Rockwell Automation, Inc. (ROK) Q2 2008 Earnings Report, Transcript and Summary

Thank you for holding and welcome to Rockwell Automation's Quarterly Conference Call. I need to remind everybody that today's conference call is being recorded. Later in this call, we will open up the lines for questions. [Operator Instructions]. At this time, I will like to turn the call over to Rondi Rohr-Dralle. Ms. Rohr-Dralle. Please go ahead.

Thank you operator. Good morning and thank you all for joining us Rockwell Automation's second quarter 2008 earnings release Conference Call. Our results were released earlier this morning and have been posted to our website at. A webcast of the audio portion of this call and all the charts that we referenced during the call are available at that website. These will remain there for the next 30 days. With me today are Keith Nosbusch, our Chairman and CEO, and Ted Crandall, our CFO. Our agenda includes opening remarks by Keith, followed by Ted's review of the quarter. We will as always leave time at the end call to take your questions and ask that you self limit to two questions to allow broader participation. We expect the call today to take about one hour, as is always the case on these calls. I need to remind you that our comments will include statements related to the expected future results of our company and are, therefore, are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Our actual result may differ materially from our forecasted projections due to a wide range of risks and uncertainties that are described in our earnings release and detailed in all of our SEC filings. With that I'll turn the call over the Keith.

