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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended December 31, 2022
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from _______ to _______
Commission file number 1-12383
_________________________________________
Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________
| | | | | | | | | | | |
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) |
+1 (414) 382-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock ($1.00 par value) | | ROK | | New York Stock Exchange |
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☑ | | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ | |
| | | | Emerging growth company | ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
114,782,447 shares of registrant’s Common Stock were outstanding on December 31, 2022.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | |
| December 31, 2022 | | September 30, 2022 |
ASSETS |
Current assets | | | |
Cash and cash equivalents | $ | 460.0 | | | $ | 490.7 | |
| | | |
Receivables | 1,839.4 | | | 1,736.7 | |
Inventories | 1,270.5 | | | 1,054.2 | |
Other current assets | 289.6 | | | 329.1 | |
Total current assets | 3,859.5 | | | 3,610.7 | |
Property, net of accumulated depreciation of $1,743.3 and $1,702.3, respectively | 623.4 | | | 586.5 | |
Operating lease right-of-use assets | 319.5 | | | 321.0 | |
Goodwill | 3,640.6 | | | 3,524.0 | |
Other intangible assets, net | 918.1 | | | 902.0 | |
Deferred income taxes | 341.1 | | | 384.3 | |
Long-term investments | 1,057.6 | | | 1,056.0 | |
Other assets | 390.0 | | | 374.2 | |
Total | $ | 11,149.8 | | | $ | 10,758.7 | |
LIABILITIES AND SHAREOWNERS’ EQUITY |
Current liabilities | | | |
Short-term debt | $ | 548.2 | | | $ | 359.3 | |
Current portion of long-term debt | 608.5 | | | 609.1 | |
| | | |
Accounts payable | 1,034.5 | | | 1,028.0 | |
Compensation and benefits | 260.8 | | | 292.7 | |
Contract liabilities | 541.8 | | | 507.0 | |
Customer returns, rebates and incentives | 345.0 | | | 373.1 | |
Other current liabilities | 407.9 | | | 403.0 | |
Total current liabilities | 3,746.7 | | | 3,572.2 | |
Long-term debt | 2,866.9 | | | 2,867.8 | |
Retirement benefits | 474.1 | | | 471.2 | |
Operating lease liabilities | 260.3 | | | 263.5 | |
Other liabilities | 601.2 | | | 567.3 | |
Commitments and contingent liabilities (Note 13) | | | |
Shareowners’ equity | | | |
Common stock ($1.00 par value, shares issued: 181.4) | 181.4 | | | 181.4 | |
Additional paid-in capital | 2,015.7 | | | 2,007.1 | |
Retained earnings | 8,659.9 | | | 8,411.8 | |
Accumulated other comprehensive loss | (853.2) | | | (917.5) | |
Common stock in treasury, at cost (shares held: 66.6 and 66.2, respectively) | (7,089.0) | | | (6,957.2) | |
Shareowners’ equity attributable to Rockwell Automation, Inc. | 2,914.8 | | | 2,725.6 | |
Noncontrolling interests | 285.8 | | | 291.1 | |
Total shareowners’ equity | 3,200.6 | | | 3,016.7 | |
Total | $ | 11,149.8 | | | $ | 10,758.7 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, |
| | | | | 2022 | | 2021 |
Sales | | | | | | | |
Products and solutions | | | | | $ | 1,789.7 | | | $ | 1,673.3 | |
Services | | | | | 191.3 | | | 184.0 | |
| | | | | 1,981.0 | | | 1,857.3 | |
Cost of sales | | | | | | | |
Products and solutions | | | | | (1,044.7) | | | (990.3) | |
Services | | | | | (122.7) | | | (117.9) | |
| | | | | (1,167.4) | | | (1,108.2) | |
Gross profit | | | | | 813.6 | | | 749.1 | |
Selling, general and administrative expenses | | | | | (469.5) | | | (447.5) | |
Change in fair value of investments | | | | | 140.6 | | | 7.6 | |
