Delaware
|
|
25-1797617
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1201 South Second Street,
Milwaukee, Wisconsin
|
|
53204
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer ☑
|
|
Accelerated Filer ☐
|
|
Non-accelerated Filer ☐
|
|
Smaller Reporting Company ☐
|
|
Page No.
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June 30,
2016 |
|
September 30,
2015 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,509.3
|
|
|
$
|
1,427.3
|
|
Short-term investments
|
923.4
|
|
|
721.9
|
|
||
Receivables
|
1,022.5
|
|
|
1,041.0
|
|
||
Inventories
|
556.3
|
|
|
535.6
|
|
||
Other current assets
|
142.4
|
|
|
171.0
|
|
||
Total current assets
|
4,153.9
|
|
|
3,896.8
|
|
||
Property, net of accumulated depreciation of $1,385.8 and $1,299.1, respectively
|
567.0
|
|
|
605.6
|
|
||
Goodwill
|
1,016.1
|
|
|
1,028.8
|
|
||
Other intangible assets, net
|
213.4
|
|
|
229.5
|
|
||
Deferred income taxes
|
512.7
|
|
|
494.8
|
|
||
Other assets
|
392.6
|
|
|
149.2
|
|
||
Total
|
$
|
6,855.7
|
|
|
$
|
6,404.7
|
|
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
354.0
|
|
|
$
|
—
|
|
Accounts payable
|
532.6
|
|
|
521.7
|
|
||
Compensation and benefits
|
143.8
|
|
|
225.0
|
|
||
Advance payments from customers and deferred revenue
|
214.7
|
|
|
200.8
|
|
||
Customer returns, rebates and incentives
|
160.3
|
|
|
172.2
|
|
||
Other current liabilities
|
293.9
|
|
|
208.0
|
|
||
Total current liabilities
|
1,699.3
|
|
|
1,327.7
|
|
||
Long-term debt
|
1,521.8
|
|
|
1,500.9
|
|
||
Retirement benefits
|
1,104.4
|
|
|
1,116.6
|
|
||
Other liabilities
|
408.9
|
|
|
202.7
|
|
||
Commitments and contingent liabilities (Note 10)
|
|
|
|
||||
Shareowners’ equity:
|
|
|
|
||||
Common stock ($1.00 par value, shares issued: 181.4)
|
181.4
|
|
|
181.4
|
|
||
Additional paid-in capital
|
1,576.9
|
|
|
1,552.1
|
|
||
Retained earnings
|
5,482.8
|
|
|
5,316.9
|
|
||
Accumulated other comprehensive loss
|
(1,328.3
|
)
|
|
(1,334.6
|
)
|
||
Common stock in treasury, at cost (shares held: June 30, 2016, 52.0; September 30, 2015, 49.0)
|
(3,791.5
|
)
|
|
(3,459.0
|
)
|
||
Total shareowners’ equity
|
2,121.3
|
|
|
2,256.8
|
|
||
Total
|
$
|
6,855.7
|
|
|
$
|
6,404.7
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
Products and solutions
|
$
|
1,316.3
|
|
|
$
|
1,410.5
|
|
|
$
|
3,870.6
|
|
|
$
|
4,214.8
|
|
Services
|
157.7
|
|
|
164.7
|
|
|
470.3
|
|
|
485.6
|
|
||||
|
1,474.0
|
|
|
1,575.2
|
|
|
4,340.9
|
|
|
4,700.4
|
|
||||
Cost of sales
|
|
|
|
|
|
|
|
||||||||
Products and solutions
|
(748.9
|
)
|
|
(782.2
|
)
|
|
(2,195.8
|
)
|
|
(2,327.6
|
)
|
||||
Services
|
(108.3
|
)
|
|
(114.8
|
)
|
|
(321.5
|
)
|
|
(333.9
|
)
|
||||
|
(857.2
|
)
|
|
(897.0
|
)
|
|
(2,517.3
|
)
|
|
(2,661.5
|
)
|
||||
Gross profit
|
616.8
|
|
|
678.2
|
|
|
1,823.6
|
|
|
2,038.9
|
|
||||
Selling, general and administrative expenses
|
(346.7
|
)
|
|
(376.4
|
)
|
|
(1,065.3
|
)
|
|
(1,145.7
|
)
|
||||
Other income (expense)
|
0.3
|
|
|
(0.8
|
)
|
|
1.0
|
|
|
2.4
|
|
||||
Interest expense
|
(18.1
|
)
|
|
(16.4
|
)
|
|
(53.1
|
)
|
|
(47.0
|
)
|
||||
Income before income taxes
|
252.3
|
|
|
284.6
|
|
|
706.2
|
|
|
848.6
|
|
||||
Income tax provision
|
(61.3
|
)
|
|
(78.5
|
)
|
|
(161.7
|
)
|
|
(222.3
|
)
|
||||
Net income
|
$
|
191.0
|
|
|
$
|
206.1
|
|
|
$
|
544.5
|
|
|
$
|
626.3
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.47
|
|
|
$
|
1.53
|
|
|
$
|
4.16
|
|
|
$
|
4.64
|
|
Diluted
|
$
|
1.46
|
|
|
$
|
1.52
|
|
|
$
|
4.13
|
|
|
$
|
4.60
|
|
Cash dividends per share
|
$
|
1.45
|
|
|
$
|
1.30
|
|
|
$
|
2.90
|
|
|
$
|
2.60
|
|
Weighted average outstanding shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
129.8
|
|
|
134.3
|
|
|
130.7
|
|
|
134.9
|
|
||||
Diluted
|
130.8
|
|
|
135.5
|
|
|
131.6
|
|
|
136.1
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
191.0
|
|
|
$
|
206.1
|
|
|
$
|
544.5
|
|
|
$
|
626.3
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement benefit plan adjustments (net of tax expense of $9.8, $9.0, $29.4 and $27.4)
|
18.5
|
|
|
17.4
|
|
|
55.3
|
|
|
52.2
|
|
||||
Currency translation adjustments
|
(18.3
|
)
|
|
27.4
|
|
|
(35.3
|
)
|
|
(133.2
|
)
|
||||
Net change in unrealized gains and losses on cash flow hedges (net of tax (benefit) expense of ($1.3), ($2.6), ($5.4) and $5.0)
|
(2.8
|
)
|
|
(19.5
|
)
|
|
(13.7
|
)
|
|
13.6
|
|
||||
Other comprehensive income (loss)
|
(2.6
|
)
|
|
25.3
|
|
|
6.3
|
|
|
(67.4
|
)
|
||||
Comprehensive income
|
$
|
188.4
|
|
|
$
|
231.4
|
|
|
$
|
550.8
|
|
|
$
|
558.9
|
|
|
Nine Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
544.5
|
|
|
$
|
626.3
|
|
Adjustments to arrive at cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
107.2
|
|
|
99.6
|
|
||
Amortization of intangible assets
|
22.0
|
|
|
21.3
|
|
||
Share-based compensation expense
|
30.4
|
|
|
31.4
|
|
||
Retirement benefit expense
|
117.5
|
|
|
106.4
|
|
||
Pension contributions
|
(31.8
|
)
|
|
(30.9
|
)
|
||
Net loss (gain) on disposition of property
|
0.8
|
|
|
(1.0
|
)
|
||
Excess income tax benefit from share-based compensation
|
(2.4
|
)
|
|
(12.2
|
)
|
||
Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments:
|
|
|
|
||||
Receivables
|
17.0
|
|
|
60.7
|
|
||
Inventories
|
(23.8
|
)
|
|
(45.0
|
)
|
||
Accounts payable
|
28.9
|
|
|
53.4
|
|
||
Advance payments from customers and deferred revenue
|
13.8
|
|
|
26.2