Thanks Rondi, and good morning to everyone who dialed into this morning's call. Let me start by commenting on our results this quarter, the first half and then follow up with some additional comments. We delivered solid top-line growth. Revenue grew 17% to $1.4 billion. Growth was particularly strong in the U.S, Asia and Latin America, offsetting slower than expected organic growth in Europe. EPS also grew 17%, despite lower operating margin this quarter, due to revenue mix and currency impact. Through the first six months, our performance was generally in line with our expectations. We achieved 16.4% revenue growth and 26% EPS growth from continuing operations. However, we are seeing a different mix between our product and solutions businesses and regional performance than we initially anticipated. This further demonstrates the benefits from the diversity of our portfolio. I am pleased with the efforts of our management team and employees in delivering these results. But make no mistake, while the outlook for the second half remains strong, it will require great execution. We understand that we have a lot of work to do. Before turning over to Ted, to take us through the financials in more detail. I would like to spend a few minutes and provide more color on the quarter and the balance of the year. We continue to benefit from investments in technology leadership, expanded served markets and a stronger global presence. They are creating opportunities for growth resulting in the ongoing diversification of our revenue base. You will see this as I run through a regional update, talk about some of our end markets, highlight key initiatives and make a few summary comments about the balance of the year. With respect to regions; Asia had very strong organic revenue growth up 13%, emerging Asia with China and India contributing 31% and 18% growth, respectively. Infrastructure spending remains robust benefiting our solutions business. We have a strong logics frontlog and project backlog as we enter the second half of the year. Quarter two was the strongest quarter in China since 2006. For Latin America, organic sales were up 12%. Although below recent growth rates resource based industries remains strong. We have a strong pipeline in most countries and I am confident about our growth in the second half due to commodity and oil prices as well as infrastructure investment. Europe had organic growth of 2% in the quarter. Acquisitions added another 10%. While we are not our satisfied with our organic growth, this result came against a very difficult comparison of a year ago. There was increase sequentially from Q1 to Q2 by 11%. And we had particular success with the OEMs in Germany. Despite this, we are taking action in those countries where we need to improve. I believe Europe will come in in the second half of the year at the low end of our guidance, approximately 10% organic growth. We are very pleased with U.S organic sales growth of 7%. Despite weak market sentiment, we are not seeing any unusual project cancellations or customer pullback on capital spending at this time. Distributor sentiment remains positive on balance and they are doing a great job supporting our customers. OEMs that export are doing well, our A&S frontlog increased about 10% in the quarter, solutions projects backlog in the quarter continue to increase and we are well positioned for the balance of the year. With respect to key verticals, clearly we had a higher growth in our resource based verticals than the consumer ones in quarter two. Capital spending is increasing in the oil and gas and the tyre industries, while holding steady in other verticals. The global auto market... the global automotive market is showing growth, despite continued slowness in Detroit. Oil and gas was our strongest performing vertical in the second quarter with around 18% growth. We expect that growth to continue, we grew at the company average in global automotive and life sciences. We are seeing lower, but consisting growth in food, beverage and home and personal care industry providing continued market diversification for us. Let me give you an update on two of our initiatives. Process; this continues to be a great growth engine for us. Quarter two was no exception. Core growth was up 21% and acquisitions added another 40% to the growth. The size of project wins continued to increase and during the quarter we had key wins across multiple industries including oil and gas, food, life sciences and home and personal care. We have a strong project funnel entering the second half. Logics; our logics growth rate in the quarter was 7%. Although, we are a much broader business today, compared to where we were when we started the external focus on logics growth. I am not satisfied with the 7% growth rate in logics. However, as we have often said, extrapolating any one quarter's result is not a good way to predict the future. And remember, the last quarter logics grew 15%. That said, we are taking aggressive measures to fuel more growth in every region, at every set of customers and throughout our channel. I fully expect to see improvement over the balance of the year. There is no doubt that logics is the key success driver for Rockwell Automation. However, through globalization and acquisitions, we continue to evolve in to much more of a technology driven solutions business and logics is just one component of a customer's solution. Speaking of acquisitions, I am very pleased with the current performance of our acquisitions. We are seeing more opportunities and higher potential, than we had plan for and we are successfully executing our integration plans. ICS Triplex had a great quarter. Their order rate is improving. We recently received a $10 million oil and gas order, reflecting the synergy potential of this acquisition. We also announced two new acquisitions in the last 45 days. They are consistent with our strategy of buying both on-site companies and extracting synergies by leveraging their capabilities through our global footprints. First is CEDES Automation, a European based company which fills an important gap in our machine safety component portfolio through its Light Curtain product line. And yesterday, we announced that we reached a definitive agreement to buy Incuity Software, a leading supplier of enterprise manufacturing intelligence. Incuity Software provides real time intelligence to increase our customers' productivity on the plant floor and provide unique insight into enterprise performance. Now let me shift gears and make some closing comments about the balance of the year. As we described in our press release, while we continue to acknowledge that there is significant uncertainty in economic environment, particularly in the U.S, we have not seen a fundamental change in the customer demand though our products, services or solutions. Customer capital spending and project activity remain firm at this time. We haven't noticed any unusual order cancellation, project delays or changes in coding activity. Our management team and our entire sales organization remain optimistic about the second half. We probably had the most comprehensive review ever of our sales prospects in all regions and we believe we are well positioned to drive growth. Our second half outlook anticipates continued strength in Asia and Latin America, steady demand in the United States, improved performance in Europe and better revenue mix, in particular, improve logic sales. We still expect to achieve 10% to 12% growth excluding currency for the full year, but with a somewhat different regional and segment mix than we anticipate at the beginning of the year. We continue to carefully monitor numerous economic indicators, and their potential impact on global customer demand. For now, however, assuming business conditions in the industrial sector remain relatively stable, we are reaffirming in our EPS guidance for 2008 of $4.25 to $4.45. The entire organization remains heads down, intensely focused on generating above market revenue growth, driving productivity and executing against [ph] our plans. We know what we have to do, we have been here before and I continue to be optimistic that Rockwell Automation will have a solid second half. Now let me turn it over to Ted, to give you more details on our performance. Ted.