Other income (Note 11) | | | | | 17.3 | | | 2.9 | |
Interest expense | | | | | (34.1) | | | (29.6) | |
Income before income taxes | | | | | 467.9 | | | 282.5 | |
Income tax provision (Note 14) | | | | | (89.2) | | | (43.6) | |
| | | | | | | |
| | | | | | | |
Net income | | | | | 378.7 | | | 238.9 | |
Net loss attributable to noncontrolling interests | | | | | (5.3) | | | (2.6) | |
Net income attributable to Rockwell Automation, Inc. | | | | | $ | 384.0 | | | $ | 241.5 | |
Earnings per share: | | | | | | | |
| | | | | | | |
| | | | | | | |
Basic | | | | | $ | 3.33 | | | $ | 2.08 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted | | | | | $ | 3.31 | | | $ | 2.05 | |
| | | | | | | |
Weighted average outstanding shares: | | | | | | | |
Basic | | | | | 114.8 | | | 116.0 | |
Diluted | | | | | 115.5 | | | 117.3 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in millions)
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, |
| | | | | 2022 | | 2021 |
Net income | | | | | $ | 378.7 | | | $ | 238.9 | |
Other comprehensive (loss) income | | | | | | | |
Pension and other postretirement benefit plan adjustments (net of tax benefit (expense) of $0.4 and ($5.4)) | | | | | (0.4) | | | 16.9 | |
Currency translation adjustments | | | | | 85.8 | | | (19.5) | |
Net change in cash flow hedges (net of tax benefit (expense) of $8.9 and ($2.6)) | | | | | (21.1) | | | 7.5 | |
| | | | | | | |
Other comprehensive income | | | | | 64.3 | | | 4.9 | |
Comprehensive income | | | | | 443.0 | | | 243.8 | |
Comprehensive loss attributable to noncontrolling interests | | | | | (5.3) | | | (2.6) | |
Comprehensive income attributable to Rockwell Automation, Inc. | | | | | $ | 448.3 | | | $ | 246.4 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
| | | | | | | | | | | |
| Three Months Ended December 31, |
| 2022 | | 2021 |
| | | |
Operating activities: | | | |
Net income | $ | 378.7 | | | $ | 238.9 | |
Adjustments to arrive at cash provided by (used for) operating activities | | | |
Depreciation | 29.0 | | | 31.4 | |
Amortization of intangible assets | 28.8 | | | 27.5 | |
Change in fair value of investments | (140.6) | | | (7.6) | |
Share-based compensation expense | 18.4 | | | 15.5 | |
Retirement benefit (income) expense | (1.7) | | | 16.2 | |
Pension contributions | (7.0) | | | (7.5) | |
Net loss on disposition of property | 0.9 | | | 0.4 | |
| | | |
| | | |
Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments | | | |
Receivables | (32.6) | | | (77.7) | |
Inventories | (175.3) | | | (78.3) | |
Accounts payable | (29.8) | | | (29.7) | |
Contract liabilities | 52.7 | | | 27.1 | |
Compensation and benefits | (40.2) | | | (135.3) | |
Income taxes | 73.1 | | | (37.6) | |
Other assets and liabilities | (88.1) | | | 4.7 | |
Cash provided by (used for) operating activities | 66.3 | | | (12.0) | |
Investing activities: | | | |
Capital expenditures | (24.2) | | | (37.1) | |
Acquisition of businesses, net of cash acquired | (133.8) | | | (10.5) | |
Purchases of investments | — | | | (1.5) | |
Proceeds from sale of investments | 144.8 | | | — | |
| | | |
| | | |
Other investing activities | (5.1) | | | 0.4 | |
Cash used for investing activities | (18.3) | | | (48.7) | |
Financing activities: | | | |
Net issuance of short-term debt | 206.9 | | | 99.0 | |
| | | |
Repayment of short-term debt | (18.8) | | | — | |
| | | |
Cash dividends | (135.9) | | | (130.1) | |
Purchases of treasury stock | (156.8) | | | (49.8) | |
Proceeds from the exercise of stock options | 13.4 | | | 31.8 | |
Other financing activities | (14.1) | | | (2.9) | |
