufacturer (OEM) customer to whom our
distributor ultimately sells the product. We also offer various other incentive programs that provide distributors
and direct sale customers with cash rebates, account credits or additional products and services based on meeting
specified program criteria. Certain distributors are offered a right to return product, subject to contractual
limitations.
We record accruals for customer returns, rebates and incentives at the time of sale based primarily on
historical experience. Returns, rebates and incentives are recognized as a reduction of sales if distributed in cash
or customer account credits. Rebates and incentives are recognized in cost of sales for additional products and
services to be provided. Accruals are reported as a current liability in our balance sheet or, where a right of
set-off exists, as a reduction of accounts receivable.
Taxes on Revenue Producing Transactions
Taxes assessed by governmental authorities on revenue producing transactions, including sales, value added,
excise and use taxes, are recorded on a net basis (excluded from revenue).
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
We record allowances for doubtful accounts based on customer-specific analysis and general matters such
as current assessments of past due balances and economic conditions. Receivables are stated net of allowances
for doubtful accounts of $12.4 million at September 30, 2007 and $11.2 million at September 30, 2006. In
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
addition, receivables are stated net of an allowance for certain customer returns, rebates and incentives of $8.1
million at September 30, 2007 and $8.5 million at September 30, 2006.
Inventories
Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost
methods. Market is determined on the basis of estimated realizable values.
Property
Property, including internal use software, is stated at cost. We calculate depreciation of property using the
straight-line method over 15 to 40 years for buildings and improvements, 3 to 14 years for machinery and
equipment and 3 to 10 years for computer hardware and internal use software. We capitalize significant renewals
and enhancements and write off replaced units. We expense maintenance and repairs, as well as renewals of
minor amounts.
Intangible Assets
Goodwill and other intangible assets generally result from business acquisitions. We account for business
acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at
their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill.
Intangible assets also include costs of software developed by our software business to be sold, leased or
otherwise marketed, as accounted for under Statement of Financial Accounting Standard (SFAS) No. 86,
Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed.
SFAS No. 142, Goodwill and Other Intangible Assets, requires goodwill and other intangible assets with
indefinite useful lives to be reviewed for impairment annually or more frequently if events or circumstances
indicate an impairment may be present. Any excess in carrying value over the estimated fair value is charged to
results of operations. We perform an annual impairment test during the second quarter of our fiscal year.
We amortize customer relationships, computer software products, technology and other intangible assets
with finite useful lives on a straight-line basis over their estimated useful lives, generally ranging from 3 to 20
years.
Impairment of Long-Lived Assets
We evaluate the recoverability of the recorded amount of long-lived assets whenever events or changes in
circumstances indicate that the recorded amount of an asset may not be fully recoverable. An impairment is
assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying
amount. If we determine that an asset is impaired, we measure the impairment to be recognized as the amount by
which the recorded amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of
the recorded amount or fair value less cost to sell. We determine fair value using a discounted future cash flow
analysis.
Derivative Financial Instruments
We use derivative financial instruments in the form of foreign currency forward exchange contracts and
interest rate swap contracts to manage foreign currency and interest rate risks. We use foreign currency forward
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
exchange contracts to offset changes in the amount of future cash flows associated with intercompany
transactions expected to occur within the next three years (cash flow hedges) and changes in the fair value of
certain assets and liabilities resulting from intercompany loans and other transactions with third parties
denominated in foreign currencies. We sometimes use interest rate swap contracts to manage the balance of fixed
and floating rate debt. Our accounting method for derivative financial instruments is based upon the designation
of such instruments as hedges under accounting principles generally accepted in the United States. It is our policy
to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for
speculative purposes. All foreign currency forward exchange contracts are denominated in currencies of major
industrial countries.
Foreign Currency Translation
We translate assets and liabilities of subsidiaries operating outside of the United States with a functional
currency other than the U.S. dollar into U.S. dollars using exchange rates at the end of the respective period. We
translate sales, costs and expenses at average exchange rates effective during the respective period. We report
foreign currency translation adjustments as a component of other comprehensive income. Currency transaction
gains and losses are included in the results of operations in the period incurred.
Research and Development Expenses
We expense research and development (R&D) costs as incurred; these costs were $143.1 million in 2007,
$148.5 million in 2006 and $128.0 million in 2005. We include R&D expenses in cost of sales in the
Consolidated Statement of Operations.
Income Taxes
We record a liability for income tax exposures when they are probable and the amount can be reasonably
estimated. Tax benefits related to claims are also recognized when they become probable and reasonably
estimable. When determining the probability and the estimability of the liability or tax benefit, we consider the
relevant tax law as applied to us by the particular country, state, or other taxing authority.
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 year. Diluted EPS amounts
are based upon the weighted average number of common and common equivalent shares outstanding during the
year. 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 of the award exceed the
average market price of the same award over the period have an antidilutive effect on EPS, and accordingly, we
exclude them from the calculation. Antidilutive share-based compensation awards for the years ended
September 30, 2007 (1,385,840 shares), 2006 (905,455 shares) and 2005 (20,013 shares) were excluded from the
diluted EPS calculation.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
The following table reconciles basic weighted average outstanding shares to diluted weighted average
outstanding shares (in millions):
Weighted average outstanding shares
2007
2006
2005
Basic weighted average outstanding shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158.7
176.6
183.1
Effect of dilutive securities
Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.4
0.1
3.2
0.1
4.1
—
Diluted weighted average outstanding shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161.2
179.9
187.2
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. We recognize share-based compensation expense on grants
of share-based compensation awards generally on a straight-line basis over the service period of each award
recipient. See Note 11 for additional information. SFAS 123(R) requires us to report the tax benefit from the tax
deduction related to share-based compensation that is in excess of recognized compensation costs (excess tax
benefits) as a financing cash flow rather than as an operating cash flow. Prior to 2006 and the adoption of SFAS
123(R), we reported the entire tax benefit related to the exercise of stock options as an operating cash flow.
Product and Workers’ Compensation Liabilities
We record accruals for product and workers’ compensation claims in the period in which they are probable
liability and workers’
and reasonably estimable. Our principal self-insurance programs include product
compensation where we self-insure up to a specified dollar amount. Claims exceeding this amount up to
specified limits are covered by policies purchased from commercial insurers. We estimate the liability for the
majority of the self-insured claims using our claims experience for the periods being valued.
Environmental Matters
We record accruals for environmental matters in the period in which our responsibility is probable and the
cost can be reasonably estimated. We make changes to the accruals in the periods in which the estimated costs of
remediation change. At environmental sites for which more than one potentially responsible party has been
identified, we record a liability for our estimated allocable share of costs related to our involvement with the site
as well as an estimated allocable share of costs related to the involvement of insolvent or unidentified parties. At
environmental sites for which we are the only responsible party, we record a liability for the total estimated costs
of remediation. We do not discount to their present value future expenditures for environmental remediation
obligations. If we determine that recovery from insurers or other third parties is probable, we record a receivable
for the estimated recovery.
Conditional Asset Retirement Obligations
We account for conditional asset retirement obligations under Financial Accounting Standards Board
(FASB) Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). We accrue for
costs related to a legal obligation associated with the retirement of a tangible long-lived asset that results from
the acquisition, construction, development or the normal operation of the long-lived asset. The obligation to
perform the asset retirement activity is not conditional even though the timing or method may be conditional. See
Note 17 for more information related to these obligations.
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
Recent Accounting Pronouncements
SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and 132(R) (SFAS 158), became effective for us as of
September 30, 2007. SFAS 158 requires us to recognize an asset or liability in our consolidated balance sheet
reflecting the funded status of pension and other postretirement benefit plans with current-year changes in the
funded status recognized in shareowners’ equity. SFAS 158 did not change the existing criteria for measurement
of periodic benefit costs, plan assets or benefit obligations. Additionally, SFAS 158 requires us to measure the
funded status as of the date of the Consolidated Balance Sheet by September 30, 2009. Had we not been required
to adopt SFAS 158 at September 30, 2007, we would have recognized an additional minimum pension liability
pursuant to the provisions of SFAS No. 87, Employers’ Accounting for Pensions (SFAS 87). The effect of
recognizing the additional minimum pension liability is included in the table below in the column labeled “Prior
to Adopting SFAS 158.”
Other intangible asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . .
September 30, 2007
Prior to
Adopting
SFAS 158
Effects of
Adopting
SFAS 158
$ 244.0
608.9
(103.7)
4,642.0
(297.4)
(30.5)
$
(0.6)
(224.6)
129.0
(96.2)
(104.0)
200.2
As
Reported
$ 243.4
384.3
25.3
4,545.8
(401.4)
169.7
See Note 12 for further details on our pension and postretirement plans.
In June 2007, the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force Issue
No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11).
EITF 06-11 specifies how companies should recognize the income tax benefit received on dividends that are
(a) paid to employees holding equity-classified nonvested shares, equity-classified nonvested share units, or
equity-classified outstanding share options and (b) charged to retained earnings under SFAS 123(R). EITF 06-11
is effective for us beginning in 2009. We do not believe EITF 06-11 will have a material effect on our financial
statements and related disclosures.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 permits companies to choose to measure at fair value many
financial instruments and certain other items that are not currently required to be measured at fair value. SFAS
159 is effective for us beginning in 2009. We do not believe SFAS 159 will have a material effect on our
financial statements and related disclosures.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157
defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value
measurements. It also establishes a fair value hierarchy that prioritizes information used in developing
assumptions when pricing an asset or liability. SFAS 157 will be effective for us beginning in fiscal 2009. We do
not believe SFAS 157 will have a material effect on our financial statements; we will expand our disclosures in
accordance with the requirements of SFAS 157 upon adoption.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48),
which became effective for us on October 1, 2007. FIN 48 clarifies the accounting for uncertainty in income
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
1. Basis of Presentation and Accounting Policies — (Continued)
taxes recognized in an enterprise’s 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. Shareowners’ equity will decrease by up to $10 million as a result of the adoption of FIN 48 as of
October 1, 2008.
2. Acquisitions and Divestitures
Acquisitions
In 2007, our Control Products & Solutions segment acquired Industrial Control Services Group Limited,
which does business as ICS Triplex, and ProsCon Holdings Ltd. (ProsCon). The aggregate purchase price of
these two acquisitions was approximately $268.8 million in cash.
ICS Triplex, headquartered in the United Kingdom and acquired in July 2007, is a leading global supplier of
critical control and safety solutions to process industries. It develops, delivers and maintains advanced products
and solutions for high availability, fault-tolerant applications in process industry segments worldwide. It serves
primarily the oil and gas, chemicals and power generation industries.
ProsCon is a process solutions systems integrator headquartered in Ireland that we acquired in February
2007. Its areas of expertise include process technology and control systems and information technology, and it
serves customers primarily in the pharmaceutical and biotechnology industries.
We recorded intangible assets of $126.0 million resulting from the preliminary purchase price allocations of
the ICS Triplex and ProsCon acquisitions, which are pending the finalization of the intangible asset valuation and
other matters. Intangible assets assigned include $52.7 million to customer relationships (12-year weighted
average useful life), $29.3 million to technology (10-year weighted average useful life), $14.5 million to other
intangible assets (7-year weighted average useful life) and $29.5 million to intangible assets not subject to
amortization (related to the ICS Triplex™ trademark). We recorded a charge of $1.3 million during the fourth
quarter of 2007 for in process research and development in cost of sales related to the acquisition of ICS Triplex.
We recognized goodwill of $139.1 million related to these transactions, none of which is expected to be
deductible for local tax purposes. We assigned the full amount of goodwill to our Control Products & Solutions
segment.
In May 2006, our Architecture & Software segment acquired GEPA mbH, a provider of change
management software for industrial automation, process control and industrial information technology. In
January 2006, our Control Products & Solutions segment acquired Caribbean Integration Engineers, Inc. (CIE).
CIE offers engineering services in control systems integration, process automation, computer system validation
and IT solutions. Our Architecture & Software segment also acquired Datasweep, Inc., a provider of production
management software, in December 2005.
During 2006, in connection with the purchase price allocations of Datasweep, Inc., CIE and GEPA mbH, we
recorded intangible assets of $22.3 million, of which $10.8 million was assigned to technology and $4.1 million
was assigned to customer relationships. The remainder is classified as other intangible assets.
The results of operations of the acquired businesses have been included in our Consolidated Statement of
Operations since the dates of acquisition. Pro forma financial information and allocation of the purchase price is
not presented as the individual effects of these acquisitions are not material to our results of operations and
financial position.
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. Acquisitions and Divestitures — (Continued)
Divestitures
On January 31, 2007, we divested our Dodge mechanical and Reliance Electric motors and motor repair
services businesses to Baldor. These were the principal businesses of our former Power Systems operating
segment. See Note 13 for more information.