Thanks Keith, and good morning. We've posted charts to our website. My comments will reference those charts. On chart one, Q2 result summary. Starting with the top of the slide, revenue in the quarter was $1.407 billion, an increase of 17% over last year. That includes 7% organic growth, 4% growth attributable to acquisitions and 6% due to effects of currency translation. As we move down the slide to earnings, taxes and EPS, in order to make year-over-year comparisons easier, as the footnote indicates, Q2 '07 numbers exclude the effect of special charges that we took last year related to various restructuring items. Segment and operating earnings were $240 million, an increase of 9% year-over-year. Purchase accounting expense increased by about $3.5 million due to acquisitions made last and this year, the largest being ICS Triplex. General corporate net was $16.6 million, up about $2.5 million from last year. In Q2 of last year, we had non-recurring items including significance interest income earned on the proceeds from last year's sale of Power Systems, a dividend from a minority investment in a previously divested business, both of those partially offset by environmental charges. For the balance of the fiscal year, we expect a run rate and general corporate net expense of about $20 million to $22 million per quarter. Interest expense was $17.5 million, up $1.2 million from last year. The second quarter effective tax rate was 28.5%, in the middle of the range of our 28% to 29% guidance for fiscal year '08. In Q2 of last year, the comparable tax rate was 27.9%. EPS was $0.96, up 17% compared to EPS from continuing operations, excluding special charges of $0.82 in Q2 of last year. Average diluted shares outstanding in the quarter were $148.7 million, and during the quarter we repurchased approximately $1.7 million shares at cost of $98.3 million and as of March 31st, still had $832 million available under our current $1 billion repurchase authorization. Moving to chart two; Q2 results were up for automation. As noted previously, growth in the quarter was 17% year-over-year. Excluding the effect of currency translation growth in the quarter was 11%. Sales increased 6% sequentially. Moving to the earnings side of the chart, you'll see the segment earnings increase of 9% year-over-year. Operating margin in the quarter was 17.1%, down a 120 basis points from the second quarter of last year. Key factors causing the decline included revenue mix, primarily higher rates of growth in our solutions businesses, also the year-over-year impact of acquisitions, increased spending to support globalization and growth and foreign currency impacts. Although not displayed on the chart, our trailing fourth quarter return on invested capital was 26%, up more than 3 points, versus the year-ago period and reaching our ROIC target for 2008. Chart three summarizes the quarter two results of the Architecture & Software segment. Sales in the quarter were up 11% year-over-year, 5% excluding the effects of currency translation. On a sequential basis, sales were up 4%, operating margin was 23.4%, down 70 basis point from the second quarter of last year. Volume leverage and productivity were more than offset by inflation and increased investment spending. This segment is the primary focus area for the technology and growth investments that we have previously discussed. Architecture & Software margins for the first half of the year are below our expectations for full year performance. We do expect higher Architecture & Software margins in the second half of the year and somewhat higher growth rates. I'll address this further in comments related to our full year guidance. As we have mentioned before, margins in both segments will vary similar quarter-to-quarter. Chart four covers our Control Products & Solutions segment. Sales in Q2 were up 21% year-over-year, that included 9% organic growth, 6% attributable to acquisitions and 6% due to the effects of currency translation. Sales were up 7% sequentially; this is another very good quarter for growth in this segment, with particularly strong growth in the solutions businesses. Operating margin declined by 1.1 points to 12.4%, volume leverage, productivity and price were more than offset by inflation. The mixed impact of higher solutions business growth, the year-over-year impact of acquisitions, which I mentioned contributed six points of growth in the quarter in this segment, and foreign currency impacts. The next chart, five, shows a geographic breakdown of our sales in the quarter. In the center column you will see overall growth rates by region and the far right column shows growth rates excluding the effects of currency translation. As Keith noted, we saw particularly strong growth in the U.S this quarter at 10%. Excluding currency and acquisitions, U.S organic growth was 7%. We've experienced better than expected performance in the U.S in the first half and expect this to continue with about the same 5% to 6% organic growth again the second half. Canada grew only 4% in the quarter and is being impacted by the strength of the Canadian dollar, versus the U.S. dollar. For the first half, Canada organic growth was about 4%. We are expecting about that same growth in the balance of the year. Latin American sales were up 12% year-over-year for the quarter, below their recent growth rates, that is organic growth. We think this is a timing issue, in part related to the timing of the Easter holiday in the quarter. For the first half, organic growth rate in the region was 20%. We expect organic growth rates in this region to be on the high teens for the second half of the year. In summary, very good performance across the Americas. In EMEA, sales were up 12% in a quarter, excluding currency impact. But excluding acquisitions, EMEA year-over-year organic growth was only 2%. And first half organic growth about 5%. Sequential growth for Q2 was 11%. And based on our target and sales strategies and an analysis of frontlogs, we expect improvement in EMEA organic growth rates, approaching 10% for the second half of the year. Asia Pacific sales were up 15%, excluding currency effects, 13% organic growth, continuing to demonstrate improved performance. For the remainder of the year, we expect growth rates to continue to improve and we expect to be solidly in the mid-teens organic growth for the second half. Again this quarter, we realized a very good balance in revenue, which is slightly less than 50% of sales coming from outside the U.S, and that's primarily because U.S growth was particularly strong in the quarter. Moving to chart six, free cash flow. Free cash flow for the quarter was $32 million and $110 million year-to-date. We are behind our targeted conversion through March. The shortfall primarily relates to increased working capital needs and higher tax payments for the first half of the year. The tax payments are a timing issue and we expect tax payments to be significantly lower in the second half. Regarding working capital, our primary issue there is higher than expected inventory levels. In January, we completed another important SAP release at our U.S distribution center. We are running with somewhat higher inventory levels in order to preserve customer service during these implementations and also due to the learning curve of our supply chain organization as it comes up to speed on a new system. Like last year, we expect cash flow conversion to be weighted to second half. We are still targeting to get back to our full year working capital targets, but we do see some added risk, and we are adjusting our free cash flow projection to be about 90% of net income for the full year. In the next two charts, I'll be addressing our guidance for the second half of fiscal '08, as well as for the full year. Chart seven summarizes our second half revenue guidance. Including the impact of acquisitions but excluding currency effects. We are expecting Architecture & Software to grow at a -- second half of the year, about 2 points higher than in the first half. On the same basis, we expect Control Products & Solutions to grow at a rate about 2 points lower than in the first half of the year. Growth from acquisitions will be 3 points less than the second half of the year, as ICS Triplex rolls into the base revenue in the fourth quarter in this segment. For total Rockwell, we expect second half growth, excluding currency, to be in the range of 10% to 12%. We expect the revenue contribution from currency in the second half to slow to 2% to 3%, which assumes that for the balance of the year, currency rates remain at levels approximating the average for the month of March. We expect second half revenue growth, including currency to be 12% to 14% for total Rockwell. I'll close my comments with chart eight, which summarizes our full year guidance for revenue, EPS and free cash flow. My comments about full-year guidance do not reflect the impact of the CEDES and Incuity acquisitions that we expect to close in Q3. So they are not included in the growth numbers and we expect these to be mildly dilutive due to the purchase accounting and integration costs. With the revenue growth assumptions on the previous page, we are expecting about 10% to 12% growth, excluding currency for the full year, which remains consistent with our original guidance range. As Keith noted, there will be a difference in how that falls out by segments and by region. For the full year, we expect currency to add about four points to the growth rate. We expect operating margins to improve in the second half of the year to about 19%. For the full year, we expect operating margins to be down from prior year and from our previous full-your guidance by about a point, due primarily to less favorable revenue mix and foreign exchange impact. We continue to expect the full year tax rate in the range of 28% to 29%, and we're reaffirming diluted EPS guidance of between $4.25 and $4.45 for fiscal 2008. With that, I'll turn it over to Rondi to begin the Q&A session.