Cash used for financing activities | (105.3) | | | (52.0) | |
Effect of exchange rate changes on cash | 18.0 | | | (9.5) | |
Decrease in cash, cash equivalents, and restricted cash | (39.3) | | | (122.2) | |
Cash, cash equivalents, and restricted cash at beginning of period | 507.9 | | | 679.4 | |
Cash, cash equivalents, and restricted cash at end of period | $ | 468.6 | | | $ | 557.2 | |
Components of cash, cash equivalents, and restricted cash | | | |
Cash and cash equivalents | $ | 460.0 | | | $ | 540.0 | |
Restricted cash, current (Other current assets) | 8.6 | | | 8.6 | |
Restricted cash, noncurrent (Other assets) | — | | | 8.6 | |
Total cash, cash equivalents, and restricted cash | $ | 468.6 | | | $ | 557.2 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Common stock in treasury, at cost | | Total attributable to Rockwell Automation, Inc. | | Noncontrolling interests | | Total shareowners' equity |
Balance at September 30, 2022 | | $ | 181.4 | | | $ | 2,007.1 | | | $ | 8,411.8 | | | $ | (917.5) | | | $ | (6,957.2) | | | $ | 2,725.6 | | | $ | 291.1 | | | $ | 3,016.7 | |
Net income (loss) | | — | | | — | | | 384.0 | | | — | | | — | | | 384.0 | | | (5.3) | | | 378.7 | |
Other comprehensive income | | — | | | — | | | — | | | 64.3 | | | — | | | 64.3 | | | — | | | 64.3 | |
Common stock issued (including share-based compensation impact) | | — | | | 8.6 | | | — | | | — | | | 24.2 | | | 32.8 | | | — | | | 32.8 | |
Share repurchases | | — | | | — | | | — | | | — | | | (156.0) | | | (156.0) | | | — | | | (156.0) | |
Cash dividends declared (1) | | — | | | — | | | (135.9) | | | — | | | — | | | (135.9) | | | — | | | (135.9) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at December 31, 2022 | | $ | 181.4 | | | $ | 2,015.7 | | | $ | 8,659.9 | | | $ | (853.2) | | | $ | (7,089.0) | | | $ | 2,914.8 | | | $ | 285.8 | | | $ | 3,200.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common stock | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Common stock in treasury, at cost | | Total attributable to Rockwell Automation, Inc. | | Noncontrolling interests | | Total shareowners' equity |
Balance at September 30, 2021 | | $ | 181.4 | | | $ | 1,933.6 | | | $ | 8,000.4 | | | $ | (1,017.1) | | | $ | (6,708.7) | | | $ | 2,389.6 | | | $ | 304.5 | | | $ | 2,694.1 | |
Net income (loss) | | — | | | — | | | 241.5 | | | — | | | — | | | 241.5 | | | (2.6) | | | 238.9 | |
Other comprehensive income | | — | | | — | | | — | | | 4.9 | | | — | | | 4.9 | | | — | | | 4.9 | |
Common stock issued (including share-based compensation impact) | | — | | | 19.4 | | | — | | | — | | | 29.1 | | | 48.5 | | | — | | | 48.5 | |
Share repurchases | | — | | | — | | | — | | | — | | | (49.4) | | | (49.4) | | | — | | | (49.4) | |
Cash dividends declared (1) | | — | | | — | | | (130.2) | | | — | | | — | | | (130.2) | | | — | | | (130.2) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance at December 31, 2021 | | $ | 181.4 | | | $ | 1,953.0 | | | $ | 8,111.7 | | | $ | (1,012.2) | | | $ | (6,729.0) | | | $ | 2,504.9 | | | $ | 301.9 | | | $ | 2,806.8 | |
(1) Cash dividends were $1.18 per share and $1.12 per share in the three months ended December 31, 2022 and 2021, respectively.
See Notes to Consolidated Financial Statements.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Accounting Policies
In the opinion of management of Rockwell Automation, Inc. ("Rockwell Automation" or "the Company"), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The results of operations for the three months ended December 31, 2022, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.