|
|
||
Compensation and benefits
|
(81.1
|
)
|
|
(58.1
|
)
|
||
Income taxes
|
(54.8
|
)
|
|
(12.7
|
)
|
||
Other assets and liabilities
|
(12.9
|
)
|
|
(25.7
|
)
|
||
Cash provided by operating activities
|
675.3
|
|
|
839.7
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(79.4
|
)
|
|
(83.2
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(21.2
|
)
|
|
(21.2
|
)
|
||
Purchases of short-term investments
|
(801.5
|
)
|
|
(470.8
|
)
|
||
Proceeds from maturities of short-term investments
|
596.2
|
|
|
501.8
|
|
||
Proceeds from sale of property
|
0.4
|
|
|
2.0
|
|
||
Cash used for investing activities
|
(305.5
|
)
|
|
(71.4
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Net issuance (repayment) of short-term debt
|
354.0
|
|
|
(325.0
|
)
|
||
Issuance of long-term debt, net of discount and issuance costs
|
—
|
|
|
594.3
|
|
||
Cash dividends
|
(284.7
|
)
|
|
(263.3
|
)
|
||
Purchases of treasury stock
|
(374.1
|
)
|
|
(404.8
|
)
|
||
Proceeds from the exercise of stock options
|
28.0
|
|
|
55.5
|
|
||
Excess income tax benefit from share-based compensation
|
2.4
|
|
|
12.2
|
|
||
Other financing activities
|
—
|
|
|
(1.6
|
)
|
||
Cash used for financing activities
|
(274.4
|
)
|
|
(332.7
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(13.4
|
)
|
|
(59.7
|
)
|
||
|
|
|
|
||||
Increase in cash and cash equivalents
|
82.0
|
|
|
375.9
|
|
||
Cash and cash equivalents at beginning of period
|
1,427.3
|
|
|
1,191.3
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,509.3
|
|
|
$
|
1,567.2
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
191.0
|
|
|
$
|
206.1
|
|
|
$
|
544.5
|
|
|
$
|
626.3
|
|
Less: Allocation to participating securities
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||
Net income available to common shareowners
|
$
|
190.8
|
|
|
$
|
205.8
|
|
|
$
|
543.9
|
|
|
$
|
625.8
|
|
Basic weighted average outstanding shares
|
129.8
|
|
|
134.3
|
|
|
130.7
|
|
|
134.9
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Stock options
|
0.9
|
|
|
1.1
|
|
|
0.9
|
|
|
1.1
|
|
||||
Performance shares
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Diluted weighted average outstanding shares
|
130.8
|
|
|
135.5
|
|
|
131.6
|
|
|
136.1
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.47
|
|
|
$
|
1.53
|
|
|
$
|
4.16
|
|
|
$
|
4.64
|
|
Diluted
|
$
|
1.46
|
|
|
$
|
1.52
|
|
|
$
|
4.13
|
|
|
$
|
4.60
|
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Grants
|
|
Wtd. Avg.
Share
Fair Value
|
|
Grants
|
|
Wtd. Avg.
Share
Fair Value
|
||||||
Stock options
|
1,140
|
|
|
$
|
21.20
|
|
|
1,038
|
|
|
$
|
26.70
|
|
Performance shares
|
96
|
|
|
87.64
|
|
|
87
|
|
|
103.70
|
|
||
Restricted stock and restricted stock units
|
64
|
|
|
105.19
|
|
|
51
|
|
|
115.10
|
|
||
Unrestricted stock
|
10
|
|
|
98.79
|
|
|
7
|
|
|
111.43
|
|
|
June 30,
2016 |
|
September 30,
2015 |
||||
Finished goods
|
$
|
227.5
|
|
|
$
|
225.7
|
|
Work in process
|
177.3
|
|
|
157.5
|
|
||
Raw materials
|
151.5
|
|
|
152.4
|
|
||
Inventories
|
$
|
556.3
|
|
|
$
|
535.6
|
|
|
Architecture &
Software
|
|
Control
Products &
Solutions
|
|
Total
|
||||||
Balance as of September 30, 2015
|
$
|
388.0
|
|
|
$
|
640.8
|
|
|
$
|
1,028.8
|
|
Acquisition of business
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|||
Translation
|
(6.1
|
)
|
|
(14.7
|
)
|
|
(20.8
|
)
|
|||
Balance as of June 30, 2016
|
$
|
390.0
|
|
|
$
|
626.1
|
|
|
$
|
1,016.1
|
|
|
June 30, 2016
|
||||||||||
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Computer software products
|
$
|
182.4
|
|
|
$
|
100.8
|
|
|
$
|
81.6
|
|
Customer relationships
|
85.5
|
|
|
51.6
|
|
|
33.9
|
|
|||
Technology
|
86.0
|
|
|
47.5
|
|
|
38.5
|
|
|||
Trademarks
|
30.5
|
|
|
17.0
|
|
|
13.5
|
|
|||
Other
|
11.0
|
|
|
8.8
|
|
|
2.2
|
|
|||
Total amortized intangible assets
|
395.4
|
|
|
225.7
|
|
|
169.7
|
|
|||
Allen-Bradley
®
trademark not subject to amortization
|
43.7
|
|
|
—
|
|
|
43.7
|
|
|||
Total
|
$
|
439.1
|
|
|
$
|
225.7
|
|
|
$
|
213.4
|
|
|
September 30, 2015
|
||||||||||
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Computer software products
|
$
|
182.4
|
|
|
$
|
91.9
|
|
|
$
|
90.5
|
|
Customer relationships
|
87.2
|
|
|
50.1
|
|
|
37.1
|
|
|||
Technology
|
83.4
|
|
|
44.1
|
|
|
39.3
|
|
|||
Trademarks
|
32.3
|
|
|
16.3
|
|
|
16.0
|
|
|||
Other
|
11.5
|
|
|
8.6
|
|
|
2.9
|
|
|||
Total amortized intangible assets
|
396.8
|
|
|
211.0
|
|
|
185.8
|
|
|||
Allen-Bradley
®
trademark not subject to amortization
|
43.7
|
|
|
—
|
|
|
43.7
|
|
|||
Total
|
$
|
440.5
|
|
|
$
|
211.0
|
|
|
$
|
229.5
|
|
|
June 30,
2016 |
|
September 30,
2015 |
||||
Unrealized losses on foreign exchange contracts
|
$
|
19.3
|
|
|
$
|
16.4
|
|
Product warranty obligations
|
27.0
|
|
|
27.9
|
|
||
Taxes other than income taxes
|
41.6
|
|
|
34.9
|
|
||
Accrued interest
|
16.2
|
|
|
16.9
|
|
||
Dividends payable
|
93.8
|
|
|
—
|
|
||
Income taxes payable
|
38.7
|
|
|
50.9
|
|
||
Other
|
57.3
|
|
|
61.0
|
|
||
Other current liabilities
|
$
|
293.9
|
|
|
$
|
208.0
|
|
|
Nine Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
27.9
|
|
|
$
|
34.1
|
|
Accruals for warranties issued during the current period
|
18.7
|
|
|
20.0
|
|
||
Adjustments to pre-existing warranties
|
(0.2
|
)
|
|
(2.7
|
)
|
||
Settlements of warranty claims
|
(19.4
|
)
|
|
(20.9
|
)
|
||
Balance at end of period