In September 2006, we and Rockwell Collins, Inc. (Rockwell Collins) sold our investment in Rockwell
Scientific Company LLC (RSC) for an aggregate of $167.5 million in cash. Before the sale, we and Rockwell
Collins each owned 50 percent of RSC. As part of the transaction, among other things, we retained certain
licenses for intellectual property owned by RSC. Additionally, we incurred expenses and funded certain RSC
cash balances in connection with the sale, were obligated to pay to RSC $2.8 million in 2007 and are obligated to
pay RSC $1.2 million in 2009. We recorded a gain on sale of $19.9 million ($12.0 million after tax, or $0.07 per
share) in 2006.
In March 2006, our Architecture & Software segment sold the assets of our ElectroCraft Engineered
Solutions business. See Note 13 for more information.
3. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the years ended September 30, 2006 and 2007 are (in
millions):
Architecture &
Software
Control
Products &
Solutions
Balance as of September 30, 2005 . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of September 30, 2006 . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$306.1
15.4
6.7
328.2
—
6.9
$356.3
3.5
5.8
365.6
139.1
18.7
Total
$662.4
18.9
12.5
693.8
139.1
25.6
Balance as of September 30, 2007 . . . . . . . . . . . . . . . . . . . . . . .
$335.1
$523.4
$858.5
Other intangible assets consist of (in millions):
September 30, 2007
Carrying
Amount
Accumulated
Amortization
Net
Amortized intangible assets:
Computer software products . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total amortized intangible assets . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . .
$111.2
58.0
65.4
52.6
287.2
73.7
$ 63.5
2.1
25.0
26.9
117.5
—
$ 47.7
55.9
40.4
25.7
169.7
73.7
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$360.9
$117.5
$243.4
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Goodwill and Other Intangible Assets — (Continued)
September 30, 2006
Carrying
Amount
Accumulated
Amortization
Net
Amortized intangible assets:
Computer software products . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total amortized intangible assets . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . . .
$ 96.2
4.1
35.1
33.9
169.3
45.7
$50.4
0.4
19.5
18.6
88.9
—
$ 45.8
3.7
15.6
15.3
80.4
45.7
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$215.0
$88.9
$126.1
Computer software products represent costs of computer software to be sold, leased or otherwise marketed,
as accounted for under SFAS 86. We have reclassified non-SFAS 86 software received in conjunction with
certain acquisitions from the Computer software products category into the Technology category in the chart
above to conform to current year presentation. Computer software products amortization expense was $9.7
million in 2007, $11.8 million in 2006 and $11.8 million in 2005.
The Allen-Bradley® and ICS Triplex™ trademarks have an indefinite life, and therefore are not subject to
amortization.
Estimated amortization expense is $34.3 million in 2008, $25.2 million in 2009, $16.9 million in 2010,
$13.5 million in 2011, and $11.7 million in 2012.
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 second quarter of 2007 and
concluded that no impairments exist.
4.
Inventories
Inventories consist of (in millions):
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw materials, parts, and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$184.9
130.4
189.4
$132.6
98.7
180.2
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$504.7
$411.5
September 30,
2007
2006
We report
inventories net of the allowance for excess and obsolete inventory of $36.3 million at
September 30, 2007 and $31.4 million at September 30, 2006.
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5.
Property, net
Property consists of (in millions):
September 30,
2007
2006
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Internal use software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7.5
255.6
1,097.3
241.7
63.0
$
5.1
243.5
1,028.4
199.5
39.2
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,665.1
(1,154.8)
1,515.7
(1,047.2)
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
510.3
$
468.5
6. Long-term and Short-term Debt
Long-term debt consists of (in millions):
6.15% notes, payable in 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.70% debentures, payable in 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.20% debentures, payable in 2098 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized discount and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30,
2007
2006
348.2
250.0
200.0
(44.3)
753.9
(348.2)
$
343.2
250.0
200.0
(45.0)
748.2
—
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
405.7
$
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 7.80 percent at September 30, 2007 and 8.02 percent at 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 on the Consolidated Balance Sheet with a corresponding adjustment to the
carrying value of the underlying debt at September 30, 2007 and 2006. The fair value of the Swap, based upon
quoted market prices for contracts with similar maturities, was a liability of $1.8 million at September 30, 2007
and a liability of $6.8 million at September 30, 2006.
On October 26, 2004, we entered into a five-year $600.0 million unsecured revolving credit facility. Our
$600.0 million credit facility remains in effect and we have not drawn down under it at September 30, 2007 or
2006. Borrowings under our credit facility bear interest based on short-term money market rates in effect during
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. Long-term and Short-term Debt — (Continued)
the period the borrowings are outstanding. The terms of our credit facility 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 our credit facility at September 30, 2007 and 2006. In addition to our $600.0 million credit
facility, short-term unsecured credit facilities of approximately $172.3 million at September 30, 2007 were
available to foreign subsidiaries.
On September 29, 2006, we entered into a 364-day $250.0 million unsecured revolving credit facility. We
terminated this facility effective March 30, 2007, as we no longer considered the liquidity provided by this
facility to be necessary.
There were no significant commitment fees or compensating balance requirements under any of our credit
facilities. Borrowings under our credit facilities during 2007 and 2006 were not significant.
Our short-term debt obligations primarily relate to commercial paper borrowings. Commercial paper
borrowings outstanding were $173.0 million at September 30, 2007 and $219.0 million at September 30, 2006.
At September 30, 2007 the weighted average interest rate and original maturity period of the commercial paper
outstanding were 5.1 percent and three days, respectively. At September 30, 2006 the weighted average interest
rate and original maturity period of the commercial paper outstanding were 5.4 percent and three days,
respectively.
Interest payments were $64.3 million during 2007, $58.6 million during 2006 and $45.6 million during
2005.
7. Other Current Liabilities
Other current liabilities consist of (in millions):
Advance payments from customers and deferred revenue . . . . . . . . . . . . . . . . . . . .
Customer returns, rebates and incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized losses on foreign exchange contracts (Note 9) . . . . . . . . . . . . . . . . . . . .
Product warranty obligations (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes other than income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special charges (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30,
2007
2006
$121.5
120.5
38.2
34.9
42.2
19.6
69.5
$ 98.7
102.7
8.5
37.1
34.7
—
66.7
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$446.4
$348.4
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 known and reasonably estimable. Our product warranty obligations are
included in other current liabilities in the Consolidated Balance Sheet.
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8.
Product Warranty Obligations — (Continued)
Changes in the product warranty obligations are (in millions):
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranties recorded at time of sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to pre-existing warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 37.1
45.8
(3.4)
(44.6)
$ 33.0
49.9
(0.1)
(45.7)
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 34.9
$ 37.1
September 30,
2007
2006
9.
Financial Instruments
Our financial instruments include long-term debt, foreign currency forward exchange contracts and an
interest rate swap. The following is a summary of the carrying value and fair value of our financial instruments
(in millions):
September 30, 2007
September 30, 2006
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Long-term debt, including current portion . . . . . . . . . . . .
Foreign currency forward exchange contracts . . . . . . . . .
Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(753.9)
(33.0)
(1.8)
$(777.3)
(33.0)
(1.8)
$(748.2)
(6.6)
(6.8)
$(803.7)
(6.6)
(6.8)
We base the fair value of long-term debt upon quoted market prices for the same or similar issues. We base
the fair value of foreign currency forward exchange contracts on quoted market prices for contracts with similar
maturities.
Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at
specified future dates at specified exchange rates. At September 30, 2007 and 2006, we had outstanding foreign
currency forward exchange contracts primarily consisting of contracts relating to the euro, British pound sterling,
Swiss franc, Singapore dollar and South Korean won. The foreign currency forward exchange contracts are
recorded in other current assets in the amounts of $5.2 million as of September 30, 2007 and $1.9 million as of
September 30, 2006 and other current liabilities in the amounts of $38.2 million as of September 30, 2007 and
$8.5 million as of September 30, 2006. We have designated certain foreign currency forward exchange contracts
related to forecasted intercompany transactions as cash flow hedges. The amount recognized in earnings as a
result of the ineffectiveness of cash flow hedges was not significant.
We also hold financial instruments consisting of cash, accounts receivable, accounts payable and short-term
debt. The carrying value of these assets and liabilities as reported in our Consolidated Balance Sheet approximate
fair value.
10. Shareowners’ Equity
Common Stock
At September 30, 2007, the authorized stock of the Company consisted of one billion shares of common
stock, par value $1.00 per share, and 25 million shares of preferred stock, without par value. At September 30,
2007, 14.6 million shares of common stock were reserved for various incentive plans.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
10. Shareowners’ Equity — (Continued)
Changes in outstanding common shares are summarized as follows (in millions):
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares delivered under incentive plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170.8
(23.8)
2.4
179.7
(12.2)
3.3
183.8
(9.8)
5.7
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
149.4
170.8
179.7
2007
2006
2005
During September 2007, we repurchased 0.1 million shares of common stock for $7.5 million that did not
settle until October 2007. These outstanding purchases were recorded in accounts payable at September 30, 2007.
During September 2006, we repurchased 0.4 million shares of common stock for $20.6 million that did not settle
until October 2006. These outstanding purchases were recorded in accounts payable at September 30, 2006.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of (in millions):
Minimum pension liability adjustments (Notes 1 and 12) . . . . . . . . . . . . . . . . . . . .
Unrecognized pension and postretirement benefit plan liabilities (Notes 1
and 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized losses on cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gains on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30,
2007
2006
$ — $(23.3)
(216.7)
61.2
(16.7)
2.5
—
(51.0)
(1.1)
0.1
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(169.7)
$(75.3)
Unrealized losses on cash flow hedges of $6.4 million ($3.9 million after tax) in 2007 and gains of $3.4
million ($2.0 million after tax) in 2006 were reclassified into earnings and offset gains and losses, respectively,
on the hedged items. Approximately $13.8 million ($8.5 million after tax) of the net unrealized losses on cash
flow hedges as of September 30, 2007 will be reclassified into earnings during 2008. We expect that these
unrealized losses will be offset when the hedged items are recognized in earnings.
Unrealized gains on investment securities includes unrealized income, net of tax, of $2.5 million in 2007,
related to our investment in Baldor common stock acquired in the sale of the principal businesses of our former
Power Systems operating segment. The investment is recorded in other current assets as an available-for-sale
security with a fair value at September 30, 2007 of $34.0 million.
11. Share-Based Compensation
Effective October 1, 2005, we adopted 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. Other than for
restricted stock, no share-based employee compensation cost was reflected in net income before October 1, 2005.
SFAS 123(R) requires us to report the tax benefit from the tax deduction related to share-based compensation
that is in excess of recognized compensation costs (excess tax benefits) as a financing cash flow rather than as an
operating cash flow. Before October 1, 2005 we reported the entire tax benefit related to the exercise of stock
options as an operating cash flow.
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Share-Based Compensation — (Continued)
During 2007 and 2006, we recognized $29.0 million and $25.5 million in share-based compensation
expense in income from continuing operations, respectively. The total income tax benefit related to share-based
compensation recorded in continuing operations was $10.2 million during 2007 and $8.8 million during 2006.
We recognize compensation expense on grants of share-based compensation awards generally on a straight-line
total unrecognized
basis over the service period of each award recipient. As of September 30, 2007,
compensation cost related to share-based compensation awards was $29.7 million, net of estimated forfeitures,
which we expect to recognize over a weighted average period of approximately 1.7 years.
Our 2000 Long-Term Incentives Plan, as amended, authorizes us to deliver up to 24 million shares of our
common stock upon exercise of stock options, or upon grant or in payment of stock appreciation rights,
performance shares, performance units and restricted stock. Our 2003 Directors Stock Plan, as amended,
authorizes us to deliver up to 0.5 million shares of our common stock upon exercise of stock options or upon
grant of shares of our common and restricted stock. Approximately 4.9 million shares under our 2000 Long-Term
Incentives Plan and 0.4 million shares under our 2003 Directors Stock Plan remain available for future grant or
payment at September 30, 2007. We use treasury stock to deliver shares of our common stock under these plans.
Our 2000 Long-Term Incentives Plan does not permit share-based compensation awards to be granted after
November 30, 2009.
Stock Options
We have granted non-qualified and incentive stock options to purchase our common stock under various
incentive plans at prices equal to the fair market value of the stock on the grant dates. The exercise price for some
options granted under the plans may be paid in cash, shares of common stock or a combination of cash and
shares. Stock options expire ten years after the grant date and vest ratably over three years.