Receivables
We record an allowance for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are recorded net of an allowance for doubtful accounts of $15.7 million at December 31, 2022, and $13.1 million at September 30, 2022. In addition, receivables are recorded net of an allowance for certain customer returns, rebates, and incentives of $16.3 million at December 31, 2022, and $13.9 million at September 30, 2022. The changes to our allowance for doubtful accounts during the three months ended December 31, 2022 and 2021, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.
Earnings Per Share
The following table reconciles basic and Diluted earnings per share (EPS) amounts (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, |
| | | | | 2022 | | 2021 |
Net income attributable to Rockwell Automation, Inc. | | | | | $ | 384.0 | | | $ | 241.5 | |
Less: Allocation to participating securities | | | | | (1.5) | | | (0.7) | |
Net income available to common shareowners | | | | | $ | 382.5 | | | $ | 240.8 | |
Basic weighted average outstanding shares | | | | | 114.8 | | | 116.0 | |
Effect of dilutive securities | | | | | | | |
Stock options | | | | | 0.6 | | | 1.1 | |
Performance shares | | | | | 0.1 | | | 0.2 | |
Diluted weighted average outstanding shares | | | | | 115.5 | | | 117.3 | |
Earnings per share: | | | | | | | |
| | | | | | | |
| | | | | | | |
Basic | | | | | $ | 3.33 | | | $ | 2.08 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted | | | | | $ | 3.31 | | | $ | 2.05 | |
For the three months ended December 31, 2022 and 2021, there were 0.6 million and 0.3 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.
Non-Cash Investing and Financing Activities
Capital expenditures of $32.9 million and $27.3 million were accrued within Accounts payable and Other current liabilities at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, respectively, there were $0.8 million and $1.4 million of outstanding common stock share repurchases recorded in Accounts payable that did not settle until the next quarter. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Recently Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (FASB) issued a new standard that requires companies to apply Accounting Standards Codification (ASC) 606 to recognize and measure contract assets and contract liabilities in a business combination. We retroactively adopted the new standard as of October 1, 2021. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
In September 2022, the FASB issued a new standard, which requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. We are currently assessing the impact of this standard on our financial statement disclosures.
We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.
2. Revenue Recognition
Nature of Products and Services
Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.
Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.
Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices and Software & Control segments is predominantly comprised of product sales, which are recognized at a point in time. The Software & Control segment also contains revenue from software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 15 for more information.
Unfulfilled Performance Obligations
As of December 31, 2022, we expect to recognize approximately $1,260 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $625 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.
We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of December 31, 2022.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Disaggregation of Revenue
The following table presents our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, 2022 |
| | | | | | | | | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
North America | | | | | | | | | $ | 567.4 | | | $ | 384.1 | | | $ | 227.4 | | | $ | 1,178.9 | |
Europe, Middle East and Africa | | | | | | | | | 171.2 | | | 85.8 | | | 115.8 | | | 372.8 | |
Asia Pacific | | | | | | | | | 131.3 | | | 68.4 | | | 96.8 | | | 296.5 | |
Latin America | | | | | | | | | 66.3 | | | 35.0 | | | 31.5 | | | 132.8 | |
Total Company Sales | | | | | | | | | $ | 936.2 | | | $ | 573.3 | | | $ | 471.5 | | | $ | 1,981.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, 2021 |
| | | | | | | | | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
North America | | | | | | | | | $ | 558.9 | | | $ | 324.1 | | | $ | 217.7 | | | $ | 1,100.7 | |
Europe, Middle East and Africa | | | | | | | | | 157.8 | | | 88.4 | | | 108.5 | | | 354.7 | |
Asia Pacific | | | | | | | | | 123.3 | | | 73.7 | | | 81.9 | | | 278.9 | |
Latin America | | | | | | | | | 60.3 | | | 27.7 | | | 35.0 | | | 123.0 | |
Total Company Sales | | | | | | | | | $ | 900.3 | | | $ | 513.9 | | | $ | 443.1 | | | $ | 1,857.3 | |
Contract Liabilities
Contract liabilities primarily relate to consideration received in advance of performance under the contract.
Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
Balance as of beginning of year | $ | 541.3 | | | $ | 462.5 | |
Balance as of end of period | 602.4 | | | 487.3 | |
The most significant changes in our Contract liabilities balance during the three months ended December 31, 2022, were due to amounts billed, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period and revenue recognized on amounts billed during the period. The most significant changes in our Contract liabilities balance during the three months ended December 31, 2021, were due to amounts billed, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period.
In the three months ended December 31, 2022, we recognized revenue of approximately $200.9 million that was included in the Contract liabilities balance at September 30, 2022. In the three months ended December 31, 2021, we recognized revenue of approximately $141.6 million that was included in the Contract liabilities balance at September 30, 2021. We did not have a material amount of revenue recognized in the three months ended December 31, 2022 and 2021, from performance obligations satisfied or partially satisfied in previous periods.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
3. Share-Based Compensation
We recognized $18.4 million and $15.5 million of pre-tax share-based compensation expense during the three months ended December 31, 2022 and 2021, respectively. Our annual grant of share-based compensation takes place during the first quarter of each year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| 2022 | | 2021 |
| Grants | | Wtd. Avg. Share Fair Value | | Grants | | Wtd. Avg. Share Fair Value |
Stock options | 233 | | | $ | 77.62 | | | 164 | | | $ | 87.68 | |
Performance shares | 66 | | | 340.77 | | | 37 | | | 481.28 | |
Restricted stock and restricted stock units | 211 | | | 259.67 | | | 139 | | | 348.32 | |
Unrestricted stock | 6 | | | 259.81 | | | 3 | | | 350.76 | |
4. Inventories
Inventories consist of (in millions):
| | | | | | | | | | | |
| December 31, 2022 | | September 30, 2022 |
Finished goods | $ | 385.5 | | | $ | 325.0 | |
Work in process | 372.7 | | | 317.3 | |
Raw materials | 512.3 | | | 411.9 | |
Inventories | $ | 1,270.5 | | | $ | 1,054.2 | |
5. Acquisitions
2023 Acquisition
In October 2022, we acquired CUBIC, a company that specializes in modular systems for the construction of electrical panels, headquartered in Bronderslev, Denmark. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of October 31, 2022. The preliminary aggregate purchase price allocation is as follows (in millions):
| | | | | | | | |
| | Purchase Price Allocation |
| | |
Receivables | | $ | 21.3 | |
Inventories | | 17.7 | |
Property | | 27.0 | |
Goodwill | | 64.5 | |
Other intangible assets | | 36.4 | |
All other assets | | 1.5 | |
Total assets acquired | | 168.4 | |
Less: Total liabilities assumed | | (34.6) | |
| | |
| | |
Net assets acquired, excluding cash | | $ | 133.8 | |
| | |
| | Purchase Consideration |
Total purchase consideration, net of cash acquired | | $ | 133.8 | |
We assigned the full amount of goodwill and all other net assets acquired related to this acquisition to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. We do not expect the goodwill to be deductible for tax purposes.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The allocation of the purchase price to identifiable assets above is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined.
2022 Acquisitions
In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.
In March 2022, we, through our Sensia affiliate, acquired Swinton Technology, a provider of metering supervisory systems and measurement expertise in the Oil & Gas industry. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.
Pro forma consolidated sales for the three months ended December 31, 2022 and 2021, were $2.0 billion and $1.9 billion, respectively, and the impact on earnings was not material. The preceding pro forma consolidated financial results of operations are as if the preceding 2023 and 2022 acquisitions occurred on October 1, 2021. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time.
Total sales and acquisition-related costs from all of the above 2023 and 2022 acquisitions in the three months ended December 31, 2022 and 2021, were not material.