Okay, operator we are ready to open the lines for questions. Question And Answer

[Operator Instructions]. Your first question is from the line of Bob Cornell of Lehman Brothers. Please proceed.

Hey, good morning everybody.

Good morning Bob.

Good quarter with lot of moving parts.

Yes, you are right. There were a lot of moving parts this quarter.

You've referenced the attractive frontlog in a couple of cases. And in the context of this extensive review you took you analyzed the business outlook. Maybe just take a minute in Q&A and expand on that point Keith, both the frontlog point you made a couple of places and the review of the business that gives you confidence in the second half.

Absolutely Bob. We have talked before about the process that we have gone through to get a feeling of what is happening currently in the markets, and we do a very aggressive evaluation each quarter and certainly in the last two weeks, we performed that with even greater granularity than ever before. We talked to a wider base of our North American channel organization. We targeted a lot of our key accounts in the verticals and evaluated what was going on with their capital spending plans and obviously, we looked at Europe. And we had the management team in here, the last week to evaluate country by country, where activity was and what the expectations were for the previous... what expectations are for the remainder of the year, and Asia growth, given the positive improvement that we've seen there, we wanted to make sure that the strength in the second half of the year was evidenced by a frontlog, which is a lone way of characterizing our disciplined selling process which really does become granular to the branch, to the office, to the accounts sales person level. And when we do that we get a pretty good picture of what's happening in the opportunity pipeline and we analyze those pipelines now against the previous quarter and the previous year to determine what are trends and in what direction is the momentum moving. And as we did that it was clear that our process frontlog was drawn in all regions and certainly that's being evidenced by some of the sides of the projects that we are now talking about and have talked about the last couple of quarters. And also with the performance of logics this last quarter, we wanted to evaluate what was happening in that initiative frontlog and there we saw improvement in a number of regions as to the outlook for the second half of the year and that's what has played into our overall guidance that we have talked about here on this call. So more rigorous, more discipline across our channel, system integrators, OEMs and basically in a couple of cases, we saw increases in frontlog and in no case did we see a decrease in the frontlog, the others were maintaining at a steady rate.