The per share weighted average fair value of stock options granted during the years ended September 30,
2007, 2006 and 2005 was $20.02, $17.67 and $12.60, respectively. We estimated the fair value of each stock
option on the date of grant using the Black-Scholes pricing model and the following assumptions:
Average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.59% 4.35% 3.59%
1.47% 1.56% 1.50%
0.32
0.31
5.3
5.4
0.31
5.0
2007
2006
2005
The average risk-free interest rate is based on the five-year U.S. treasury security rate in effect as of the
grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market
value of our common stock as of the grant date. We determined expected volatility using a weighted average of
daily historical volatility (90 percent) of our stock price over the past five years and implied volatility (10
percent) based upon exchange traded options for our common stock. We determined that a blend of historical
volatility and implied volatility better reflects future market conditions and better indicates expected volatility
than purely historical volatility. We determined the expected term of the stock options using historical data
adjusted for the estimated exercise dates of unexercised options.
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Share-Based Compensation — (Continued)
A summary of stock option activity for the years ended September 30, 2007, 2006 and 2005 are:
Wtd. Avg.
Exercise
Price
Wtd. Avg.
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(years)
(in millions)
Shares
(in thousands)
Number of shares under option:
Outstanding at September 30, 2004 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,082
2,449
(5,703)
(126)
Outstanding at September 30, 2005 . . . . . . .
10,702
Vested or expected to vest at September 30,
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,702
Exercisable at September 30, 2005 . . . . . . . .
5,478
Outstanding at September 30, 2005 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,702
1,567
(3,124)
(206)
Outstanding at September 30, 2006 . . . . . . .
8,939
Vested or expected to vest at September 30,
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at September 30, 2006 . . . . . . . .
Outstanding at September 30, 2006 . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at September 30, 2007 . . . . . . .
Vested or expected to vest at September 30,
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable at September 30, 2007 . . . . . . . .
8,720
4,947
8,939
1,176
(2,417)
(335)
7,363
7,221
4,794
$18.17
44.11
16.18
22.11
25.12
25.12
16.96
$25.12
56.88
19.36
40.03
32.29
31.97
21.86
$32.29
63.64
26.92
51.94
38.17
37.81
28.27
6.8
6.8
5.3
6.7
6.7
5.5
6.4
6.4
5.4
$297.8
297.8
196.9
$230.7
227.9
179.3
$230.7
228.9
197.7
The table below presents stock option activity for years ended September 30, 2007, 2006, and 2005
(in millions):
Total intrinsic value of stock options exercised . . . . . . . . . . . . . . . . . . . . .
Cash received from stock option exercises . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit from the exercise of stock options . . . . . . . . . . . . . . .
Total fair value of stock options vested . . . . . . . . . . . . . . . . . . . . . . . . . . .
$93.1
64.9
28.4
25.2
$141.3
60.1
48.5
19.8
$190.9
91.6
72.1
12.4
2007
2006
2005
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Share-Based Compensation — (Continued)
Performance Share Awards
Certain officers and key employees are also eligible to receive shares of our common stock in payment of
performance share awards granted to them. During 2007, we granted 99,300 performance share awards (for
which up to 198,600 shares of our common stock could be delivered in payment). In 2006, we granted 143,100
performance share awards (for which up to 286,200 shares of our common stock could be delivered in payment).
Grantees of performance shares will be eligible to receive shares of our common stock depending upon our total
shareowner return, assuming reinvestment of all dividends, relative to the performance of the S&P 500 over a
three-year period. At September 30, 2007 and September 30, 2006, performance share awards outstanding were
206,021 and 140,500, respectively.
The per share fair value of performance share awards granted during the year ended September 30, 2007 and
September 30, 2006 were $72.24 and $63.24, respectively, which we determined using a Monte Carlo simulation
and the following assumptions:
Average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility (Rockwell Automation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility (average S&P 500 firm) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
2006
4.72% 4.41%
1.49% 1.56%
0.28
0.25
0.32
0.36
The average risk-free interest rate is based on the three-year U.S. treasury security rate in effect as of the
grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market
value of our common stock as of the grant date. We determined the expected volatilities using daily historical
volatility for the period from November 2002 through November 2005 for the 2006 award and from November
2003 through November 2006 for the 2007 award.
Restricted Stock
We also grant restricted stock awards to certain employees and members of the Board of Directors.
Restrictions lapse over periods ranging from one to five years. We value restricted stock awards at the closing
market value of our common stock on the date of grant.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Share-Based Compensation — (Continued)
A summary of restricted stock activity for the years ended September 30, 2007, 2006 and 2005 is as follows:
Restricted stock balance at September 30, 2004 . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock balance at September 30, 2005 . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock balance at September 30, 2006 . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock balance at September 30, 2007 . . . . . . . .
Wtd. Avg.
Grant
Date Share
Fair Value
$36.30
48.81
45.67
33.69
$34.67
58.07
46.44
42.29
$45.62
64.06
36.12
54.10
$52.05
Shares
(in thousands)
139
32
(51)
(1)
119
94
(9)
(7)
197
65
(32)
(19)
211
Aggregate
Intrinsic Value
(in millions)
$ 5.4
$ 6.3
$11.5
$14.7
Prior Year Pro Forma Expense
The following table illustrates the effect on net income and earnings per share as if the fair value-based
method provided by SFAS No. 123, Accounting for Stock-Based Compensation, had been applied for all
outstanding and unvested awards for periods before we adopted SFAS 123(R) (in millions, expect per share
amounts):
Net income, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Share-based employee compensation expense included in reported net income, net of
2005
$540.0
related tax effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.6
Deduct: Total share-based employee compensation expense determined under fair value-
based method for all awards, net of related tax effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18.8)
Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$521.8
Earnings per share:
Basic — as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.95
Basic — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.85
Diluted —as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.88
Diluted — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2.79
Pro forma net income for 2005 includes an additional $4.9 million after tax of compensation expense for
retirement eligible stock option participants. Previously we reported compensation expense for these participants
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Share-Based Compensation — (Continued)
over the vesting period. Stock options granted to retirement eligible plan participants who retire under our
retirement plans on or after the first anniversary of the grant date continue to vest post-retirement in accordance
with plan provisions and agreements related thereto. If the plan participant retires less than twelve months from
the grant date, the options under that grant are forfeited. Stock compensation expense on grants to plan
participants who are retirement eligible on the grant date or who will be retirement eligible in less than twelve
months from the grant date is reported in pro forma net income over the twelve month period from the grant date.
We report stock compensation expense on grants to plan participants who become retirement eligible between
twelve and thirty-six months after the grant date in pro forma net income over the period from grant date to the
retirement eligibility date.
12. Retirement Benefits
We sponsor funded and unfunded pension plans and other postretirement benefit plans for our employees.
The pension plans cover most of our employees and provide for monthly pension payments to eligible employees
after retirement. Pension benefits for salaried employees generally are based on years of credited service and
average earnings. Pension benefits for hourly employees are primarily based on specified benefit amounts and
years of service. Our policy with respect to funding our pension obligations is to fund the minimum amount
required by applicable laws and governmental regulations. We may, however, at our discretion, fund amounts in
excess of the minimum amount required by laws and regulations, as we did in 2007 and 2006. Other
postretirement benefits are primarily in the form of retirement medical plans that cover most of our United States
employees and provide for the payment of certain medical costs of eligible employees and dependents after
retirement.
Effective September 30, 2007, we adopted SFAS 158. See Note 1 for the incremental effects of adoption of
SFAS 158 on our Consolidated Balance Sheet at September 30, 2007.
The components of net periodic benefit cost in income from continuing operations are (in millions):
Service cost . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . .
Amortization:
Pension Benefits
Other Postretirement Benefits
2007
2006
2005
2007
2006
2005
$ 56.8
127.6
(161.8)
$ 64.8
105.3
(140.6)
$ 51.1
101.3
(111.6)
$ 3.9
13.3
—
$ 5.5
12.2
—
$ 3.3
12.7
—
Prior service credit . . . . . . . . . . . . . . .
Net transition obligation . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . .
(4.6)
0.1
28.2
(3.9)
—
46.0
1.0
(0.2)
14.0
(16.5)
—
12.3
(10.7)
—
11.7
(10.7)
—
7.4
Net periodic benefit cost . . . . . . . . . . . . .
$ 46.3
$ 71.6
$ 55.6
$ 13.0
$ 18.7
$ 12.7
Excluded from this net periodic benefit cost table but included in income from discontinued operations in
the Consolidated Statement of Operations is pre-tax pension benefit cost of $3.8 million, $12.0 million and $10.6
million and pre-tax other postretirement benefit cost of $4.8 million, $16.7 million and $12.2 million for the
years ended September 30, 2007, 2006 and 2005, respectively. Also in 2007, we recognized a pension
curtailment loss of $0.4 million, an other postretirement benefits curtailment gain of $45.1 million and an
additional other postretirement benefits settlement gain of $11.0 million related to the sale of our Dodge
mechanical and Reliance Electric motors and motor repair services businesses that is reflected in income from
discontinued operations in the Consolidated Statement of Operations. In connection with the sale of our Dodge
mechanical and Reliance Electric motors and motor repair services businesses, we retained the pension liability
related to the eligible Power Systems participants in our U.S. Plan and Canada Salary Plan and the other
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Retirement Benefits — (Continued)
postretirement benefit liability for eligible U.S. non-union and Canada Salary retirees as of the date of the sale,
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, have been transferred with the sale of these businesses.
Benefit obligation, plan assets, funded status, and net liability information is summarized as follows
(in millions):
Pension Benefits
Other Postretirement
Benefits
2007
2006
2007
2006
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost
Service cost — divested business . . . . . . . . . . . . . . . . . . . . . .
Interest cost — divested business . . . . . . . . . . . . . . . . . . . . . .
Actuarial losses (gains)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Curtailment (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation and other . . . . . . . . . . . . . . . . . . . . . . . . .
$2,342.3
56.8
127.6
4.9
12.3
45.8
1.5
(8.6)
4.9
(107.6)
12.3
$2,517.9
64.8
105.3
10.0
18.9
(308.2)
1.6
—
4.8
(98.3)
25.5
$ 209.7
3.9
13.3
0.7
3.6
21.1
—
(0.3)
8.9
(28.9)
2.0
$ 361.1
5.5
12.2
2.5
5.3
(71.9)
(81.6)
—
9.8
(33.5)
0.3
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . .
2,492.2
2,342.3
234.0
209.7
Plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency translation and other . . . . . . . . . . . . . . . . . . . . . . . . .
2,359.0
360.2
42.2
4.9
(107.6)
45.4
1,678.3
162.2
591.6
4.8
(98.3)
20.4
Plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,704.1
2,359.0
—
—
20.0
8.9
(28.9)
—
—
Funded status of plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions after measurement date . . . . . . . . . . . . . . . . . . .
Unamortized amounts:
Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
211.9
6.8
16.7
—
(234.0)
—
—(a)
—(a)
—(a)
(55.2)
1.6
537.5
—(a)
—(a)
—(a)
—
—
23.7
9.8
(33.5)
—
—
(209.7)
—
(150.2)
—
164.8
Net amount on balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 218.7
$ 500.6
$(234.0)
$(195.1)
Net amount on balance sheet consists of:
Prepaid pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total retirement benefit liability . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . .
$ 384.3
(165.6)
—(a)
—(a)
—(a)
$ 596.6
(130.6)
11.2
0.1
23.3
$ — $ —
(195.1)
—
—
—
(234.0)
—
—
—
Net amount on balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 218.7
$ 500.6
$(234.0)
$(195.1)
(a) Amounts recognized in Shareowners’ Equity in 2007 pursuant to SFAS 158. See Note 1.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Retirement Benefits — (Continued)
Amounts included in accumulated other comprehensive loss, net of tax, at September 30, 2007 which have
not yet been recognized in net periodic benefit cost are as follows (in millions):
Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
Postretirement
Benefits
$ (59.8)
102.4
1.5
Pension
$ (30.2)
201.8
1.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$172.6
$ 44.1
Included in accumulated other comprehensive loss at September 30, 2007 are prior service credits of $19.5
million ($11.9 million net of tax), net actuarial loss of $32.2 million ($19.7 million net of tax), and net transition
obligation of $0.6 million ($0.3 million net of tax) expected to be recognized in pension and other postretirement
net periodic benefit cost during the fiscal year ending September 30, 2008.
In 2005, we amended our U.S. pension plan effective for 2006 to eliminate the early retirement subsidy for
certain employees. The amendment reduced the pension obligation by approximately $70 million in 2005 and
also reduced annual pension expense recognized over the average remaining service life of plan participants.
In 2007, 2006 and 2005 we voluntarily contributed $8.0 million, $450.0 million and $150.0 million to our
U.S. qualified pension plan trust.