6. Goodwill and Other Intangible Assets
Changes in the carrying amount of Goodwill for the three months ended December 31, 2022, were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
Balance as of September 30, 2022 | $ | 503.0 | | | $ | 2,398.7 | | | $ | 622.3 | | | $ | 3,524.0 | |
Acquisition of business | 64.5 | | | — | | | — | | | 64.5 | |
Translation | 19.1 | | | 22.4 | | | 10.6 | | | 52.1 | |
Balance as of December 31, 2022 | $ | 586.6 | | | $ | 2,421.1 | | | $ | 632.9 | | | $ | 3,640.6 | |
We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment during the second quarter of each year, or more frequently, if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We assessed the changes in events and circumstances during the first quarter of 2023 and concluded that no triggering events, which would require interim quantitative testing, occurred.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Other intangible assets consist of (in millions): | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Carrying Amount | | Accumulated Amortization | | Net |
Amortized intangible assets | | | | | |
Software products | $ | 98.6 | | | $ | 60.2 | | | $ | 38.4 | |
Customer relationships | 598.8 | | | 115.9 | | | 482.9 | |
Technology | 422.8 | | | 133.2 | | | 289.6 | |
Trademarks | 84.7 | | | 22.0 | | | 62.7 | |
Other | 7.6 | | | 6.8 | | | 0.8 | |
Total amortized intangible assets | 1,212.5 | | | 338.1 | | | 874.4 | |
Allen-Bradley® trademark not subject to amortization | 43.7 | | | — | | | 43.7 | |
Other intangible assets | $ | 1,256.2 | | | $ | 338.1 | | | $ | 918.1 | |
| | | | | | | | | | | | | | | | | |
| September 30, 2022 |
| Carrying Amount | | Accumulated Amortization | | Net |
Amortized intangible assets | | | | | |
Software products | $ | 97.6 | | | $ | 57.9 | | | $ | 39.7 | |
Customer relationships | 582.7 | | | 107.2 | | | 475.5 | |
Technology | 410.8 | | | 119.3 | | | 291.5 | |
Trademarks | 70.4 | | | 19.4 | | | 51.0 | |
Other | 6.4 | | | 5.8 | | | 0.6 | |
Total amortized intangible assets | 1,167.9 | | | 309.6 | | | 858.3 | |
Allen-Bradley® trademark not subject to amortization | 43.7 | | | — | | | 43.7 | |
Other intangible assets | $ | 1,211.6 | | | $ | 309.6 | | | $ | 902.0 | |
Estimated total amortization expense for all amortized intangible assets is $112.9 million in 2023, $110.1 million in 2024, $106.8 million in 2025, $105.7 million in 2026, and $98.8 million in 2027.
7. Short-Term and Long-Term Debt
Our Short-term debt as of December 31, 2022, and September 30, 2022, includes commercial paper borrowings of $462.0 million and $317.0 million, respectively, with weighted average interest rates of 4.40 percent and 3.03 percent, respectively, and weighted average maturity periods of 22 days at both December 31, 2022, and September 30, 2022. During the quarter ended December 31, 2022, Sensia entered into an unsecured $75.0 million line of credit and borrowed $50.0 million, with an interest rate of 5.35 percent, which is also included in Short-term debt. Also included in Short-term debt as of December 31, 2022, and September 30, 2022, is $23.5 million and $42.3 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia due December 29, 2023.
The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | September 30, 2022 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Current portion of long-term debt | | $ | 608.5 | | | $ | 592.6 | | | $ | 609.1 | | | $ | 589.1 | |
Long-term debt | | 2,866.9 | | | 2,503.6 | | | 2,867.8 | | | 2,485.4 | |
We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 9 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Other Current Liabilities
Other current liabilities consist of (in millions): | | | | | | | | | | | |
| December 31, 2022 | | September 30, 2022 |
Unrealized losses on foreign exchange contracts | $ | 16.1 | | | $ | 31.2 | |
Product warranty obligations | 15.9 | | | 16.5 | |
Taxes other than income taxes | 44.6 | | | 65.6 | |
Accrued interest | 38.2 | | | 18.1 | |
| | | |
Income taxes payable | 111.8 | | | 81.1 | |
Operating lease liabilities | 87.2 | | | 83.3 | |
Other | 94.1 | | | 107.2 | |
Other current liabilities | $ | 407.9 | | | $ | 403.0 | |
9. Investments
Our investments consist of (in millions):
| | | | | | | | | | | | | | |
| | December 31, 2022 | | September 30, 2022 |
Fixed income securities | | $ | 12.4 | | | $ | 12.6 | |
Equity securities (level 1) | | 925.0 | | | 928.8 | |
Equity securities (other) | | 76.4 | | | 76.4 | |
Other | | 56.2 | | | 50.8 | |
Total investments | | 1,070.0 | | | 1,068.6 | |
Less: Short-term investments (1) | | (12.4) | | | (12.6) | |
Long-term investments | | $ | 1,057.6 | | | $ | 1,056.0 | |
(1) Short-term investments are included in Other current assets in the Consolidated Balance Sheet.