Yes, that's keen. I guess a final question from me. You didn't take credit for the improvement in China which looks like it was up pretty strongly and then as well as the softness in Europe, may be just touch quickly on those two geographies. China, how is that evolving. It looks like it's doing well and then may be more detail on why Europe was soft.

Okay, well let's start with China. Well, we... I guess may be we are a little modest there, but we continue to see improvement, it's what we've talked about now for the last year actually that we were getting the infrastructure, getting the competencies improve there because of the rapid growth we had before and what we are seeing is just an excellent job of execution by the management team. We have used people from other parts of the world to help bring up the learning curve of our very young, very, very new leadership team there, particularly in some of the branch and geographic sales locations through out the region, and we focus very hard there to put in to disciplined selling process and to really be able to once again understand what is occurring. And what we're seeing now is the continued build of the confidence of that team, but more importantly the positive execution on the strategies that we have put in place there. So, we are very optimistic about China, getting back to north of that 15%, I should say north of the 20% number that we need and really year-to-date, China's up 22% organic growth. So, we think we're back, we are back growing above market rate in China, and certainly feel very good about what that team's been able to do. Europe; Europe is interesting because you have to really take the pieces apart in Europe. Last quarter, we talked a little bit about that we saw some slowing in the U.K in particular and this quarter, I would say we had mixed results across the region. We had some very good performance in Germany, we think we are doing a good job with our initiative there with respect to OEMs and in particular, the export in OEMs into Asia and into Eastern Europe. It's tougher for those OEMs to export to the U.S today because of the currency exchange rate, which is why our U.S OEMs are doing better. But the OEM activity has been a positive. There has been a couple of regions that we just haven't gotten the growth. A couple of countries in the region that we haven't gotten the growth and that's where our focus is.

Whichones were those Keith?

Continued weakness in the U.K, France and a couple of the Scandinavian countries. We need to improve our execution, in particular logics was very week in Europe and we believe that that is also something that we can work. We have a very mature team in Europe, very different than Asia and I believe that we understand the dynamics in the market now and have actions in place to be able to generate improvement. We don't believe the economy is all the problem in Europe. A part of it is our execution and we are refocusing on the areas that need the attention and I have a lot of confidence in the management there to be able to improve the performance and as Ted outlined, we expect organic growth to get back close to our low end of the range in the second half of the year. So, we are expecting improvement, but I would say a couple more countries had a tough quarter, this quarter and that's what drove performance overall. We are seeing the growth with the acquisitions though. So that's a positive and we continue to see strength in some of our key verticals there in particular, life sciences.

Okay, thanks Keith. That's good. Great.

Your next question will from the line of John Baliotti of FTN Midwest Securities. Please proceed.

Hi, Good morning.

Good morning, John.

Keith, about a year ago, I think it was... you guys called out the fact that you weren't satisfied with the growth in Asia and that you were taking some steps. I think it was just the next quarter after that we saw an improvement in that geography and I am wondering, I know that some of your toughest competitors were in Europe, so the growth has been surprisingly strong, given that headwind, but I am... do you expect... or is it realistic to think that you could see a similar type of turnaround in EMEA, given what you are able to do in Asia?