The accumulated benefit obligation for our pension plans is $2,316.4 million as of the 2007 measurement
date and $2,161.4 million as of the 2006 measurement date.
We use an actuarial measurement date of June 30 to measure our benefit obligations, plan assets and to
calculate our net periodic benefit cost for pension and other postretirement benefits.
Net Periodic Benefit Cost Assumptions
Significant assumptions used in determining net periodic benefit cost for the period ended September 30 are
(in weighted averages):
Pension Benefits
September 30,
Other
Postretirement Benefits
September 30,
2007
2006
2005
2007
2006
2005
U.S. Plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . . .
Non-U.S. Plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . . .
60
6.50% 5.25% 6.25% 6.50% 5.00% 6.25%
8.00% 8.50% 8.50% —
4.19% 4.06% 4.50% —
—
—
—
—
4.60% 4.18% 5.03% 5.50% 5.00% 6.25%
5.83% 5.90% 6.25% —
2.62% 2.62% 2.63% —
—
—
—
—
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Retirement Benefits — (Continued)
Net Benefit Obligation Assumptions
Significant assumptions used in determining the benefit obligations are (in weighted averages):
U.S. Plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Healthcare cost trend rate(1) . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-U.S. Plans
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation increase rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Healthcare cost trend rate(2) . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension Benefits
September 30,
Other
Postretirement Benefits
September 30,
2007
2006
2007
2006
6.50% 6.50%
4.15% 4.19%
—
—
4.98% 4.59%
2.86% 2.62%
—
—
6.25%
—
9.00%
5.25%
—
9.50%
6.50%
—
10.00%
5.50%
—
8.00%
(1) The healthcare cost trend rate reflects the estimated increase in gross medical claims costs as required to be disclosed by SFAS No. 132,
Employers’ Disclosures about Pensions and Other Postretirement Benefits. As a result of the plan amendment adopted effective
October 1, 2002, our effective per person retiree medical cost increase is zero percent beginning in 2005 for the majority of our
postretirement benefit plans. For our other plans, we assume gross healthcare cost trend rate will decrease to 5.50% in 2011.
(2) Decreasing to 4.50% in 2012.
In determining the expected long-term rate of return on assets assumption, we equally consider the historical
performance and the future expected performance for returns for each asset category, as well as the target asset
allocation of the pension portfolios. This resulted in the selection of the weighted average long-term rate of return
on assets assumption. Our global weighted-average asset allocations at September 30, by asset category, are:
Asset Category
Allocation
Range
Target
Allocation
September 30,
2007
2006
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50% - 80%
20% - 50%
0% - 20%
63%
36%
1%
65% 62%
34% 37%
1%
1%
The investment objective for pension funds related to our defined benefit plans is to meet the plan’s benefit
obligations, while maximizing the long-term growth of assets without undue risk. We strive to achieve this
objective by investing plan assets within target allocation ranges and diversification within asset categories.
Target allocation ranges are guidelines that are adjusted periodically based on ongoing monitoring by plan
fiduciaries. Investment risk is controlled by rebalancing to target allocations on a periodic basis and ongoing
monitoring of investment manager performance relative to the investment guidelines established for each
manager.
As of September 30, 2007 and 2006, our pension plans do not own our common stock.
In certain countries in which we operate, there are no legal requirements or financial incentives provided to
companies to pre-fund pension obligations. In these instances, we typically make benefit payments directly from
cash as they become due, rather than by creating a separate pension fund.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Retirement Benefits — (Continued)
Estimated Future Payments
We expect to contribute approximately $35 million related to our worldwide pension plans and $24.3
million to our postretirement benefit plans in 2008.
The following benefit payments, which include employees’ expected future service, as applicable, are
expected to be paid (in millions):
Pension Benefits
Other
Postretirement
Benefits
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 - 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$119.6
123.6
127.8
132.8
138.9
771.6
$24.3
23.6
23.0
22.7
21.7
94.3
Other Postretirement Benefits
A one-percentage point change in assumed healthcare cost trend rates would have the following effect
(in millions):
One-Percentage
Point Increase
One-Percentage
Point Decrease
2007
2006
2007
2006
Increase (decrease) to total of service and interest cost
components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) to postretirement benefit obligation . . . . . . .
$0.4
1.7
$1.4
2.0
$(0.3)
(1.4)
$(1.2)
(1.6)
Pension Benefits
Information regarding our pension plans with accumulated benefit obligations in excess of the fair value of
plan assets (underfunded plans) as of the 2007 and 2006 measurement dates (June 30) are as follows
(in millions):
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$165.7
146.8
18.3
$177.4
160.6
41.3
2007
2006
Defined Contribution Savings Plans
We also sponsor certain defined contribution savings plans for eligible employees. Expense related to these
plans was $24.3 million in 2007, $23.4 million in 2006, and $21.2 million in 2005.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Discontinued Operations
The following is a summary of the composition of income from discontinued operations included in the
Consolidated Statement of Operations (in millions):
2007
2006
2005
Power Systems net income from operations . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Power Systems (net of tax expense of $192.2 million)
. . .
ElectroCraft net loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ElectroCraft loss on sale (net of tax benefit of $ 0.9)
. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax matters (see Note 16)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 42.3
868.2
—
—
—
8.0
$100.1
—
(0.3)
(1.4)
—
(3.0)
$70.8
—
(0.1)
—
21.6
—
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$918.5
$ 95.4
$92.3
Power Systems
On January 31, 2007, we sold our Dodge mechanical and Reliance Electric motors and motor repair services
businesses to Baldor for $1.8 billion, comprised of $1.75 billion in cash and approximately 1.6 million shares of
Baldor common stock. The results of operations and gain on sale of these businesses are reported in income from
discontinued operations in the Consolidated Financial Statements for all periods presented. Assets and liabilities
sold are classified as assets available for sale and liabilities associated with assets available for sale in the
Consolidated Balance Sheet at September 30, 2006.
ElectroCraft Engineered Solutions
During 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.
Other
During 2007, we recorded a change in estimate of a contingent liability related to a divested business,
resulting in income of $9.0 million with no income tax effect. We also recorded a net charge of $1.6 million
($1.0 million after tax) related to legal matters associated with the former Rockwell International Corporation’s
operation of the Rocky Flats facility for the U.S. Department of Energy and professional services fees related to
these and other discontinued operations matters.
In 2006, we recorded a $5.0 million ($3.0 million after tax) accrual for legal contingencies related to the
former Rockwell International Corporation’s operation of the Rocky Flats facility for the U.S. Department of
Energy.
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Discontinued Operations — (Continued)
Summarized Results
Summarized results of Power Systems and ElectroCraft operations are (in millions):
Four Months
Ended
January 31,
2007
Year Ended
September 30,
2006
2005
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$340.7
$1,005.0
$891.7
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 69.6
(27.3)
$ 157.4
(57.6)
$107.1
(36.4)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 42.3
$
99.8
$ 70.7
The assets classified as available for sale and the liabilities classified as associated with assets available for
sale in the Consolidated Balance Sheet are:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current assets available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Other intangible assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current assets available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities associated with assets available for sale . . . . . . . . . . . . . . . . . . . . . .
Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities associated with assets available for sale . . . . . . . . . . . . . . . . . .
September 30,
2006
$
6.6
135.7
188.0
21.1
$351.4
$203.1
147.2
199.0
2.9
$552.2
$ 74.8
7.9
28.8
$111.5
$ 26.5
79.8
35.2
$141.5
14. Special Charges
During 2007, we recorded special charges of $43.5 million ($27.7 million after tax or $0.17 per diluted
share) related to various restructuring actions designed to execute on our cost productivity initiatives and to
advance our globalization strategy. Actions include workforce reductions, realignment of administrative
functions, and rationalization and consolidation of global operations. The majority of the charges relate to
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. Special Charges — (Continued)
severance benefits recognized pursuant to SFAS No. 112, Employers’ Accounting for Postemployment Benefits
— An Amendment of FASB Statements No. 5 and 43. In the Consolidated Statement of Operations, $21.8 million
of the special charges was recorded in cost of sales, while $21.7 million was recorded in selling, general and
administrative expenses.
We expect total cash expenditures associated with these actions to approximate $39.0 million, of which we
paid $5.3 million through September 30, 2007. Non-cash charges include write-downs of certain inventory,
machinery and equipment totaling $4.5 million. The asset charges amounted to the full carrying value of the
assets written down, as we do not expect to receive any recovery from these assets.
15. Other Income
The components of other income are (in millions):
Net gain (loss) on dispositions of property and investment . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Royalty income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings on equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
2006
2005
$ 5.4
29.6
1.8
—
(13.9)
12.1
(1.7)
$ 20.2
7.9
2.8
1.7
(4.2)
1.4
3.6
$ (3.9)
10.6
2.4
3.8
(7.5)
—
4.2
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 33.3
$ 33.4
$
9.6
Our pre-tax gain on the sale of our 50 percent interest in RSC of $19.9 million is included in 2006 net gain
(loss) on dispositions of property and investment.
16. Income Taxes
The components of the income tax provision are as follows (in millions):
2007
2006
2005
Current:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local
$169.6
97.1
(3.7)
$131.8
54.3
17.3
$ 16.4
55.5
(7.8)
Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
263.0
203.4
64.1
Deferred:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20.6)
(20.5)
(2.6)
(43.7)
3.8
(0.5)
(0.2)
112.6
(6.1)
11.6
3.1
118.1
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$219.3
$206.5
$182.2
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Income Taxes — (Continued)
During 2007, we recognized tax benefits in income from continuing operations resulting from:
• $21.7 million related to the resolution of certain tax matters and claims related to closure of the 2005 U.S.
federal audit cycle and various state tax audits.
During 2006, we recognized tax benefits in income from continuing operations resulting from:
• $13.0 million related to the resolution of certain tax matters and claims related to closure of the U.S.
federal audit cycle for the years 2003 and 2004 and various state tax audits;
• $15.4 million related to the resolution of certain non-U.S. tax matters primarily relating to cross
jurisdictional transactions between our subsidiaries involving the transfer price for products, services and/
or intellectual property; and
• $27.2 million related to the reversal of valuation allowances on capital loss carryforwards.
During 2005, we recognized net tax benefits resulting from :
• $19.3 million in income from continuing operations related to the resolution of claims and other tax
matters as well as the effect of the true-up of estimated tax audit contingency accruals in connection with
the closure of the U.S. federal audit cycle for the years 1998 through 2002; and
• $22.0 million in income from discontinued operations related to the closure of the 1998 through 2002
U.S. federal audit ($7.9 million), a prior year state tax refund for a divested business ($11.3 million) and
the resolution of various other tax matters of divested businesses ($2.8 million).
Net current deferred income tax assets at September 30, 2007 and 2006 consist of the tax effects of
temporary differences related to the following (in millions):
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product warranty costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Returns, rebates and incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
2006
$ 16.5
13.2
36.6
6.5
24.8
31.1
2.4
0.1
—
0.1
38.9
$ 28.5
13.9
22.9
6.0
22.8
27.1
4.8
2.9
12.2
0.2
19.1
Current deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$170.2
$160.4
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Income Taxes — (Continued)
Net long-term deferred income tax assets (liabilities) at September 30, 2007 and 2006 consist of the tax
effects of temporary differences related to the following (in millions):
Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other — net
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
2006
$ (1.5)
(61.4)
1.9
7.9
16.5
10.9
6.3
26.3
29.7
4.9
26.4
67.9
(42.6)
$(125.9)
(61.4)
34.9
14.4
8.0
11.0
7.1
24.3
27.7
8.0
13.2
(38.7)
(36.8)
Long-term deferred income tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 25.3
$ (75.5)
Total deferred tax assets were $303.6 million at September 30, 2007 and $310.7 million at September 30,
2006. Total deferred tax liabilities were $65.5 million at September 30, 2007 and $189.0 million at
September 30, 2006.
We believe it is more likely than not that we will realize current and long-term deferred tax assets through
the reduction of future taxable income, other than as reflected below for tax attributes to be carried forward.
Significant factors we considered in determining the probability of the realization of the deferred tax assets
include our historical operating results ($880.2 million of United States taxable income over the past three years)
and expected future earnings.
Net operating loss, capital
loss and tax credit carryforwards, valuation allowances and the related
carryforward periods at September 30, 2007 are (in millions):
Tax Attribute to be Carried Forward
Non-United States net operating loss . . . . . . . . . . . . . . . . . . . . . .
Non-United States net operating loss . . . . . . . . . . . . . . . . . . . . . .