Equity Securities
Equity securities (level 1) consist of 7,705,717 and 8,879,717 shares of PTC Inc. ("PTC") common stock (the "PTC Shares") at December 31, 2022, and September 30, 2022, respectively. The PTC Shares are classified as level 1 in the fair value hierarchy, as described below, and are recognized at fair value in the Consolidated Balance Sheet using the most recent closing price of PTC common stock quoted on Nasdaq.
Equity securities (other) consist of various securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at December 31, 2022, and September 30, 2022, include cumulative upward adjustments from observed price changes of $17.2 million.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
We record gains and losses on investments within the Change in fair value of investments line in the Consolidated Statement of Operations. The gains and losses on investments we recorded for the following periods were (in millions):
| | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
| 2022 | | 2021 | | | | |
Net gain on equity securities (level 1) | $ | 141.0 | | | $ | 14.4 | | | | | |
| | | | | | | |
Equity method loss on Other investments | (0.4) | | | (6.8) | | | | | |
Change in fair value of investments | 140.6 | | | 7.6 | | | | | |
| | | | | | | |
| | | | | | | |
Total net unrealized gain on equity securities | $ | 107.1 | | | $ | 14.4 | | | | | |
U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:
| | | | | | | | |
Level 1: | | Quoted prices in active markets for identical assets or liabilities. |
| | | | | | | | |
Level 2: | | Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. |
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Level 3: | | Unobservable inputs for the asset or liability. |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers between levels of fair value measurements during the period presented.
10. Retirement Benefits
The components of net periodic pension and postretirement benefit (credit) cost were (in millions):
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| | | | Pension Benefits |
| | | Three Months Ended December 31, |
| | | | | 2022 | | 2021 |
Service cost | | | | | $ | 10.6 | | | $ | 20.4 | |
Interest cost | | | | | 39.2 | | | 32.4 | |
Expected return on plan assets | | | | | (51.3) | | | (59.4) | |
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Amortization of net actuarial (gain) loss | | | | | (1.0) | | | 22.3 | |
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Net periodic pension benefit (credit) cost | | | | | $ | (2.5) | | | $ | 15.7 | |
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| | | | Other Postretirement Benefits |
| | | Three Months Ended December 31, |
| | | | | 2022 | | 2021 |
Service cost | | | | | $ | 0.1 | | | $ | 0.2 | |
Interest cost | | | | | 0.6 | | | 0.3 | |
Amortization of prior service credit | | | | | — | | | (0.2) | |
Amortization of net actuarial loss | | | | | 0.1 | | | 0.2 | |
Net periodic postretirement benefit cost | | | | | $ | 0.8 | | | $ | 0.5 | |
The service cost component is included in Cost of sales and Selling, general and administrative expenses in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
11. Other Income
The components of Other income were (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended December 31, |
| | | | | | 2022 | | 2021 |
Interest income | | | | | | $ | 1.3 | | | $ | 0.5 | |
Royalty income | | | | | | 2.5 | | | 2.7 | |
Legacy product liability and environmental charges | | | | | | (2.8) | | | (3.2) | |
Non-operating pension and postretirement benefit credit | | | | | | 12.4 | | | 4.4 | |
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Other | | | | | | 3.9 | | | (1.5) | |
Other income | | | | | | $ | 17.3 | | | $ | 2.9 | |
12. Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):
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Three Months Ended December 31, 2022 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized losses on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
Balance as of September 30, 2022 | $ | (447.8) | | | $ | (465.0) | | | $ | (4.7) | | | | | $ | (917.5) | |
Other comprehensive income (loss) before reclassifications | — | | | 85.9 | | | (12.0) | | | | | 73.9 | |
Amounts reclassified from accumulated other comprehensive loss | (0.5) | | | — | | | (9.1) | | | | | (9.6) | |