Well, I don't see we'll see that the turnaround with respect to the percentages that we saw in Asia, the percentage growth. We have greater opportunities for higher growth in Asia than we do in Europe. And you are right; it's much more entrenched competition in Europe, and a much more matured market. Which is why we talk about our ability to grow above the market growth rate, because we believe we can grow share in Europe, and we should be able to grow share in Europe. It's just that the underlying market is growing at a much slower rate and quite honestly, it's tougher because of the entrench competition. So, we are competing with an installed base that it is not favorable to Rockwell Automation. We are competing against our strongest global competitors in their home territory. But that was the whole part of our strategy was to create opportunities where we felt we had differentiation, and in particular, we believe technical differentiation with respect to the integrated architecture and some of our differentiated components that we have particularly in our power control side of the business. And we do expect that we will improve our growth rate in Q3 and add to that in Q4, but it won't be as dramatic as what we've seen in Asia.

The... you pointed out, and I guess that that's pretty obvious that you are not happy with logics at... in high single digits. But process being up 21%, are you... is it the mix in terms of Brownfield, Greenfield, is it still predominantly Brownfield business that you are seeing?

The answer is yes, and that brings to good point, let me character, one would expect that we are growing in process dramatically, why wouldn't logics be growing faster, just because of that. And, so let me polish a little bit of what process is doing and hopefully, it'll put a little more explanation into, I think, your question John. First off, in process that's where we have our largest NES or pure information software segment, being the life sciences vertical. And so that is not a logic centric sale in the life sciences segment, and that's probability 20% or so of our process business. So that is not our logic rich environment. The other thing that is occurring is that, to your point, we are seeing significant amounts of legacy replacement of historical DCS systems, when customers do that they don't rip out the entire system. What they do is they replace, we'll call it the processor, but not all the I/O. And so you end up having a much smaller logic content in that initial replacement because it's just the software and it's just the processor and the I/O stays wired for now and that becomes an installed base transition as time goes on. So you don't have the same richness that you would in a discrete application where the I/O and the processor gets changed at the same time. And so, we are seeing a significant increase in the transition of legacy, the migration of legacy, but once again not a process rich in... not a logics rich environment. And then the final aspect of process is that we are moving more into continuous of process. And by nature that is less a logic intensive control environment than discrete or batch hybrid and there is a lot of other equipment that goes there, in particular our motor control, and also in the continuous process that's a region where the customer expects the automation supplier to deliver the solution. And so that's why our MPS business is growing, our solutions business is growing so strong, because there is a lot more engineering content in those applications than there would be through a batch or a discrete application, which is also many times sold through our system integrator channel, which would then mean, we are supplying a very rich product mix and a much less engineering content rich. So that's one of the reasons, I should say, a couple of the reasons why our process growth is not driving the same acceleration in logics that we have seen historically as we have grown discrete and batch hybrid.

Okay, thank you. It was very clear. I... just one quick question for Ted. Ted, is it possible to quantify in the sub-segment discussion you mentioned investment spending. I'm not sure if there is any way to characterize the duration of that or the levels, is it possible to give us some color on those?

John, I'm not going to try and kind of call a dollar number.

Okay.

But I will say this. The problem in Architecture & Software segment is we have been making the investments that we talked about earlier in the year, both in technology and in customer facing resources, to help get the growth rate moving higher in Architecture & Software. And through the first half we really haven't seen that higher growth rate. So, basically we have got some spending that is an excess, organic spending growth that's in excess of our organic growth rate in Architecture & Software right now. Going forward, we are expecting improvement in Architecture & Software margins in part, because the spending will level out a little bit the second half. It was more first half weighted. And also, we will get some better growth in Architecture & Software in the second half that will get back more... with those ratios more in line.

Okay, great. Thank you.

Your next question will be from the line of Mark Koznarek of Cleveland Research. Please proceed.

Hi, thank you. Good morning.

Good morning Mark.

I'd like to tie a couple things together, it's... I would like explore this Europe deceleration a bit more. We were just talking about it. I was just reviewing the trends in Asia and it seems like, you guys had executed and growth was proceeding at a double-digit pace through '05 and to '06 and then it throttled down to a single digit for about four quarters. And now it's picked up nicely, but it did seem like it took some time to get that resolved and as you point out you're now trying to do the same thing in a slower base growth market place with tougher entrenched competitors. And I guess what I want to try and tie together with that is this issue of a logics pick up as well, because I can recall in late '06, we had logics slowdown, and there was a attempt to try and accelerate logics growth, there was in orders now programmed to try and jumpstart that and it didn't seem to work too well and the explanation was that the sales cycle for logics is long because of the solutions element. And so both of these, I am trying to focus on the timing of reacceleration of growth with Europe and logics.