Non-United States capital loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
United States net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local net operating loss . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State tax credit
Tax
Benefit
Amount
$ 0.4
16.8
29.7
0.2
9.0
5.0
Valuation
Allowance
Carryforward
Period Ends
$ (0.4)
(6.1)
(29.7)
(0.2)
—
(0.7)
2012-2014
Indefinite
Indefinite
2018-2025
2008-2027
2010-2022
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$61.1
$(37.1)
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Income Taxes — (Continued)
We have a valuation allowance at September 30, 2007 as noted above for carryforwards for which future
use is less than more likely than not.
During 2006, the valuation allowance increased by $7.0 million as a result of audit settlements and
decreased by $27.2 million as a result of the planned utilization of capital loss carryforwards related to the sale of
our investment in RSC and our sale of our Dodge mechanical and Reliance Electric motors and motor repair
services businesses.
We operate in numerous taxing jurisdictions and are subject to regular examinations by various U.S.
Federal, state and foreign jurisdictions for various tax periods. Additionally, we have retained tax liabilities and
the rights to tax refunds in connection with various divestitures of businesses in prior years. Our income tax
positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions
in which we do business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the
differences and interplay in tax laws between those jurisdictions as well as the inherent uncertainty in estimating
the final resolution of complex tax audit matters, our estimates of income tax liabilities may differ from actual
payments or assessments.
Cross jurisdictional transactions between our subsidiaries involving the transfer price for products, services,
and/or intellectual property as well as various U.S. state tax matters comprise our more significant income tax
exposures. We regularly assess our position with regard to tax exposures and record liabilities for these uncertain
tax positions and related interest and penalties, if any, according to the principles of SFAS No. 5, Accounting for
Contingencies. We have recorded an accrual of $104.5 million and $85.1 million at September 30, 2007 and
2006, respectively, that reflects our estimate of the likely outcome of current and future audits. The accrual is
recorded in other liabilities in our Consolidated Balance Sheet. The net change in the accrual of $19.4 million
reflects a $26.2 million reduction related to the combined closure of federal and state audits for the years 1998
through 2005, a $34.0 million increase related to discontinued operations, and an $11.5 million increase
primarily related to current year taxes and interest on previously identified income tax exposures. A final
determination of these tax audits or changes in our estimates may result in additional future income tax expense
or benefit.
The effective income tax rate differed from the United States statutory tax rate for the reasons set forth
below:
Statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee stock ownership plan benefit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax refund claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of valuation allowance on capital loss carryforwards . . . . . . . . . . . . . .
Tax benefits on export sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Resolution of prior period tax matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007
2006
2005
35.0% 35.0% 35.0%
2.0
2.0
1.2
(0.4)
(2.3)
(4.0)
(1.1)
0.3
(0.4)
(0.6)
(0.5)
(0.5)
(1.7)
(0.2)
(0.4)
— (3.7) —
(0.9)
(1.1)
(4.8)
(3.6)
1.4
2.2
(0.5)
(2.3)
(0.3)
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27.8% 28.1% 28.9%
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Income Taxes — (Continued)
We calculated the income tax provisions based upon the following components of income from continuing
operations before income taxes (in millions):
United States income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-United States income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$509.2
279.4
$509.6
226.2
$511.0
118.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$788.6
$735.8
$629.9
2007
2006
2005
We have not provided U.S. deferred taxes on cumulative earnings of non-U.S. affiliates that have been
reinvested indefinitely. These earnings relate to ongoing operations and at September 30, 2007, were
approximately $860.0 million. Because of the availability of U.S. foreign tax credits, it is not practicable to
determine the U.S. or state income tax liabilities that would be payable if such earnings were not reinvested
indefinitely. Deferred taxes are provided for non-U.S. affiliates when we plan to remit those earnings.
Income taxes paid were $427.3 million during 2007, including $190.0 million related to the gain on sale of
our Dodge Mechanical and Reliance Electric motors and motor repair services businesses, $214.7 million during
2006 and $134.8 million during 2005.
17. Commitments and Contingent Liabilities
Environmental Matters
Federal, state and local requirements relating to the discharge of substances into the environment, the
disposal of hazardous wastes and other activities affecting the environment have and will continue to have an
effect on our manufacturing operations. Thus far, compliance with environmental requirements and resolution of
environmental claims have been accomplished without material effect on our liquidity and capital resources,
competitive position or financial condition.
We have been designated as a potentially responsible party at 11 Superfund sites, excluding sites as to
which our records disclose no involvement or as to which our potential liability has been finally determined and
assumed by third parties. We estimate the total reasonably possible costs we could incur for the remediation of
Superfund sites at September 30, 2007 to be $10.2 million, of which $3.2 million has been accrued.
Various other lawsuits, claims and proceedings have been asserted against us alleging violations of federal,
state and local environmental protection requirements, or seeking remediation of alleged environmental
impairments, principally at previously owned properties. As of September 30, 2007, we have estimated the total
reasonably possible costs we could incur from these matters to be $65.1 million. We have recorded
environmental accruals for these matters of $26.6 million. In addition to the above matters, we assumed certain
other environmental liabilities related to Federal Pacific Electric, a former subsidiary of Reliance, in connection
with the 1995 acquisition of Reliance, which we have retained following the sale of our Dodge mechanical and
Reliance Electric motors and motor repair services businesses. We are indemnified by ExxonMobil Corporation
(Exxon) for substantially all costs associated with these matters. The indemnity applies to liabilities for which we
gave Exxon notice by December 29, 2006. At September 30, 2007, we have recorded a liability of $23.0 million
and a receivable of $21.7 million for these matters. We estimate the total reasonably possible costs for these
matters to be $27.3 million for which we are substantially indemnified by Exxon.
Based on our assessment, we believe that our expenditures for environmental capital investment and
remediation necessary to comply with present regulations governing environmental protection and other
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. Commitments and Contingent Liabilities — (Continued)
expenditures for the resolution of environmental claims will not have a material adverse effect on our liquidity
and capital resources, competitive position or financial condition. We cannot assess the possible effect of
compliance with future requirements.
Conditional Asset Retirement Obligations
Effective September 30, 2006, we adopted FIN 47, which clarifies the guidance included in SFAS No. 143,
Accounting for Asset Retirement Obligations (SFAS 143). Under FIN 47, companies must accrue for costs
related to a legal obligation associated with the retirement of a tangible long-lived asset that results from the
acquisition, construction, development or the normal operation of the long-lived asset. The obligation to perform
the asset retirement activity is not conditional even though the timing or method may be conditional.
Identified conditional asset retirement obligations include asbestos abatement and remediation of soil
contamination beneath current and previously divested facilities. We estimated conditional asset retirement
obligations using site-specific knowledge and historical industry expertise. The application of FIN 47 resulted in
a charge, net of tax, of $17.7 million included in the Consolidated Statement of Operations for the year ended
September 30, 2006 as the cumulative effect of a change in accounting principle. At September 30, 2007, we
have recorded liabilities for these asset retirement obligations of $5.3 million in other current liabilities and $21.8
million in other liabilities. We recorded $28.7 million in other liabilities for these obligations at September 30,
2006.
Pro forma amounts, as if FIN 47 had been applied for all periods, are (in millions, except per share
amounts):
2006
2005
Net income, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: FIN 47 cumulative effect adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . .
Less: FIN 47 depreciation and accretion expense, net of tax . . . . . . . . . . . . . . . . . .
$607.0
17.7
(1.0)
$540.0
—
(0.9)
Pro forma net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$623.7
$539.1
Earnings per share:
Basic — as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3.44
$ 2.95
Basic — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3.53
$ 2.94
Diluted — as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3.37
$ 2.88
Diluted — pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3.47
$ 2.88
Pro forma asset retirement obligation, end of period . . . . . . . . . . . . . . . . . . . . . . . .
$ 28.7
$ 27.1
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. Commitments and Contingent Liabilities — (Continued)
Lease Commitments
Rental expense was $97.7 million in 2007, $88.3 million in 2006 and $82.0 million in 2005. Minimum
future rental commitments under operating leases having noncancelable lease terms in excess of one year
aggregated $279.5 million as of September 30, 2007 and are payable as follows (in millions):
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beyond 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 70.7
54.8
35.7
25.8
21.7
70.8
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$279.5
Commitments from third parties under sublease agreements having noncancelable lease terms in excess of
one year aggregated $6.7 million as of September 30, 2007 and are receivable through 2009 at approximately
$3.1 million per year. Most leases contain renewal options for varying periods, and certain leases include options
to purchase the leased property.
During 2006, we completed a sale-leaseback transaction of eight properties, including the land, buildings
and improvements affixed to the properties. The lease terms vary from five to fifteen years depending on the
property and are classified as operating leases. The net proceeds on sale were approximately $89.9 million. Two
of the sold properties resulted in a loss of $1.6 million that we recognized during 2006, with the remaining
properties resulting in a gain on sale of $21.1 million that will be amortized to rent expense over the term of the
respective leases. The net book value of the sold assets has been removed from our balance sheet.
Other Matters
Various other 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, environmental, 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.
Like thousands of other companies, 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 majority of cases do not allege exposure to any asbestos-
containing product that we or our predecessors manufactured or sold.
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 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 occurred on January 31, 2007. But in all cases,
for those claimants who do show that they worked with our products or products of divested businesses for which
we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. Commitments and Contingent Liabilities — (Continued)
of the 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.
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 companies 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
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.
and Rockwell Collins
systems business,
systems business
semiconductor
avionics
In conjunction with the sale of our Dodge mechanical and Reliance Electric motors and motor repair
services businesses, we agreed to indemnify Baldor for costs and damages related to certain legal, legacy
environmental and asbestos matters of these businesses arising before January 31, 2007, for which the maximum
exposure would be capped at the purchase price. We estimate the potential future payments we could incur under
these indemnifications may approximate $32.5 million, of which $9.6 million has been accrued in other current
liabilities and $16.1 million has been accrued in other liabilities at September 30, 2007.
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.
18. Business Segment Information
Rockwell Automation is a leading global provider of industrial automation power, control and information
solutions that help manufacturers achieve a competitive advantage in their businesses. We determine our
operating segments based on the information used by our chief operating decision maker, our Chief Executive
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Business Segment Information — (Continued)
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 customer’s entire manufacturing enterprise.
• Architecture & Software’s 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 & Software’s 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, contactors, push buttons, signaling devices,
termination and protection 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 maximize a customer’s automation investment and provide total life-cycle
support, including multi-vendor customer technical support and repair, asset management, training and
predictive and preventative maintenance.
Solutions and services comprise approximately 50 percent of the segment’s sales and includes products that
we manufacture or purchase from others, to the extent that these products are sold through these solution and
service offerings.
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Business Segment Information — (Continued)
The following tables reflect the sales and operating results of our reportable segments for the years ended
September 30 (in millions):
Sales:
2007
2006
2005
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,221.3
2,782.6
$2,059.2
2,497.2
$1,917.7
2,193.8
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,003.9
$4,556.4
$4,111.5
Segment operating earnings:
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 587.7
397.0
$ 533.9
339.9
$ 517.0
237.2
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting depreciation and amortization . . . . . . . . . . . .
General corporate-net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of investment
984.7
(16.4)
(72.8)
(43.5)
(63.4)
—
873.8
(10.6)
(90.7)
—
(56.6)
19.9
754.2
(10.0)
(68.5)
—
(45.8)
—
Income from continuing operations before income taxes and
cumulative effect of accounting change . . . . . . . . . . . . . . . . . . .
$ 788.6
$ 735.8
$ 629.9
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 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.
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Business Segment Information — (Continued)
The following tables summarize the identifiable assets at September 30, the provision for depreciation and
amortization and the amount of capital expenditures for property for the years ended September 30 for each of
the reportable segments and Corporate (in millions):
2007
2006
2005
Identifiable assets:
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,163.6
1,921.3
1,460.9
$1,030.0
1,391.5
1,410.3
$ 956.5
1,362.7
1,381.7
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,545.8
$3,831.8
$3,700.9
Depreciation and amortization:
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase accounting depreciation and amortization . . . . . . . . . .
52.8
47.7
1.0
101.5
16.4
$
49.4
55.9
1.5
106.8
10.6
$
51.0
63.2
3.2
117.4
10.0
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 117.9
$ 117.4
$ 127.4
Capital expenditures for property:
Architecture & Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Control Products & Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
14.7
27.5
88.8
$
29.3
31.2
61.8
$
18.3
28.4
56.0
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 131.0
$ 122.3
$ 102.7
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 and Corporate capital expenditures. Corporate identifiable assets include shared net property
balances of $179.7 million, $144.4 million and $126.9 million at September 30, 2007, 2006 and 2005,
respectively, for which depreciation expense has been allocated to segment operating earnings based on the
expected benefit to be realized by each segment. Corporate capital expenditures include $87.1 million, $60.7
million and $43.1 million in 2007, 2006 and 2005, respectively, that will be shared by our operating segments.