|
$
|
27.0
|
|
|
$
|
30.5
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
22.1
|
|
|
$
|
21.3
|
|
|
$
|
66.0
|
|
|
$
|
64.5
|
|
Interest cost
|
42.5
|
|
|
41.7
|
|
|
127.2
|
|
|
125.6
|
|
||||
Expected return on plan assets
|
(54.8
|
)
|
|
(55.7
|
)
|
|
(163.9
|
)
|
|
(167.6
|
)
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(2.1
|
)
|
|
(2.0
|
)
|
||||
Net actuarial loss
|
31.2
|
|
|
29.6
|
|
|
93.4
|
|
|
89.2
|
|
||||
Net periodic benefit cost
|
$
|
40.3
|
|
|
$
|
36.2
|
|
|
$
|
120.6
|
|
|
$
|
109.7
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
|
$
|
1.2
|
|
Interest cost
|
0.8
|
|
|
1.0
|
|
|
2.5
|
|
|
3.1
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
(2.8
|
)
|
|
(3.7
|
)
|
|
(8.5
|
)
|
|
(11.1
|
)
|
||||
Net actuarial loss
|
0.6
|
|
|
1.2
|
|
|
1.9
|
|
|
3.5
|
|
||||
Net periodic benefit income
|
$
|
(1.0
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(3.3
|
)
|
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefit plan adjustments, net of tax
|
|
Accumulated currency translation adjustments, net of tax
|
|
Net unrealized gains (losses) on cash flow hedges, net of tax
|
|
Total accumulated other comprehensive loss, net of tax
|
||||||||
Balance as of March 31, 2016
|
$
|
(1,060.3
|
)
|
|
$
|
(269.4
|
)
|
|
$
|
4.0
|
|
|
$
|
(1,325.7
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(18.3
|
)
|
|
(1.7
|
)
|
|
(20.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
18.5
|
|
|
—
|
|
|
(1.1
|
)
|
|
17.4
|
|
||||
Other comprehensive income (loss)
|
18.5
|
|
|
(18.3
|
)
|
|
(2.8
|
)
|
|
(2.6
|
)
|
||||
Balance as of June 30, 2016
|
$
|
(1,041.8
|
)
|
|
$
|
(287.7
|
)
|
|
$
|
1.2
|
|
|
$
|
(1,328.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefit plan adjustments, net of tax
|
|
Accumulated currency translation adjustments, net of tax
|
|
Net unrealized gains (losses) on cash flow hedges, net of tax
|
|
Total accumulated other comprehensive loss, net of tax
|
||||||||
Balance as of September 30, 2015
|
$
|
(1,097.1
|
)
|
|
$
|
(252.4
|
)
|
|
$
|
14.9
|
|
|
$
|
(1,334.6
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(35.3
|
)
|
|
(1.0
|
)
|
|
(36.3
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
55.3
|
|
|
—
|
|
|
(12.7
|
)
|
|
42.6
|
|
||||
Other comprehensive income (loss)
|
55.3
|
|
|
(35.3
|
)
|
|
(13.7
|
)
|
|
6.3
|
|
||||
Balance as of June 30, 2016
|
$
|
(1,041.8
|
)
|
|
$
|
(287.7
|
)
|
|
$
|
1.2
|
|
|
$
|
(1,328.3
|
)
|
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefit plan adjustments, net of tax
|
|
Accumulated currency translation adjustments, net of tax
|
|
Net unrealized gains (losses) on cash flow hedges, net of tax
|
|
Total accumulated other comprehensive loss, net of tax
|
||||||||
Balance as of March 31, 2015
|
$
|
(874.6
|
)
|
|
$
|
(213.1
|
)
|
|
$
|
47.0
|
|
|
$
|
(1,040.7
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
27.4
|
|
|
(6.1
|
)
|
|
21.3
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
17.4
|
|
|
—
|
|
|
(13.4
|
)
|
|
4.0
|
|
||||
Other comprehensive income (loss)
|
17.4
|
|
|
27.4
|
|
|
(19.5
|
)
|
|
25.3
|
|
||||
Balance as of June 30, 2015
|
$
|
(857.2
|
)
|
|
$
|
(185.7
|
)
|
|
$
|
27.5
|
|
|
$
|
(1,015.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefit plan adjustments, net of tax
|
|
Accumulated currency translation adjustments, net of tax
|
|
Net unrealized gains (losses) on cash flow hedges, net of tax
|
|
Total accumulated other comprehensive loss, net of tax
|
||||||||
Balance as of September 30, 2014
|
$
|
(909.4
|
)
|
|
$
|
(52.5
|
)
|
|
$
|
13.9
|
|
|
$
|
(948.0
|
)
|
Other comprehensive (loss) income before reclassifications
|
—
|
|
|
(133.2
|
)
|
|
37.5
|
|
|
(95.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
52.2
|
|
|
—
|
|
|
(23.9
|
)
|
|
28.3
|
|
||||
Other comprehensive income (loss)
|
52.2
|
|
|
(133.2
|
)
|
|
13.6
|
|
|
(67.4
|
)
|
||||
Balance as of June 30, 2015
|
$
|
(857.2
|
)
|
|
$
|
(185.7
|
)
|
|
$
|
27.5
|
|
|
$
|
(1,015.4
|
)
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|
Affected Line in the Condensed Consolidated Statement of Operations
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
||||||||
Pension and other postretirement benefit plan adjustments:
|
|||||||||||||||||
Amortization of prior service credit
|
$
|
(3.5
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(10.6
|
)
|
|
$
|
(13.1
|
)
|
|
(a)
|
Amortization of net actuarial loss
|
31.8
|
|
|
30.8
|
|
|
95.3
|
|
|
92.7
|
|
|
(a)
|
||||
|
28.3
|
|
|
26.4
|
|
|
84.7
|
|
|
79.6
|
|
|
Income before income taxes
|
||||
|
(9.8
|
)
|
|
(9.0
|
)
|
|
(29.4
|
)
|
|
(27.4
|
)
|
|
Income tax provision
|
||||
|
$
|
18.5
|
|
|
$
|
17.4
|
|
|
$
|
55.3
|
|
|
$
|
52.2
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized losses (gains) on cash flow hedges:
|
|||||||||||||||||
Forward exchange contracts
|
$
|
1.0
|
|
|
$
|
2.0
|
|
|
$
|
5.1
|
|
|
$
|
5.6
|
|
|
Sales
|
Forward exchange contracts
|
(2.0
|
)
|
|
(16.1
|
)
|
|
(21.0
|
)
|
|
(29.7
|
)
|
|
Cost of sales
|
||||
|
(1.0
|
)
|
|
(14.1
|
)
|
|
(15.9
|
)
|
|
(24.1
|
)
|
|
Income before income taxes
|
||||
|
(0.1
|
)
|
|
0.7
|
|
|
3.2
|
|
|
0.2
|
|
|
Income tax provision
|
||||
|
$
|
(1.1
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(23.9
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications
|
$
|
17.4
|
|
|
$
|
4.0
|
|
|
$
|
42.6
|
|
|