Yes, Mark, I think you characterized it well, but the one difference I would mention about Europe now is, one; the second quarter was a very tough time, that was a very strong quarter for you last year. We believe we'll see some of the growth simply because there was moderating growth in the second half of last year in Europe. And in particular with logics, it is... you are right about the cycle, but we are... have been working some of the OEM conversions and some of the process applications that we believe, based upon reviewing the frontlog, will allow us to drive that growth in the second half of our of fiscal years. So, we do expect to see a logics pick up, based upon the work that's being going on there the last couple of quarters, and that's why it is lumpy, because the conversions, the projects, they don't occur in a smooth linier fashion and so we do bounce around, but 2% organic growth is not the trend line we are expecting to be on.

Okay, and then if I could just clarify couple of things that Ted said that in Europe you are shooting for 10% organic growth in the second half and that would compare to 16% organic in the first half?

No.

No, no. Organic for EMEA in the first half was about five.

Okay, so you are using the definition without acquisition.

Correct.

No.

Yes, I am sorry Mark.

No.

Okay.

Good point. Yes. We are... when we say organic we mean less acquisition and less currency.

Okay. So you are expecting a pick up? Right.

Yes.

Yes.

And then, the... I thought... Ted, I've heard you say with the inclusion of the new software business and the safety acquisition. There will be dilution. Do you mean dilution to earnings per share or just margin dilution because of the extra revenue?

I was referring to dilution in earnings per share and I would say we expect that to be a couple of few cents.

Okay. And that is not in the current guidance?

Right.

At least on the slide?

Correct. We didn't try to reflect in the guidance anything on acquisitions we have not yet closed.

Great. Okay, thank you.

Your next question will be from the line of Jeff Spragot of Citigroup Investments Research. Please proceed.

Thanks. That's one of the more original ones, Jeff Spraque.

I understand that comment Jeff.

A lot of Spragues over the years, but never that one. Just a couple of things, may be on Mark's point, just buttoning up some of the guidance. I believe on the last call we were building in the 10% to 12% growth with 6% to 8% organic, 3% from deals and 1% from that FX, and now we are up to 4% from FX. So, there is this kind of talk of accelerating growth in the back half, but it's actually... must be my math is wrong. I kind of the implied organic growth underneath your forecast, it is down to about 3% to 5%.

No, I think Jeff, you are making a mistake on how you are characterizing the 10 % to 12%. Our 10% to 12% excludes the impact of currency translation.

Got it.

So that when you look at the total growth that we are talking about in the second half its 12% to 14% with about 2 to 3 being currency. So, we are saying that instead of approximately 1% in the original 10% to 12%, we are now saying its 2% to 3%, but its 12% to 14% total. Still the underlying organic plus acquisition is 10% to 12% for both... previously as well as currently, no change in that characterization.

Got it. And deals stay roughly 3% may be a tick higher if these small deals close but, that's sort of ballpark.

Yes, they are pretty small and they are not going to have a significant impact when they close on the remainder of the year. It's gong to be some time in the third quarter.

Right. And as we mentioned, they are not in this guidance number any how.

Okay, great and then, Ted, can you help us on the FX. I guess what you're implying when you're saying that the margins are blended down is that the margin drop through one, the FX revenues isn't any where near what your segments are, but could you help us get our arms around the size of that dynamic?

Yeah, I'll try to do that roughly. First thing I will say is, the pure translation part of the impact of FX is relatively easy to quantify. Given that we operate in 80 different countries with a lot of transaction flows and a lot of different currencies, trying to exactly quantify the transactions side of that is a little bit more difficult. But we have, given the significant changes in currency in the last couple of quarters, particularly in Q2. We worked hard to lock that down. Our best look says that the conversion we are getting through the first half on translation sales is something like may be 13%. So it is below our normal operating earnings rate.

Okay.

It was somewhat better than that in Q1 and somewhat worse than that in Q2.