Other comprehensive (loss) income | (0.5) | | | 85.9 | | | (21.1) | | | | | 64.3 | |
Balance as of December 31, 2022 | $ | (448.3) | | | $ | (379.1) | | | $ | (25.8) | | | | | $ | (853.2) | |
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Three Months Ended December 31, 2021 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized (losses) gains on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
Balance as of September 30, 2021 | $ | (694.1) | | | $ | (280.1) | | | $ | (42.9) | | | | | $ | (1,017.1) | |
Other comprehensive (loss) income before reclassifications | — | | | (19.5) | | | 6.0 | | | | | (13.5) | |
Amounts reclassified from accumulated other comprehensive loss | 16.9 | | | — | | | 1.5 | | | | | 18.4 | |
Other comprehensive income (loss) | 16.9 | | | (19.5) | | | 7.5 | | | | | 4.9 | |
Balance as of December 31, 2021 | $ | (677.2) | | | $ | (299.6) | | | $ | (35.4) | | | | | $ | (1,012.2) | |
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The reclassifications out of Accumulated other comprehensive loss in the Consolidated Statement of Operations were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, | | Affected Line in the Consolidated Statement of Operations |
| | | | | 2022 | | 2021 | |
Pension and other postretirement benefit plan adjustments (1) |
Amortization of prior service credit | | | | | $ | — | | | $ | (0.2) | | | Other income |
Amortization of net actuarial (gain) loss | | | | | (0.9) | | | 22.5 | | | Other income |
| | | | | | | | | |
| | | | | (0.9) | | | 22.3 | | | Income before income taxes |
| | | | | 0.4 | | | (5.4) | | | Income tax provision |
| | | | | $ | (0.5) | | | $ | 16.9 | | | Net income attributable to Rockwell Automation, Inc. |
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Net unrealized (gains) losses on cash flow hedges |
Forward exchange contracts | | | | | $ | (1.0) | | | $ | 0.2 | | | Sales |
Forward exchange contracts | | | | | (12.9) | | | 0.6 | | | Cost of sales |
Forward exchange contracts | | | | | 0.3 | | | 0.1 | | | Selling, general and administrative expenses |
Treasury locks related to 2019 and 2021 debt issuances | | | | | 0.9 | | | 0.9 | | | Interest expense |
| | | | | (12.7) | | | 1.8 | | | Income before income taxes |
| | | | | 3.6 | | | (0.3) | | | Income tax provision |
| | | | | $ | (9.1) | | | $ | 1.5 | | | Net income attributable to Rockwell Automation, Inc. |
Total reclassifications | | | | | $ | (9.6) | | | $ | 18.4 | | | Net income attributable to Rockwell Automation, Inc. |
(1) These components are included in the computation of net periodic benefit (credit) cost. See Note 10 for further information.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
13. Commitments and Contingent Liabilities
Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, 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 effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, and intellectual property.
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, including products from divested businesses for which we have agreed to defend and indemnify claims. Currently there are lawsuits that name us as defendants, together with hundreds of other companies. 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 medical condition caused by our products. We defend those cases vigorously. Historically, we have been dismissed from the vast majority of these claims with no payment to claimants.
Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these asbestos claims for many years into the future. The uncertainties of asbestos claim litigation 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 effect on our business, financial condition, or results of operations.
We have, from time to time, divested certain of our businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible to satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.
In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale and at times in other contracts with third parties. As of December 31, 2022, we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
14. Income Taxes
At the end of each interim period, we estimate a base effective tax rate that we expect for the full year based on our most recent forecast of pre-tax 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 items and items that are reported net of their related tax effects in the period in which they occur.
The effective tax rate was