$
|
28.3
|
|
|
Net income
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
$
|
666.4
|
|
|
$
|
683.5
|
|
|
$
|
1,938.8
|
|
|
$
|
2,065.6
|
|
Control Products & Solutions
|
807.6
|
|
|
891.7
|
|
|
2,402.1
|
|
|
2,634.8
|
|
||||
Total
|
$
|
1,474.0
|
|
|
$
|
1,575.2
|
|
|
$
|
4,340.9
|
|
|
$
|
4,700.4
|
|
Segment operating earnings
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
$
|
184.2
|
|
|
$
|
199.9
|
|
|
$
|
515.0
|
|
|
$
|
622.1
|
|
Control Products & Solutions
|
126.8
|
|
|
143.8
|
|
|
369.4
|
|
|
402.6
|
|
||||
Total
|
311.0
|
|
|
343.7
|
|
|
884.4
|
|
|
1,024.7
|
|
||||
Purchase accounting depreciation and amortization
|
(4.7
|
)
|
|
(5.2
|
)
|
|
(13.9
|
)
|
|
(15.8
|
)
|
||||
General corporate – net
|
(17.0
|
)
|
|
(21.9
|
)
|
|
(54.5
|
)
|
|
(66.1
|
)
|
||||
Non-operating pension costs
|
(18.9
|
)
|
|
(15.6
|
)
|
|
(56.7
|
)
|
|
(47.2
|
)
|
||||
Interest expense
|
(18.1
|
)
|
|
(16.4
|
)
|
|
(53.1
|
)
|
|
(47.0
|
)
|
||||
Income before income taxes
|
$
|
252.3
|
|
|
$
|
284.6
|
|
|
$
|
706.2
|
|
|
$
|
848.6
|
|
•
|
macroeconomic factors, including global and regional business conditions, the availability and cost of capital, commodity prices, the cyclical nature of our customers’ capital spending, sovereign debt concerns and currency exchange rates;
|
•
|
laws, regulations and governmental policies affecting our activities in the countries where we do business;
|
•
|
the successful development of advanced technologies and demand for and market acceptance of new and existing products;
|
•
|
the availability, effectiveness and security of our information technology systems;
|
•
|
competitive products, solutions and services and pricing pressures, and our ability to provide high quality products, solutions and services;
|
•
|
a disruption of our business due to natural disasters, pandemics, acts of war, strikes, terrorism, social unrest or other causes;
|
•
|
our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our products, solutions and services;
|
•
|
intellectual property infringement claims by others and the ability to protect our intellectual property;
|
•
|
the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
our ability to manage costs related to employee retirement and health care benefits;
|
•
|
the uncertainties of litigation, including liabilities related to the safety and security of the products, solutions and services we sell;
|
•
|
our ability to manage and mitigate the risks associated with our solutions and services businesses;
|
•
|
a disruption of our distribution channels;
|
•
|
the availability and price of components and materials;
|
•
|
the successful integration and management of acquired businesses;
|
•
|
the successful execution of our cost productivity and globalization initiatives; and
|
•
|
other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.
|
•
|
investments in manufacturing, including upgrades, modifications and expansions of existing facilities or production lines and new facilities or production lines;
|
•
|
investments in basic materials production capacity, which may be related to commodity pricing levels;
|
•
|
our customers’ needs for faster time to market, lower total cost of ownership, improved asset utilization and optimization, and enterprise risk management;
|
•
|
industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;
|
•
|
levels of global industrial production and capacity utilization;
|
•
|
regional factors that include local political, social, regulatory and economic circumstances; and
|
•
|
the spending patterns of our customers due to their annual budgeting processes and their working schedules.
|
•
|
achieve growth rates in excess of the automation market by expanding our served market and strengthening our competitive differentiation;
|
•
|
diversify our sales streams by broadening our portfolio of products, solutions and services, expanding our global presence and serving a wider range of industries and applications;
|
•
|
grow market share by gaining new customers and by capturing a larger share of existing customers’ spending;
|
•
|
enhance our market access by building our channel capability and partner network;
|
•
|
acquire businesses that serve as catalysts to organic growth by adding complementary technology, expanding our served market, enhancing our domain expertise or continuing our geographic diversification;
|
•
|
deploy human and financial resources to strengthen our technology leadership and our intellectual capital business model;
|
•
|
continuously improve quality and customer experience; and
|
•
|
drive annual cost productivity.
|
•
|
The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining and electric and gas utilities. The IP Index is expressed as a percentage of real output in a base year, currently 2012. Historically, there has been a meaningful correlation between the changes in the IP Index and the level of automation 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 indicates 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.
|
•
|
Industrial Equipment Spending, compiled by the Bureau of Economic Analysis, which provides insight into spending trends in the broad U.S. industrial economy. This measure over the longer term has proven to demonstrate a reasonable correlation with our domestic growth.