We conduct a significant portion of our business activities outside the United States. The following tables
present sales and property by geographic region (in millions):
United States . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe, Middle East and Africa . . . . . . . .
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . .
Latin America . . . . . . . . . . . . . . . . . . . . . .
2007
$2,687.0
341.1
1,054.2
588.8
332.8
Sales
2006
$2,599.0
332.1
832.6
521.4
271.3
Property
2005
2007
2006
2005
$2,308.9
303.5
804.0
479.8
215.3
$392.3
13.7
56.9
35.3
12.1
$370.8
11.9
49.0
28.5
8.3
$430.8
18.1
57.5
17.9
6.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,003.9
$4,556.4
$4,111.5
$510.3
$468.5
$531.2
We attribute sales to the geographic regions based on the country of destination.
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
19. Quarterly Financial Information (Unaudited)
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations(a) . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations(a) . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations(a) . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(a) See Note 13 for more information on discontinued operations.
2007 Quarters
First
Second(b)
Third
Fourth
2007
$1,146.3
497.6
(in millions, except per share amounts)
$1,370.5
$1,280.6
$1,206.5
574.1
551.1
474.5
$5,003.9
2,097.3
186.9
130.9
298.2
429.1
0.78
1.77
2.55
0.76
1.74
2.50
143.4
107.1
622.2
729.3
0.66
3.86
4.52
0.65
3.80
4.45
227.1
167.5
(3.3)
164.2
1.09
(0.02)
1.07
1.07
(0.02)
1.05
231.2
163.8
1.4
165.2
788.6
569.3
918.5
1,487.8
1.09
0.01
1.10
1.07
0.01
1.08
3.59
5.78
9.37
3.53
5.70
9.23
(b)
Income from continuing operations includes special charges $43.5 million ($27.7 million after tax or $0.17 per diluted share). See Note
14 for more information.
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income taxes
and cumulative effect of accounting change . . . . . . . . .
Income from continuing operations before cumulative
effect of accounting change . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
Cumulative effect of accounting change(c)
Income from discontinued operations(b)
. . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per share:
Continuing operations before accounting change . . . . .
Discontinued operations(b) . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
Cumulative effect of accounting change(c)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per share:
Continuing operations before accounting change . . . . .
Discontinued operations(b) . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change(c)
. . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006 Quarters
First
Second
Third
Fourth(a)
2006
$1,069.7
449.3
(in millions, except per share amounts)
$1,194.0
$1,171.7
$1,121.0
488.3
486.5
475.9
$4,556.4
1,900.0
174.4
176.2
178.1
207.1
735.8
123.9
—
21.8
145.7
0.70
0.12
—
0.82
0.68
0.12
—
0.80
125.2
—
21.3
146.5
0.71
0.12
—
0.83
0.69
0.12
—
0.81
123.4
—
25.6
149.0
0.70
0.14
—
0.84
0.69
0.14
—
0.83
156.8
(17.7)
26.7
165.8
0.90
0.15
(0.10)
0.95
0.89
0.15
(0.10)
0.94
529.3
(17.7)
95.4
607.0
3.00
0.54
(0.10)
3.44
2.94
0.53
(0.10)
3.37
(a)
Income from continuing operations before cumulative effect of accounting change includes the gain on sale of RSC of $19.9 million
($12.0 million after tax or $0.07 per diluted share).
(b) See Note 13 for more information on discontinued operations.
(c) See Note 17 for more information on cumulative effect of accounting change.
76
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of
Rockwell Automation, Inc.
Milwaukee, Wisconsin
We have audited the accompanying consolidated balance sheets of Rockwell Automation, Inc. and
subsidiaries (the “Company”) as of September 30, 2007 and 2006, and the related consolidated statements of
operations, shareowners’ equity, cash flows, and comprehensive income for each of the three years in the period
ended September 30, 2007. Our audits also included the financial statement schedule listed in the Index at
Item 15(a)(2). We also have audited the Company’s internal control over financial reporting as of September 30,
2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal
Control over Financial Reporting, management excluded from its assessment the internal control over financial
reporting at Industrial Control Services Group Limited (d/b/a ICS Triplex), which was acquired on July 2, 2007,
and whose financial statements constitute 13% and 7% of net and total assets, respectively, and 1% of net sales,
and 0% of net income of the consolidated financial statements as of and for the year ended September 30, 2007.
include the internal control over financial reporting at ICS Triplex. The
Accordingly, our audit did not
Company’s management is responsible for these financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial
statement schedule and an opinion on the Company’s internal control over financial reporting based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of,
the company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
77
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
As described in Note 11 to the Consolidated Financial Statements, on October 1, 2005, the Company
adopted Statement of Financial Accounting Standard No. 123R, Shared Based Payments. As described in Note
17 to the Consolidated Financial Statements, on September 30, 2006, the Company adopted FASB Interpretation
No. 47, Accounting for Conditional Asset Retirement Obligations. As described in Note 12 to the Consolidated
Financial Statements, on September 30, 2007, the Company adopted Financial Accounting Standard No. 158,
Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB
Statements No. 87,88, 106, and 132R.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Rockwell Automation, Inc. and subsidiaries as of September 30, 2007 and 2006, and the
results of its operations and its cash flows for each of the three years in the period ended September 30, 2007, in
conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information set forth therein. Also, in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of
September 30, 2007, based on the criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
November 15, 2007
78
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer
and Chief Financial Officer, we have evaluated the effectiveness, as of September 30, 2007, of our disclosure
controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures were effective as of September 30, 2007.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. Under
the supervision and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the
framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based upon that evaluation, management has concluded that our internal
control over financial reporting was effective as of September 30, 2007.
On July 2, 2007, we acquired Industrial Control Services Group Limited (d/b/a ICS Triplex), whose
financial statements constitute 13 percent and 7 percent of net and total assets, respectively, 1 percent of net
sales, and zero percent of net income of the consolidated financial statement amounts as of and for the year ended
September 30, 2007. We excluded ICS Triplex from our assessment of internal control over financial reporting at
September 30, 2007.
The effectiveness of our internal control over financial reporting as of September 30, 2007 has been audited
by Deloitte & Touche LLP, as stated in their report that is included on the previous two pages.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of the changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
As previously disclosed, we are in the process of developing and implementing common global process
standards and an enterprise-wide information technology system. In the fourth quarter of 2007, we implemented
the manufacturing, logistics and non-manufacturing purchasing processes and functionality of the system to
additional locations. In doing so, we modified and enhanced our internal controls over financial reporting (as
such term is defined in Exchange Act Rule 13a-15(f)) as a result of and in connection with the implementation of
the new system and processes. We also implemented a pilot roll-out to one location of our field support services.
Additional
implementations will occur to most locations of our company over a multi-year period, with
additional phases scheduled throughout fiscal 2008-2010.
There have not been any other changes in our internal control over financial reporting during the quarter
ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
79
Item 9B. Other Information
None.
Item 10. Directors and Executive Officers of the Company
PART III
Other than the information below, the information required by this Item is incorporated by reference to the
sections entitled Election of Directors, Information as to Nominees for Directors and Continuing Directors,
Board of Directors and Committees and Section 16(a) Beneficial Ownership Reporting Compliance in the
2008 Proxy Statement.
No nominee for director was selected pursuant to any arrangement or understanding between the nominee
and any person other than the Company pursuant to which such person is or was to be selected as a director or
nominee. See also the information about executive officers of the Company under Item 4A of Part I.
We have adopted a code of ethics that applies to our executive officers, including the principal executive
officer, principal financial officer and principal accounting officer. A copy of our code of ethics is posted on our
Internet site at http://www.rockwellautomation.com. In the event that we amend or grant any waiver from, a
provision of the code of ethics that applies to the principal executive officer, principal financial officer or
principal accounting officer and that requires disclosure under applicable SEC rules, we intend to disclose such
amendment or waiver and the reasons therefore on our Internet site.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the sections entitled Executive
Compensation, Director Compensation and Corporate Governance in the 2008 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Other than the information below, the information required by this Item is incorporated by reference to the
sections entitled Stock Ownership by Certain Beneficial Owners and Ownership by Management of Equity
Securities in the 2008 Proxy Statement.
The following table provides information as of September 30, 2007 about our common stock that may be
issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all
of our existing equity compensation plans, including our 2000 Long-Term Incentives Plan, 1995 Long-Term
Incentives Plan, 2003 Directors Stock Plan and 1995 Directors Stock Plan.
Number of Securities to
be issued upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
Securities reflected
in Column (a))
(c)
Plan Category
Equity compensation plans approved by
shareowners . . . . . . . . . . . . . . . . . . . . . . . . .
7,760,565(1)
$38.21
5,229,242(2)
Equity compensation plans not approved by
shareowners . . . . . . . . . . . . . . . . . . . . . . . . .
14,000(3)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,774,565
16.05
38.17
—
5,229,242
(1) Represents outstanding options and shares issuable in payment of outstanding performance shares under our 1995 Long-Term Incentives
Plan, 2000 Long-Term Incentives Plan, 2003 Directors Stock Plan and 1995 Directors Stock Plan.
80
(2) Represents 4,858,395 and 370,847 shares available for future issuance under our 2000 Long-Term Incentives Plan and our 2003
Directors Stock Plan, respectively.
(3) On July 31, 2001, each non-employee director received a grant of options to purchase 7,000 shares of our common stock at an exercise
price of $16.05 per share pursuant to Board resolutions. The options became exercisable in substantially equal installments on the first,
second and third anniversaries of the grant date and expire ten years from the grant date.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by reference to the sections entitled Board of
Directors and Committees and Corporate Governance in the 2008 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the section entitled Proposal to
Approve the Selection of Independent Registered Public Accounting Firm in the 2008 Proxy Statement.
81
Item 15. Exhibits and Financial Statement Schedule
(a) Financial Statements, Financial Statement Schedule and Exhibits
PART IV
(1) Financial Statements (all financial statements listed below are those of the Company and its
consolidated subsidiaries).
Consolidated Balance Sheet, September 30, 2007 and 2006
Consolidated Statement of Operations, years ended September 30, 2007, 2006 and 2005
Consolidated Statement of Cash Flows, years ended September 30, 2007, 2006 and 2005
Consolidated Statement of Shareowners' Equity, years ended September 30, 2007, 2006 and 2006
Consolidated Statement of Comprehensive Income, years ended September 30, 2007, 2006 and
2005
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
(2) Financial Statement Schedule for the years ended September 30, 2007, 2006 and 2005
Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Schedules not filed herewith are omitted because of the absence of conditions under which they are
required or because the information called for is shown in the consolidated financial statements or
notes thereto.
Page
(3) Exhibits
3-a-1
3-b-l
4-a-1
4-a-2
4-a-3
4-a-4
Restated Certificate of Incorporation of the Company, filed as Exhibit 3 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is
hereby incorporated by reference.
By-Laws of the Company, as amended November 3, 2004, filed as Exhibit 3.2 to the
Company’s Current Report on Form 8-K dated November 4, 2004, are hereby
incorporated by reference.
Indenture dated as of December 1, 1996 between the Company and The Bank of New
York Trust Company, N.A. (formerly JPMorgan Chase, successor to The Chase
Manhattan Bank, successor to Mellon Bank, N.A.), as Trustee, filed as Exhibit 4-a to
Registration Statement No. 333-43071, is hereby incorporated by reference.
Form of certificate for the Company’s 6.15% Notes due January 15, 2008, filed as
Exhibit 4- a to the Company’s Current Report on Form 8-K dated January 26, 1998,
is hereby incorporated by reference.
Form of certificate for the Company’s 6.70% Debentures due January 15, 2028, filed
as Exhibit 4-b to the Company’s Current Report on Form 8-K dated January 26,
1998, is hereby incorporated by reference.
Form of certificate for the Company’s 5.20% Debentures due January 15, 2098, filed
as Exhibit 4-c to the Company’s Current Report on Form 8-K dated January 26, 1998,
is hereby incorporated by reference.
* Management contract or compensatory plan or arrangement.
82
*l0-a-1
*10-a-2
*10-a-3
*10-a-4
*10-a-5
*10-b-l
*10-b-2
*10-b-3
*10-b-4
*10-b-5
*10-b-6
*10-b-7
Copy of the Company’s 1995 Long-Term Incentives Plan, as amended, filed as
Exhibit l0-b-1 to the Company’s Annual Report on Form 10-K for the year ended
September 30, 1998, is hereby incorporated by reference.
the Company’s 1995 Long-Term
Form of Stock Option Agreement under
Incentives Plan, filed as Exhibit 10-b-5 to the Company’s Annual Report on Form
10-K for the year ended September 30, 1998, is hereby incorporated by reference.