|
•
|
Capacity Utilization (Total Industry), published by the Federal Reserve, which measures plant operating activity. Historically, there has been a meaningful correlation between Capacity Utilization and levels of U.S. IP.
|
|
IP
Index
|
|
PMI
|
|
Industrial
Equipment
Spending
(in billions)
|
|
Capacity
Utilization
(percent)
|
||||
Fiscal 2016 quarter ended:
|
|
|
|
|
|
|
|
||||
June 2016
|
103.8
|
|
|
53.2
|
|
|
228.6
|
|
|
75.2
|
|
March 2016
|
104.1
|
|
|
51.8
|
|
|
222.2
|
|
|
75.4
|
|
December 2015
|
104.6
|
|
|
48.0
|
|
|
224.7
|
|
|
75.8
|
|
Fiscal 2015 quarter ended:
|
|
|
|
|
|
|
|
||||
September 2015
|
105.5
|
|
|
50.0
|
|
|
219.8
|
|
|
76.6
|
|
June 2015
|
105.1
|
|
|
53.1
|
|
|
222.7
|
|
|
76.6
|
|
March 2015
|
105.8
|
|
|
52.3
|
|
|
216.4
|
|
|
77.7
|
|
December 2014
|
106.3
|
|
|
55.1
|
|
|
216.5
|
|
|
78.6
|
|
Fiscal 2014 quarter ended:
|
|
|
|
|
|
|
|
||||
September 2014
|
105.3
|
|
|
56.1
|
|
|
222.9
|
|
|
78.4
|
|
•
|
Logix sales decreased
5 percent
year over year in the
third
quarter of
2016
. Logix organic sales decreased
3 percent
.
|
•
|
Process initiative sales decreased
23 percent
year over year in the
third
quarter of
2016
. Process initiative organic sales decreased
20 percent
.
|
•
|
Sales in emerging markets decreased 9.5 percent year over year in the
third
quarter of
2016
. Organic sales in emerging countries decreased 1.1 percent year over year. Currency translation reduced sales in emerging countries by 8.5 percentage points.
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
$
|
666.4
|
|
|
$
|
683.5
|
|
|
$
|
1,938.8
|
|
|
$
|
2,065.6
|
|
Control Products & Solutions
|
807.6
|
|
|
891.7
|
|
|
2,402.1
|
|
|
2,634.8
|
|
||||
Total sales (a)
|
$
|
1,474.0
|
|
|
$
|
1,575.2
|
|
|
$
|
4,340.9
|
|
|
$
|
4,700.4
|
|
Segment operating earnings
(1)
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
$
|
184.2
|
|
|
$
|
199.9
|
|
|
$
|
515.0
|
|
|
$
|
622.1
|
|
Control Products & Solutions
|
126.8
|
|
|
143.8
|
|
|
369.4
|
|
|
402.6
|
|
||||
Total segment operating earnings
(2)
(b)
|
311.0
|
|
|
343.7
|
|
|
884.4
|
|
|
1,024.7
|
|
||||
Purchase accounting depreciation and amortization
|
(4.7
|
)
|
|
(5.2
|
)
|
|
(13.9
|
)
|
|
(15.8
|
)
|
||||
General corporate — net
|
(17.0
|
)
|
|
(21.9
|
)
|
|
(54.5
|
)
|
|
(66.1
|
)
|
||||
Non-operating pension costs
|
(18.9
|
)
|
|
(15.6
|
)
|
|
(56.7
|
)
|
|
(47.2
|
)
|
||||
Interest expense
|
(18.1
|
)
|
|
(16.4
|
)
|
|
(53.1
|
)
|
|
(47.0
|
)
|
||||
Income before income taxes (c)
|
252.3
|
|
|
284.6
|
|
|
706.2
|
|
|
848.6
|
|
||||
Income tax provision
|
(61.3
|
)
|
|
(78.5
|
)
|
|
(161.7
|
)
|
|
(222.3
|
)
|
||||
Net income
|
$
|
191.0
|
|
|
$
|
206.1
|
|
|
$
|
544.5
|
|
|
$
|
626.3
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
$
|
1.46
|
|
|
$
|
1.52
|
|
|
$
|
4.13
|
|
|
$
|
4.60
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EPS
(3)
|
$
|
1.55
|
|
|
$
|
1.59
|
|
|
$
|
4.41
|
|
|
$
|
4.82
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted average outstanding shares
|
130.8
|
|
|
135.5
|
|
|
131.6
|
|
|
136.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total segment operating margin
(2)
(b/a)
|
21.1
|
%
|
|
21.8
|
%
|
|
20.4
|
%
|
|
21.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Pre-tax margin (c/a)
|
17.1
|
%
|
|
18.1
|
%
|
|
16.3
|
%
|
|
18.1
|
%
|
(1)
|
See Note
12
in the Condensed Consolidated Financial Statements for the definition of segment operating earnings.
|
(2)
|
Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, general corporate – net, non-operating pension costs, interest expense and income tax provision because we do not consider these costs to be directly related to the operating performance of our segments. We believe that these measures are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.
|
(3)
|
Adjusted EPS is a non-GAAP earnings measure that excludes the non-operating pension costs and their related income tax effects. See
Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate Reconciliation
for more information on this non-GAAP measure.
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Purchase accounting depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
2.8
|
|
|
$
|
3.2
|
|
Control Products & Solutions
|
3.4
|
|
|
3.8
|
|
|
10.3
|
|
|
11.8
|
|
||||
Non-operating pension costs
|
|
|
|
|
|
|
|
||||||||
Architecture & Software
|
6.7
|
|
|
5.6
|
|
|
20.1
|
|
|
17.0
|
|
||||
Control Products & Solutions
|
10.5
|
|
|
8.8
|
|
|
31.5
|
|
|
26.6
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
22.1
|
|
|
$
|
21.3
|
|
|
$
|
66.0
|
|
|
$
|
64.5
|
|
Amortization of prior service credit
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(2.1
|
)
|
|
(2.0
|
)
|
||||
Operating pension costs
|
21.4
|
|
|
20.6
|
|
|
63.9
|
|
|
62.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
42.5
|
|
|
41.7
|
|
|
127.2
|
|
|
125.6
|
|
||||
Expected return on plan assets
|
(54.8
|
)
|
|
(55.7
|
)
|
|
(163.9
|
)
|
|
(167.6
|
)
|
||||
Amortization of net actuarial loss
|
31.2
|
|
|
29.6
|
|
|
93.4
|
|
|
89.2
|
|
||||
Non-operating pension costs
|
18.9
|
|
|
15.6
|
|
|
56.7
|
|
|
47.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net periodic pension cost
|
$
|
40.3
|
|
|
$
|
36.2
|
|
|
$
|
120.6
|
|
|
$
|
109.7
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income from continuing operations
|
$
|
191.0
|
|
|
$
|
206.1
|
|
|
$
|
544.5
|
|
|
$
|
626.3
|
|
Non-operating pension costs
|
18.9
|
|
|
15.6
|
|
|
56.7
|
|
|
47.2
|
|
||||
Tax effect of non-operating pension costs
|
(6.8
|
)
|
|
(5.4
|
)
|
|
(20.5
|
)
|
|
(16.4
|
)
|
||||
Adjusted Income
|
$
|
203.1
|
|
|
$
|
216.3
|
|
|
$
|
580.7
|
|
|
$
|
657.1
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted EPS from continuing operations
|
$
|
1.46
|
|
|
$
|
1.52
|
|
|
$
|
4.13
|
|
|
$
|
4.60
|
|
Non-operating pension costs per diluted share
|
0.14
|
|
|
0.11
|
|
|
0.43
|
|
|
0.34
|
|
||||
Tax effect of non-operating pension costs per diluted share
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.15
|
)
|
|
(0.12
|
)
|
||||
Adjusted EPS
|
$
|
1.55
|
|
|
$
|
1.59
|
|
|
$
|
4.41
|
|
|
$
|
4.82
|
|
|
|
|
|
|
|
|
|
||||||||
Effective tax rate
|
24.3
|
%
|
|
27.6
|
%
|
|
22.9
|
%
|
|
26.2
|
%
|
||||
Tax effect of non-operating pension costs
|
0.8
|
%
|
|
0.3
|
%
|
|
1.0
|
%
|
|
0.4
|
%
|
||||
Adjusted Effective Tax Rate
|
25.1
|
%
|
|
27.9
|
%
|
|
23.9
|
%
|
|
26.6
|
%
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||||||||||
(in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Sales
|
|
$
|
1,474.0
|
|
|
$
|
1,575.2
|
|
|
$
|
(101.2
|
)
|
|
$
|
4,340.9
|
|
|
$
|
4,700.4
|
|
|
$
|
(359.5
|
)
|
Income before income taxes
|
|
252.3
|
|
|
284.6
|
|
|
(32.3
|
)
|
|
706.2
|
|
|
848.6
|
|
|
(142.4
|
)
|
||||||
Diluted EPS
|
|
1.46
|
|
|
1.52
|
|
|
(0.06
|
)
|
|
4.13
|
|
|
4.60
|
|
|
(0.47
|
)
|
||||||
Adjusted EPS
|
|
1.55
|
|
|
1.59
|
|
|
(0.04
|
)
|
|
4.41
|
|
|
4.82
|
|
|
(0.41
|
)
|
|
|
|
Change vs.
|
|
Change in Organic
Sales
(1)
vs.
|
||||
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Three Months Ended June 30, 2015
|
||||
United States
|
$
|
799.6
|
|
|
(8.3
|
)%
|
|
(8.4
|
)%
|
Canada
|
82.2
|
|
|
(11.7
|
)%
|
|
(7.5
|
)%
|
|
Europe, Middle East and Africa (EMEA)
|
303.7
|
|
|
6.4
|
%
|
|
5.6
|
%
|
|
Asia Pacific
|
188.3
|
|
|
(12.4
|
)%
|
|
(9.1
|
)%
|
|
Latin America
|
100.2
|
|
|
(8.3
|
)%
|
|
8.1
|
%
|
|
Total Sales
|
$
|
1,474.0
|
|
|
(6.4
|
)%
|
|
(4.8
|
)%
|
|
|
|
|
|
|
||||
|
|
|
Change vs.
|
|
Change in Organic
Sales
(1)
vs.
|
||||
|
Nine Months Ended June 30, 2016
|
|
Nine Months Ended June 30, 2015
|
|
Nine Months Ended June 30, 2015
|
||||
United States
|
$
|
2,391.7
|
|
|
(7.0
|
)%
|
|
(7.0
|
)%
|
Canada
|
237.1
|
|
|
(15.0
|
)%
|
|
(5.9
|
)%
|
|
Europe, Middle East and Africa (EMEA)
|
852.5
|
|
|
(1.8
|
)%
|
|
3.6
|
%
|
|
Asia Pacific
|
540.7
|
|
|
(13.0
|
)%
|
|
(8.3
|
)%
|
|
Latin America
|
318.9
|
|
|
(11.2
|
)%
|
|
9.4
|
%
|
|
Total sales
|
$
|
4,340.9
|
|
|
(7.6
|
)%
|
|
(3.9
|
)%
|
•
|
Sales in the United States declined in the
three and nine
months ended
June 30, 2016
, mainly due to weak heavy industries, particularly oil and gas.
|
•
|
Canada sales decreased in the
three and nine
months ended
June 30, 2016
due to the unfavorable impact of currency translation as well as declines in heavy industries, particularly oil and gas.
|
•
|
EMEA sales increased slightly in the quarter, but decreased year to date due to the unfavorable impact of currency translation. Organic sales growth in both periods was driven by strength in consumer industries.
|
•
|
Asia Pacific sales decreased in the
three and nine
months ended
June 30, 2016
, largely driven by declines in China and the unfavorable impact of currency translation.
|
•
|
Latin America sales were down in the
three and nine
months ended
June 30, 2016
due to the unfavorable impact of currency translation, with organic sales growth led by Mexico in both periods.