Copy of resolutions of the Board of Directors of the Company, adopted December
1, 1999, amending the Company’s 1995 Long-Term Incentives Plan, filed as
Exhibit 10-b-8 to the Company’s Annual Report on Form 10-K for the year ended
September 30, 2002, is hereby incorporated by reference.
Memorandum of Proposed Amendments to the Rockwell International Corporation
1995 Long-Term Incentives Plan approved and adopted by the Board of Directors
of the Company on June 6, 2001 in connection with the spinoff of Rockwell
Collins, filed as Exhibit 10-b-8 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 2001, is hereby incorporated by reference.
Copy of resolutions of the Board of Directors of the Company, adopted November
6, 2002, amending the Company’s 1995 Long-Term Incentives Plan, filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2002, is hereby incorporated by reference.
Copy of the Company’s Directors Stock Plan, as amended February 2, 2000, filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, is hereby incorporated by reference.
Forms of Restricted Stock Agreements under the Company’s Directors Stock Plan
between the Company and each of William T. McCormick, Jr., and Joseph F. Toot,
Jr., filed as Exhibit 10-f to the Company’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996, are hereby incorporated by reference.
Form of Stock Option Agreement under the Directors Stock Plan, filed as Exhibit
10-c-4 to the Company’s Annual Report on Form 10-K for the year ended
September 30, 2000, is hereby incorporated by reference.
Form of Restricted Stock Agreement under the Directors Stock Plan for restricted
stock granted between February 2, 2000 and February 6, 2002,
filed as
Exhibit 10-c-5 to the Company’s Annual Report on Form 10-K for the year ended
September 30, 2000, is hereby incorporated by reference.
Form of Restricted Stock Agreement for payment of portion of annual retainer for
Board service by issuance of shares of restricted stock, filed as Exhibit 10-c-6 to
the Company’s Annual Report on Form 10-K for the year ended September 30,
2000, is hereby incorporated by reference.
Form of Stock Option Agreement for options granted on July 31, 2001 and
February 6, 2002 for service on the Board between the Company and each of the
Company’s Non-Employee Directors, filed as Exhibit 10-c-7 to the Company’s
Annual Report on Form 10-K for the year ended September 30, 2001, is hereby
incorporated by reference.
Copy of resolution of the Board of Directors of the Company, adopted on
December 4, 2002, amending the Company’s Directors Stock Plan, filed as Exhibit
10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003, is hereby incorporated by reference.
* Management contract or compensatory plan or arrangement.
83
*10-b-8
*10-b-9
*10-b-10
*10-b-11
*10-b-12
*10-b-13
*10-b-14
*10-b-15
*10-c-1
*10-c-2
*10-c-3
Copy of the Company’s 2003 Directors Stock Plan, filed as Exhibit 4-d to the
Company’s Registration Statement on Form S-8 (No. 333-101780), is hereby
incorporated by reference.
Form of Restricted Stock Agreement under Section 6 of the 2003 Directors Stock
Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003, is hereby incorporated by reference.
Form of Stock Option Agreement under Sections 7(a)(i) and 7(a)(ii) of the 2003
Directors Stock Plan, filed as Exhibit 10.3 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003, is hereby incorporated by
reference.
Memorandum of Amendments to the Company’s 2003 Directors Stock Plan
approved and adopted by the Board of Directors of the Company on April 25,
2003, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003, is hereby incorporated by reference.
Form of Restricted Stock Agreement under Section 8(a)(i) of the 2003 Directors
Stock Plan, filed as Exhibit 10-c-14 to the Company’s Annual Report on Form
10-K for the year ended September 30, 2003, is hereby incorporated by reference.
Amendments to Restricted Stock Agreements with William T. McCormick, Jr.
and Joseph F. Toot, Jr., filed as Exhibit 10.5 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2004, are hereby incorporated by
reference.
Summary of Non-Employee Director Compensation and Benefits, filed as Exhibit
10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2005, is hereby incorporated by reference.
Amendments to Non-Employee Director Compensation and Benefits, filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007, is hereby incorporated by reference.
Copy of resolution of the Board of Directors of the Company, adopted November
6, 1996, adjusting outstanding awards under the Company’s (i) 1988 Long-Term
Incentives Plan, (ii) 1995 Long-Term Incentives Plan and (iii) Directors Stock
Plan, filed as Exhibit 4-g-2 to Registration Statement No. 333-17055, is hereby
incorporated by reference.
Copy of resolution of the Board of Directors of the Company, adopted September
3, 1997, adjusting outstanding awards under the Company’s (i) 1988 Long-Term
Incentives Plan, (ii) 1995 Long-Term Incentives Plan and (iii) Directors Stock
Plan, filed as Exhibit 10-e-3 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 1997, is hereby incorporated by reference.
Memorandum of Adjustments
to Outstanding Options Under Rockwell
International Corporation’s 1988 Long-Term Incentives Plan, 1995 Long-Term
Incentives Plan and Directors Stock Plan approved and adopted by the Board of
Directors of the Company in connection with the spinoff of Conexant, filed as
Exhibit 10-d-3 to the Company’s Annual Report on Form 10-K for the year ended
September 30, 1999, is hereby incorporated by reference.
* Management contract or compensatory plan or arrangement.
84
*10-c-4
*10-d-1
*10-d-2
*10-d-3
*10-d-4
*10-d-5
*10-d-6
*10-d-7
*10-d-8
*10-d-9
Description of amendments to certain Restricted Stock Agreements between the
Company and each of Betty C. Alewine, William T. McCormick, Jr., Bruce M.
Rockwell and Joseph F. Toot, Jr., filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K dated April 7, 2005, is hereby incorporated by reference.
Copy of the Company’s 2000 Long-Term Incentives Plan, as amended through
February 4, 2004, filed as Exhibit 10-e-1 to the Company’s Annual Report on
10-K for the year ended September 30, 2004, is hereby incorporated by reference.
Memorandum of Proposed Amendments to the Rockwell International Corporation
2000 Long-Term Incentives Plan approved and adopted by the Board of Directors
of the Company on June 6, 2001, in connection with the spinoff of Rockwell
Collins, filed as Exhibit 10-e-4 to the Company’s Annual Report on Form 10-K for
the year ended September 30, 2001, is hereby incorporated by reference.
Forms of Stock Option Agreements under the Company’s 2000 Long-Term
Incentives Plan, filed as Exhibit 10-e-6 to the Company’s Annual Report on Form
10-K for the year ended September 30, 2002, are hereby incorporated by reference.
Memorandum of Adjustments
to Outstanding Options under Rockwell
International Corporation’s 1988 Long-Term Incentives Plan, 1995 Long-Term
Incentives Plan, 2000 Long-Term Incentives Plan and Directors Stock Plan
approved and adopted by the Board of Directors of the Company on June 6, 2001,
in connection with the spinoff of Rockwell Collins, filed as Exhibit 10-e-6 to the
Company’s Annual Report on Form 10-K for the year ended September 30, 2001,
is hereby incorporated by reference.
resolutions of
Copy of
the Compensation and Management Development
Committee of the Board of Directors of the Company adopted December 5, 2001,
amending certain outstanding awards under the Company’s 1995 Long-Term
Incentives Plan and 2000 Long-Term Incentives Plan, filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended December 31,
2001, is hereby incorporated by reference.
Memorandum of Amendments to Outstanding Restricted Stock Agreements under
the Company’s 1995 Long-Term Incentives Plan and 2000 Long-Term Incentives
Plan, approved and adopted by the Compensation and Management Development
Committee of the Board of Directors of the Company on November 7, 2001, filed
as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2001, is hereby incorporated by reference.
Form of Restricted Stock Agreement under the Company’s 2000 Long-Term
Incentives Plan, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form
is hereby incorporated by
10-Q for the quarter ended December 31, 2001,
reference.
Memorandum of Amendments to the Rockwell Automation, Inc. 2000 Long-Term
Incentives Plan, as amended, filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K dated April 7, 2005, is hereby incorporated by reference.
Memorandum of Amendments to the Rockwell Automation, Inc. 2000 Long-Term
Incentives Plan, as amended, filed as Exhibit 99.1 to the Company’s Current
Report on Form 8-K dated November 4, 2005, is hereby incorporated by reference.
* Management contract or compensatory plan or arrangement.
85
*10-d-10
*10-d-11
*10-e
*10-f
*10-g-1
*10-g-2
*10-g-3
*l0-h-1
*l0-h-2
*10-h-3
*10-h-4
resolutions of
Form of Performance Share Agreement under the Company’s 2000 Long-Term
Incentives Plan, as amended, filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K dated November 4, 2005,
is hereby incorporated by
reference.
Form of Restricted Stock Agreement under the Company’s 2000 Long-Term
Incentives Plan, as amended, filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K dated November 4, 2005,
is hereby incorporated by
reference.
the Compensation and Management Development
Copy of
Committee of the Board of Directors of the Company, adopted February 5, 2003,
regarding the Corporate Office vacation plan, filed as Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, is hereby incorporated by reference.
Copy of the Company’s Deferred Compensation Plan, as amended and restated
September 6, 2006, filed as Exhibit 10-f to the Company’s Annual Report on
Form 10-K for the year ended September 30, 2006, is hereby incorporated by
reference.
Copy of resolutions of the Board of Directors of the Company, adopted
November 3, 1993, providing for the Company’s Deferred Compensation Policy
for Non-Employee Directors, filed as Exhibit 10-h-l to the Company’s Annual
Report on Form 10-K for the year ended September 30, 1994 (File No. 1-1035),
is hereby incorporated by reference.
Copy of resolutions of the Compensation Committee of the Board of Directors of
the Company, adopted July 6, 1994, modifying the Company’s Deferred
Compensation Policy for Non-Employee Directors, filed as Exhibit 10-h-2 to the
Company’s Annual Report on Form 10-K for the year ended September 30, 1994
(File No. 1-1035), is hereby incorporated by reference.
Copy of resolutions of the Board of Directors of New Rockwell International
its Deferred
Corporation,
Compensation Policy for Non-Employee Directors, filed as Exhibit 10-i-3 to the
Company’s Annual Report on Form 10- K for the year ended September 30,
1996, is hereby incorporated by reference.
Incentive Compensation Plan for Senior
Copy of
Executive Officers, as amended December 3, 2003, filed as Exhibit 10-i-1 to the
Company’s Annual Report for the year ended September 30, 2004, is hereby
incorporated by reference.
Copy of the Company’s Incentive Compensation Plan, filed as Exhibit 10 to the
Company’s Current Report on Form 8-K dated September 7, 2005, is hereby
incorporated by reference.
Description of
the
Company’s Incentive Compensation Plan and Annual Incentive Compensation
Plan for Senior Executives for fiscal year 2007, contained in the Company’s
Current Report on Form 8-K dated December 12, 2006, is hereby incorporated by
reference.
Description of adjustments to the Company’s financial performance goals for the
Company’s Incentive Compensation Plan and Annual Incentive Compensation
Plan for Senior Executives for fiscal year 2007, contained in the Company’s
Current Report on Form 8-K dated April 10, 2007, is hereby incorporated by
reference.
the Company’s performance measures and goals for
the Company’s Annual
adopted December
1996, providing
for
4,
* Management contract or compensatory plan or arrangement.
86
*10-h-5
*10-h-6
*10-i
*10-j-1
*10-j-2
*10-j-3
10-k-1
10-k-2
10-k-3
10-l-l
Mutual Separation Agreement effective May 21, 2007 between Rockwell
Automation, Inc. and James V. Gelly, filed as Exhibit 99 to the Company’s
Current Report on Form 8-K dated May 21, 2007, is hereby incorporated by
reference.
Incentive Bonus Letter dated June 20, 2006, between the Company and Joseph D.
Swann, filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated
June 21, 2006, is hereby incorporated by reference.
Copy of Restricted Stock Agreement dated January 5, 2004, between the Company
and James V. Gelly, filed as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended December 31, 2003, is hereby incorporated by
reference.
Copy of Restricted Stock Agreement dated February 5, 2004 between the
Company and Keith D. Nosbusch, filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, is hereby
incorporated by reference.
Copy of Restricted Stock Agreement dated May 1, 2004 between the Company
and Douglas M. Hagerman, filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004, is hereby incorporated
by reference.
Agreement dated January 26, 2005 by and between the Company and Don H.
Davis, Jr., filed as Exhibit 10 to the Company’s Quarterly Report of Form 10-Q for
the quarter ended December 31, 2004, is hereby incorporated by reference.