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||||||||||||
(in millions, except percentages)
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||
Sales
|
|
$
|
666.4
|
|
|
$
|
683.5
|
|
|
$
|
(17.1
|
)
|
|
|
$
|
1,938.8
|
|
|
$
|
2,065.6
|
|
|
$
|
(126.8
|
)
|
|
Segment operating earnings
|
|
184.2
|
|
|
199.9
|
|
|
(15.7
|
)
|
|
|
515.0
|
|
|
622.1
|
|
|
(107.1
|
)
|
|
||||||
Segment operating margin
|
|
27.6
|
%
|
|
29.2
|
%
|
|
(1.6
|
)
|
pts
|
|
26.6
|
%
|
|
30.1
|
%
|
|
(3.5
|
)
|
pts
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||||||||||||
(in millions, except percentages)
|
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||||
Sales
|
|
$
|
807.6
|
|
|
$
|
891.7
|
|
|
$
|
(84.1
|
)
|
|
|
$
|
2,402.1
|
|
|
$
|
2,634.8
|
|
|
$
|
(232.7
|
)
|
|
Segment operating earnings
|
|
126.8
|
|
|
143.8
|
|
|
(17.0
|
)
|
|
|
369.4
|
|
|
402.6
|
|
|
(33.2
|
)
|
|
||||||
Segment operating margin
|
|
15.7
|
%
|
|
16.1
|
%
|
|
(0.4
|
)
|
pts
|
|
15.4
|
%
|
|
15.3
|
%
|
|
0.1
|
|
pts
|
|
Nine Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
675.3
|
|
|
$
|
839.7
|
|
Investing activities
|
(305.5
|
)
|
|
(71.4
|
)
|
||
Financing activities
|
(274.4
|
)
|
|
(332.7
|
)
|
||
Effect of exchange rate changes on cash
|
(13.4
|
)
|
|
(59.7
|
)
|
||
Cash provided by continuing operations
|
$
|
82.0
|
|
|
$
|
375.9
|
|
|
Nine Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Cash provided by continuing operating activities
|
$
|
675.3
|
|
|
$
|
839.7
|
|
Capital expenditures
|
(79.4
|
)
|
|
(83.2
|
)
|
||
Excess income tax benefit from share-based compensation
|
2.4
|
|
|
12.2
|
|
||
Free cash flow
|
$
|
598.3
|
|
|
$
|
768.7
|
|
Credit Rating Agency
|
|
Short-Term Rating
|
|
Long-Term Rating
|
|
Outlook
|
Standard & Poor’s
|
|
A-1
|
|
A
|
|
Stable
|
Moody’s
|
|
P-2
|
|
A3
|
|
Stable
|
Fitch Ratings
|
|
F1
|
|
A
|
|
Stable
|
|
Three Months Ended June 30, 2016
|
|
Three Months Ended
June 30, 2015 |
||||||||||||||||||||
|
Sales
|
|
Effect of
Changes in
Currency
|
|
Sales
Excluding
Effect of
Changes in
Currency
|
|
Effect of
Acquisitions
|
|
Organic Sales
|
|
Sales
|
||||||||||||
United States
|
$
|
799.6
|
|
|
$
|
0.5
|
|
|
$
|
800.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
799.0
|
|
|
$
|
872.4
|
|
Canada
|
82.2
|
|
|
3.9
|
|
|
86.1
|
|
|
—
|
|
|
86.1
|
|
|
93.1
|
|
||||||
Europe, Middle East and Africa
|
303.7
|
|
|
(1.5
|
)
|
|
302.2
|
|
|
(0.8
|
)
|
|
301.4
|
|
|
285.4
|
|
||||||
Asia Pacific
|
188.3
|
|
|
7.8
|
|
|
196.1
|
|
|
(0.7
|
)
|
|
195.4
|
|
|
215.0
|
|
||||||
Latin America
|
100.2
|
|
|
17.9
|
|
|
118.1
|
|
|
—
|
|
|
118.1
|
|
|
109.3
|
|
||||||
Total Company Sales
|
$
|
1,474.0
|
|
|
$
|
28.6
|
|
|
$
|
1,502.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,500.0
|
|
|
$
|
1,575.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended June 30, 2016
|
|
Nine Months Ended
June 30, 2015 |
||||||||||||||||||||
|
Sales
|
|
Effect of
Changes in
Currency
|
|
Sales
Excluding
Effect of
Changes in
Currency
|
|
Effect of
Acquisitions
|
|
Organic Sales
|
|
Sales
|
||||||||||||
United States
|
$
|
2,391.7
|
|
|
$
|
1.8
|
|
|
$
|
2,393.5
|
|
|
$
|
(1.4
|
)
|
|
$
|
2,392.1
|
|
|
$
|
2,572.4
|
|
Canada
|
237.1
|
|
|
25.3
|
|
|
262.4
|
|
|
—
|
|
|
262.4
|
|
|
278.9
|
|
||||||
Europe, Middle East and Africa
|
852.5
|
|
|
47.8
|
|
|
900.3
|
|
|
(0.8
|
)
|
|
899.5
|
|
|
868.2
|
|
||||||
Asia Pacific
|
540.7
|
|
|
30.1
|
|
|
570.8
|
|
|
(0.8
|
)
|
|
570.0
|
|
|
621.6
|
|
||||||
Latin America
|
318.9
|
|
|
74.3
|
|
|
393.2
|
|
|
—
|
|
|
393.2
|
|
|
359.3
|
|
||||||
Total Company Sales
|
$
|
4,340.9
|
|
|
$
|
179.3
|
|
|
$
|
4,520.2
|
|
|
$
|
(3.0
|
)
|
|
$
|
4,517.2
|
|
|
$
|
4,700.4
|
|
|
Three Months Ended June 30, 2016
|
|
Three Months Ended
June 30, 2015 |
||||||||||||||||||||
|
Sales
|
|
Effect of
Changes in
Currency
|
|
Sales
Excluding
Effect of
Changes in
Currency
|
|
Effect of
Acquisitions
|
|
Organic Sales
|
|
Sales
|
||||||||||||
Architecture & Software
|
$
|
666.4
|
|
|
$
|
11.1
|
|
|
$
|
677.5
|
|
|
$
|
(2.6
|
)
|
|
$
|
674.9
|
|
|
$
|
683.5
|
|
Control Products & Solutions
|
807.6
|
|
|
17.5
|
|
|
825.1
|
|
|
—
|
|
|
825.1
|
|
|
891.7
|
|
||||||
Total Company Sales
|
$
|
1,474.0
|
|
|
$
|
28.6
|
|
|
$
|
1,502.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
1,500.0
|
|
|
$
|
1,575.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended June 30, 2016
|
|
Nine Months Ended
June 30, 2015 |
||||||||||||||||||||
|
Sales
|
|
Effect of
Changes in
Currency
|
|
Sales
Excluding
Effect of
Changes in
Currency
|
|
Effect of
Acquisitions
|
|
Organic Sales
|
|
Sales
|
||||||||||||
Architecture & Software
|
$
|
1,938.8
|
|
|
$
|
79.9
|
|
|
$
|
2,018.7
|
|
|
$
|
(2.7
|
)
|
|
$
|
2,016.0
|
|
|
$
|
2,065.6
|
|
Control Products & Solutions
|
2,402.1
|
|
|
99.4
|
|
|
2,501.5
|
|
|
(0.3
|
)
|
|
2,501.2
|
|
|
2,634.8
|
|
||||||
Total Company Sales
|
$
|
4,340.9
|
|
|
$
|
179.3
|
|
|
$
|
4,520.2
|
|
|
$
|
(3.0
|
)
|
|
$
|
4,517.2
|
|
|
$
|
4,700.4
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
(1)
|
|
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
(2)
|
||||||
April 1 - 30, 2016
|
|
52,300
|
|
|
$
|
114.11
|
|
|
52,300
|
|
|
$
|
1,190,909,680
|
|
May 1 - 31, 2016
|
|
525,000
|
|
|
113.31
|
|
|
525,000
|
|
|
1,131,423,208
|
|
||
June 1 - 30, 2016
|
|
485,000
|
|
|
115.95
|
|
|
485,000
|
|
|
1,075,186,312
|
|
||
Total
|
|
1,062,300
|
|
|
114.55
|
|
|
1,062,300
|
|
|
|
(1)
|
Average price paid per share includes brokerage commissions.
|
(2)
|
On June 4, 2014, the Board of Directors approved a $1.0 billion share repurchase program. On April 6, 2016, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management's discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.
|
Exhibit 3
|
|
—
|
|
By-Laws of the Company, as amended and restated effective June 8, 2016, filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated June 10, 2016, is hereby incorporated by reference.
|
Exhibit 10.1
|
|
—
|
|
Summary of Non-Employee Director Compensation and Benefits effective as of October 1, 2016.
|
Exhibit 10.2
|
|
|
|
Amendment to Change of Control Agreement dated July 1, 2016 between the Company and Blake D. Moret.
|
Exhibit 10.3
|
|
—
|
|
Letter Agreement dated July 1, 2016 between the Company and Blake D. Moret.
|
Exhibit 15
|
|
—
|
|
Letter of Deloitte & Touche LLP regarding Unaudited Financial Information.
|
Exhibit 31.1
|
|
—
|
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
Exhibit 31.2
|
|
—
|
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
Exhibit 32.1
|
|
—
|
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32.2
|
|
—
|
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 101
|
|
—
|
|
Interactive Data Files.
|
Exhibit No.
|
|
Exhibit
|
3
|
|
By-Laws of the Company, as amended and restated effective June 8, 2016, filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated June 10, 2016, is hereby incorporated by reference.
|
10.1
|
|
Summary of Non-Employee Director Compensation and Benefits effective as of October 1, 2016.
|
10.2
|
|
Amendment to Change of Control Agreement dated July 1, 2016 between the Company and Blake D. Moret.
|
10.3
|
|
Letter Agreement dated July 1, 2016 between the Company and Blake D. Moret.
|
15
|
|
Letter of Deloitte & Touche LLP regarding Unaudited Financial Information.
|
31.1
|
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
Interactive Data Files.
|
|
|
|
ROCKWELL AUTOMATION, INC.
(Registrant)
|
||
|
|
|
|
||
Date:
|
August 3, 2016
|
|
By
|
|
/s/ T
HEODORE
D. C
RANDALL
|
|
|
|
|
|
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
August 3, 2016
|
|
By
|
|
/s/ D
AVID
M. D
ORGAN
|
|
|
|
|
|
David M. Dorgan
Vice President and Controller
(Principal Accounting Officer)
|
1.
|
Annual Retainer Fees
|
•
|
$87,500 in cash paid quarterly. Directors may elect to defer all or part of the cash payment of retainer fees (i) until such time as specified, with interest on deferred amounts accruing quarterly at 120% of the Federal long-term rate set each month by the Secretary of the Treasury, or (ii) by electing to receive restricted stock units valued at the closing price of our common stock on the New York Stock Exchange‑Composite Transactions reporting system on the date each retainer payment would otherwise be made in cash.
|
•
|
$87,500 in shares of our common stock paid in advance on October 1 of each year (or, if the person becomes a director after October 1, a pro rata amount paid on the first business day on which the person becomes a director) and valued at the closing price of our common stock on the New York Stock Exchange‑Composite Transactions reporting system on the payment date. Directors may elect to receive the annual retainer grant of shares of our common stock as described above in the form of restricted stock units in the same number.
|
2.
|
Committee Membership and Lead Director Fees
|
•
|
Audit Committee: $12,500 ($25,000 for the Chairman).
|
•
|
Compensation Committee: $8,000 ($20,000 for the Chairman).
|
•
|
Board Composition and Governance Committee: $6,000 ($15,000 for the Chairman).
|
•
|
Technology and Corporate Responsibility Committee: $5,000 ($15,000 for the Chairman).
|
•
|
Lead Director: $25,000.
|
•
|
Fees are paid quarterly in cash. Directors may elect to defer all or part of the payment of committee fees (i) until such time as specified, with interest on deferred amounts accruing quarterly at 120% of the Federal long-term rate set each month by the Secretary of the Treasury or (ii) by electing to receive restricted stock units valued at the closing price of our common stock on the New York Stock Exchange‑Composite Transactions reporting system on the date each committee fee payment would otherwise be made in cash.
|
3.
|
Annual Awards
|
•
|
$40,000 in shares of our common stock, not to exceed 1,000 shares, paid on the date of our annual meeting of shareowners. Directors elected subsequent to our annual meeting receive a pro-rated number of such shares in accordance with our 2003 Directors Stock Plan. Directors may elect to defer the annual share award by electing to receive restricted stock units in the same number.
|
4.
|
Other Awards and Benefits
|
•
|
The Board of Directors may grant directors options to purchase such additional number of shares of our common stock and such additional number of restricted stock units as the Board in its sole discretion may determine pursuant to our 2003 Directors Stock Plan.
|
•
|
We reimburse directors for transportation and other expenses actually incurred in attending Board and Committee meetings. We reimburse directors at the standard mileage rate allowed by the IRS for use in computing the deductible costs for use of a personal automobile in connection with attending Board or Committee meetings or other activities incident to Board service.
|
•
|
Directors may participate in a matching gift program under which we will match donations made to eligible educational, arts or cultural institutions. Gifts will be matched in any calendar year from a minimum of $25 to a maximum of $10,000.
|
|
|
ROCKWELL AUTOMATION, INC.
|
|
|
|
By:
|
|
/s/ D
OUGLAS
M. H
AGERMAN
|
|
|
Douglas M. Hagerman
|
|
|
Senior Vice President, General Counsel and Secretary
|
|
|
|
Executive
|
||
|
|
|
/s/ B
LAKE
D. M
ORET
|
||
Blake D. Moret
|
1.
|
any bonus or other incentive-based or equity-based compensation received by you from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission of the financial document embodying such financial reporting requirement; and
|
2.
|
any profits realized by you from the sale of securities of the Company during that 12-month period.
|
|
|
Very truly yours,
|
|
|
|
|
|
ROCKWELL AUTOMATION, INC.
|
|
|
|
By:
|
|
/s/ D
OUGLAS
M. H
AGERMAN
|
|
|
Douglas M. Hagerman
|
|
|
Senior Vice President, General Counsel & Secretary
|
Acknowledged and Agreed:
|
|
/s/ B
LAKE
D. M
ORET
|
Blake D. Moret
|
/s/ B
LAKE
D. M
ORET
|
Blake D. Moret
President and Chief
Executive Officer
|
/
S
/ T
HEODORE
D. C
RANDALL
|
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
|
/s/ B
LAKE
D. M
ORET
|
Blake D. Moret
President and Chief Executive Officer |
/
S
/ T
HEODORE
D. C
RANDALL
|
Theodore D. Crandall
Senior Vice President and
Chief Financial Officer
|