Agreement and Plan of Distribution dated as of December 6, 1996, among
Rockwell International Corporation (renamed Boeing North American, Inc.), the
Company (formerly named New Rockwell International Corporation), Allen-
Bradley Company, Inc., Rockwell Collins, Inc., Rockwell Semiconductor Systems,
Inc., Rockwell Light Vehicle Systems, Inc. and Rockwell Heavy Vehicle Systems,
Inc., filed as Exhibit l0-b to the Company’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996, is hereby incorporated by reference.
Post-Closing Covenants Agreement dated as of December 6, 1996, among
Rockwell International Corporation (renamed Boeing North American, Inc.), The
Boeing Company, Boeing NA, Inc. and the Company (formerly named New
Rockwell International Corporation), filed as Exhibit 10-c to the Company’s
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, is
hereby incorporated by reference.
Tax Allocation Agreement dated as of December 6, 1996, among Rockwell
International Corporation (renamed Boeing North American, Inc.), the Company
(formerly named New Rockwell International Corporation) and The Boeing
Company, filed as Exhibit 10-d to the Company’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 1996, is hereby incorporated by reference.
Distribution Agreement dated as of September 30, 1997 by and between the
Company and Meritor Automotive, Inc., filed as Exhibit 2.1 to the Company’s
Current Report on Form 8- K dated October 10, 1997, is hereby incorporated by
reference.
* Management contract or compensatory plan or arrangement.
87
10-l-2
10-l-3
10-m-1
10-m-2
10-m-3
10-n-1
10-n-2
10-n-3
10-o-1
l0-p
10-q-1
Employee Matters Agreement dated as of September 30, 1997 by and between the
Company and Meritor Automotive, Inc., filed as Exhibit 2.2 to the Company’s
Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by
reference.
Tax Allocation Agreement dated as of September 30, 1997 by and between the
Company and Meritor Automotive, Inc., filed as Exhibit 2.3 to the Company’s
Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by
reference.
Distribution Agreement dated as of December 31, 1998 by and between the
Company and Conexant Systems, Inc., filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K dated January 12, 1999, is hereby incorporated by
reference.
Amended and Restated Employee Matters Agreement dated as of December 31,
1998 by and between the Company and Conexant Systems, Inc., filed as Exhibit
2.2 to the Company’s Current Report on Form 8-K dated January 12, 1999, is
hereby incorporated by reference.
Tax Allocation Agreement dated as of December 31, 1998 by and between the
Company and Conexant Systems, Inc., filed as Exhibit 2.3 to the Company’s
Current Report on Form 8-K dated January 12, 1999, is hereby incorporated by
reference.
Distribution Agreement dated as of June 29, 2001 by and among the Company,
Rockwell Collins, Inc. and Rockwell Scientific Company LLC, filed as Exhibit 2.1
to the Company’s Current Report on Form 8-K dated July 11, 2001, is hereby
incorporated by reference.
Employee Matters Agreement dated as of June 29, 2001 by and among the
Company, Rockwell Collins, Inc. and Rockwell Scientific Company LLC, filed as
Exhibit 2.2 to the Company’s Current Report on Form 8-K dated July 11, 2001, is
hereby incorporated by reference.
Tax Allocation Agreement dated as of June 29, 2001 by and between the Company
and Rockwell Collins, Inc., filed as Exhibit 2.3 to the Company’s Current Report
on Form 8-K dated July 11, 2001, is hereby incorporated by reference.
Five-Year Credit Agreement dated as of October 26, 2004 among the Company, the
Banks listed therein and JPMorgan Chase Bank, as Administrative Agent, filed as
Exhibit 99 to the Company’s Current Report on Form 8-K dated October 27, 2004,
is hereby incorporated by reference.
Purchase and Sale Agreement dated as of August 24, 2005 by and between the
Company and First Industrial Acquisitions, Inc., including the form of Lease
Agreement attached as Exhibit I thereto, together with the First Amendment to
Purchase and Sale Agreement dated as of September 30, 2005 and the Second
Amendment to Purchase and Sale Agreement dated as of October 31, 2005, filed as
Exhibit 10-p to the Company’s Annual Report on Form 10-K for the year ended
September 30, 2005, is hereby incorporated by reference.
Purchase Agreement, dated as of November 6, 2006, by and among Rockwell
Automation, Inc., Rockwell Automaton of Ohio, Inc., Rockwell Automation
Canada Control Systems, Grupo Inducstrias Reliance S.A. de C.V., Rockwell
Automation GmbH (formerly known as Rockwell International GmbH) and Baldor
Electric Company, contained in the Company’s Current Report on Form 8-K dated
November 9, 2006, is hereby incorporated by reference.
* Management contract or compensatory plan or arrangement.
88
10-q-2
12
21
23
24
31.1
31.2
32.1
32.2
First Amendment to Purchase Agreement dated as of January 24, 2007 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 and Baldor Electric Company, filed as Exhibit 10.2 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007, is hereby incorporated by reference.
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended
September 30, 2007.
List of Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney authorizing certain persons to sign this Annual Report on Form
10-K on behalf of certain directors and officers of the Company.
Certification of Periodic Report by the Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.
Certification of Periodic Report by the Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.
Certification of Periodic Report by the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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.
89
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ROCKWELL AUTOMATION, INC.
By
/s/ THEODORE D. CRANDALL
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By
/s/ DAVID M. DORGAN
David M. Dorgan
Vice President and Controller
(Principal Accounting Officer)
Dated: November 15, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
on the 15th day of November 2007 by the following persons on behalf of the registrant and in the capacities
indicated.
KEITH D. NOSBUSCH*
Chairman of the Board,
President and
Chief Executive Officer
(principal executive officer)
and Director
BETTY C. ALEWINE*
Director
VERNE G. ISTOCK*
Director
BARRY C. JOHNSON*
Director
WILLIAM T. MCCORMICK, JR.*
Director
BRUCE M. ROCKWELL*
Director
DAVID B. SPEER*
Director
JOSEPH F. TOOT, JR.*
Director
KENNETH F. YONTZ*
Director
*By
/s/ DOUGLAS M. HAGERMAN
Douglas M. Hagerman, Attorney-in-fact**
**By authority of powers of attorney filed herewith
90
SCHEDULE II
ROCKWELL AUTOMATION, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended September 30, 2007, 2006 and 2005
Description
*Year ended September 30, 2007
Additions
Balance at
Beginning
of Year
Charged to
Costs and
Expenses
Charged to
Other
Accounts
(in millions)
Deductions(b)
Balance at
End of
Year
Allowance for doubtful accounts(a) . . . . . .
$ 14.0
$
4.0
$ —
$
2.8
$ 15.2
Allowance for customer returns, rebates
and incentives . . . . . . . . . . . . . . . . . . . . .
111.2
166.3
Allowance for excess and obsolete
inventory . . . . . . . . . . . . . . . . . . . . . . . . .
31.4
16.7
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36.8
6.2
*Year ended September 30, 2006
—
—
2.5
148.9
128.6
11.8
2.9
36.3
42.6
Allowance for doubtful accounts(a) . . . . . .
$ 17.9
$
0.7
$ —
$
4.6
$ 14.0
Allowance for customer returns, rebates
and incentives . . . . . . . . . . . . . . . . . . . . .
109.1
177.4
Allowance for excess and obsolete
inventory . . . . . . . . . . . . . . . . . . . . . . . . .
35.5
15.4
—
—
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55.3
1.5
8.6(d)
175.3
111.2
19.5
28.6
31.4
36.8
*Year ended September 30, 2005
Allowance for doubtful accounts(a) . . . . . .
$ 23.8
$
2.8
$ (0.1)
$
8.6
$ 17.9
Allowance for customer returns, rebates
and incentives . . . . . . . . . . . . . . . . . . . . .
78.3
332.9
10.8(c)
312.9
109.1
Allowance for excess and obsolete
inventory . . . . . . . . . . . . . . . . . . . . . . . . .
37.4
12.2
Valuation allowance for deferred tax
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62.6
5.7
0.2
—
14.3
13.0
35.5
55.3
(a)
Includes allowances for current and other long-term receivables.
(b) Consists of amounts written off for the allowance for doubtful accounts and excess and obsolete inventory,
customer account credits for customer returns, rebates and incentives and adjustments resulting from our
ability to utilize foreign tax credits, capital losses, or net operating loss carryforwards for which a valuation
allowance had previously been recorded.
(c) Represents classification of amounts reported in other balance sheet accounts in prior years.
(d) Relates to 2006 audit adjustments from tax authorities.
* Amounts reported relate to continuing operations in all periods presented.
S-1
(This page intentionally left blank)
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Keith D. Nosbusch, certify that:
1.
I have reviewed this annual report on Form 10-K of Rockwell Automation, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
the
of an annual report) that has materially affected, or is reasonably likely to materially affect,
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: November 15, 2007
/s/ KEITH D. NOSBUSCH
Keith D. Nosbusch
Chairman, President and
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Theodore D. Crandall, certify that:
1.
I have reviewed this annual report on Form 10-K of Rockwell Automation, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
the
of an annual report) that has materially affected, or is reasonably likely to materially affect,
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant‘s ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: November 15, 2007
/s/ THEODORE D. CRANDALL
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
CERTIFICATION OF PERIODIC REPORT
Exhibit 32.1
I, Keith D. Nosbusch, Chairman, President and Chief Executive Officer of Rockwell Automation, Inc. (the
“Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350,
that:
(1) the Annual Report on Form 10-K of the Company for the year ended September 30, 2007 (the “Report”)
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: November 15, 2007
/s/ KEITH D. NOSBUSCH
Keith D. Nosbusch
Chairman, President and
Chief Executive Officer
CERTIFICATION OF PERIODIC REPORT
Exhibit 32.2
I, Theodore D. Crandall, Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc.
(the “Company”), hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:
(1) the Annual Report on Form 10-K of the Company for the year ended September 30, 2007 (the “Report”)
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: November 15, 2007
/s/ THEODORE D. CRANDALL
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
Rockwell Automation, Inc.
Return On Invested Capital
and Comparison of Five-Year
Cumulative Total Return
This section does not constitute part of our Annual Report on
Form 10-K for the fi scal year ended September 30, 2007.
(This page intentionally left blank)
Supplemental Information
Return On Invested Capital
This annual report contains information regarding Return On Invested Capital (ROIC), which is a non-GAAP fi nancial measure.
Management believes that ROIC is useful to investors as a measure of performance and of the eff ectiveness of the use of capital in
its operations. Management uses ROIC as one measure to monitor and evaluate the performance of the company. Our measure of
ROIC is likely to diff er from that used by other companies. We defi ne ROIC as the percentage resulting from the following calculation:
(a)
Income from continuing operations before accounting change and income from Power Systems discontinued operating
activities, before non-operating gains or loses, special charges, interest expense, income tax provision, and purchase
accounting depreciation and amortization, divided by;
(b) average invested capital for the year, calculated as a fi ve quarter rolling average using the sum of short-term debt,
long-term debt, shareowners’ equity, cumulative impairments of goodwill and intangibles required under SFAS No. 142,
and accumulated amortization of goodwill and other intangible assets, minus cash and cash equivalents, multiplied by;
(c) one minus the eff ective tax rate for the period.
ROIC is calculated as follows:
(in millions, except percentages)
(a) Return
Income from continuing operations before cumulative eff ect of accounting change
Income from Power Systems discontinued operating activities
Interest expense (1)
Income tax provision (1)
Purchase accounting depreciation and amortization (1)
Special charges
Gain on sale of investment
Return
(b) Average Invested Capital
Short-term debt
Long-term debt
Shareowners’ equity
Impairments of goodwill and intangibles
Accumulated amortization of goodwill and intangibles
Cash and cash equivalents
Average invested capital
(c) Eff ective Tax Rate
Income tax provision (1)
Income from continuing operations and discontinued operating activities
before income taxes and cumulative eff ect of accounting change
Eff ective tax rate
(a) / (b) * (1-c) Return On Invested Capital
Year Ended
September 30,
2007
2006
$569.3
42.3
63.8
246.6
16.9
43.5
—
982.4
404.0
544.3
1,959.9
43.2
632.5
(678.8)
$529.3
98.8
58.4
263.3
13.3
—
(19.9)
943.2
115.6
746.9
1,691.9
108.0
682.5
(353.2)
2,905.1
2,991.7
246.6
263.3
$858.2
28.7%
24.1%
$891.4
29.5%
22.2%
(1) Includes amounts related to both continuing and discontinued operations
This page does not constitute part of our Annual Report on Form 10-K for the fi scal year ended September 30, 2007.
This page does not constitute part of our Annual Report on Form 10-K for the fi scal year ended September 30, 2007.
ROCKWELL AUTOMATION
1201 South Second Street
Milwaukee, WI 53204
USA
414.382.2000
www.rockwellautomation.com