Okay. And I could do that math real quick, but you, so you got margin compression, but you did get a couple of pennies pick up of earnings contribution, I would take it as, all that kind of works it's way through.

That's correct.

And then just on the corporate. Ted, you guided 20 to 22 on the last call and you came in about 16, is there anything unusual going on there in the quarter?

Right [ph]. I mean... we've got kind of unusual items that run through that every quarter. Last quarter we had the Baldor gain.

Environmental wellness.

Yes, this quarter we had some pick ups on environmental, previous environmental accruals that were reverse. So in any one quarter, we are going to get some things that bolts that number around little bit, but we do believe that the forward 20 to 22 per quarter is the right number.

Okay. And could you just help us triangulate now where process sits on kind of an annualized run rate, given deals done and how you are looking into the back half of the year?

Well, we think process from a course standpoint will continue to run roughly at that 20% number. It may slow a little in the fourth quarter, because we will have lacked the ICF Triplex acquisition, which is the largest acquisition in that space and does change the outlook. But we were growing... this past quarter it was 21% and 60% from acquisitions. We expect the 20% to remain about the same. But certainly the acquisition impact will drop to roughly zero as we go through the fourth quarter.

And then finally just one quick one from me. You mentioned kind of more interesting deal activities. Is there or are you suggesting there is a level that could result in really a dramatic change in what you're doing on the M&A front, that would may be alter your repurchase plans or is it still more these kinds of smaller tuck-in things just more of amounted [ph] things?

Yes... no, they would... we are talking mainly smaller continue to be bolt-on types of acquisition. But we have been relatively aggressive this year and when we started the... when we had the plan, we planned about $100 million of acquisitions as to how we targeted what we would be looking for with respect to acquisitions, versus share repurchase. So, we're probably a little north of that at this point in time and depending upon what comes up, it could offset some of the share repurchases, but right now, we are still progressing down the original plan for share repurchase.

Great, thanks a lot.

Yes Jeff, thank you.

Your next question will be from the line of Richard Eastman of Robert W. Baird. Please proceed.

Hi, Keith and Ted.

Good morning.

A quick question for you, on the U.S sales being up about 7%... 7% to 7.5%, when you look at the composition of the sales in the U.S by A&S and control products and solutions, how does the growth rate look in those two pieces? Have we seen the swing towards systems and process in the U.S and is that what's may be pumped up the growth rate relative to the discrete markets?

Well, the answer is absolutely, our prices and our solutions business is the fastest growing business in the U.S that's heavily driven by what's going on in the natural resource based industries and that phenomenon is occurring across multiple regions including the U.S I think Ted probably has the percentages and I'll let him flow in on that.

Yes, I wasn't going to try and break it down by region between solutions and other, but I will say in every region, the solution businesses are growing above the average.

Okay, did the architecture and software business grow in the U.S. in the quarter?

Yes.

Okay, and then another may be related to that, how were PLC sales in the quarter.

PLC or I would term it our legacy systems which is -- there was two brandings there, PLC and SLC, but our legacy process or business declined 9% in the quarter, which is reasonably within the range as we talk about 8 to 10, now PLC was higher, SLC was lower, but generally the continued cannibalization of that business is in the range that we were thinking of.

Okay, and then just the last question. I know there has been a great deal of investment in the solutions business and the process side, but as we move forward and we continue to see growth in the process and solutions business given your strategies, should we also think of that growth rate, pressuring your incremental margin as we go or would your expectations be there at a certain scale and size that business becomes more profitable?

Rick, I think may be a kind of... let me give you a mix of what you ask. I don't think we have an issue with kind of ramping investment as it relates specifically to the solutions business, although we are making significant investment on the process side to drive growth across both solutions and hardware. The issue is more that the average margin in our solutions businesses is lower than the average margin in our product businesses. So as solutions business growth continues to outpace hardware business growth, there is downward pressure on the margins. We expected solutions business growth to be higher than product business growth this year, but product business growth is lower than expected and solutions business is even higher than we expected, and that's what's causing the mix issue that we talked about.

Okay, so we should... given the mix you expect in the second half of the year will still be sending off the margin pressure?

Yes.

Okay, very good. Thank you.

We expect better product business growth in the second half of the year, but not as strong as where we thought we would be when we entered the year.

Okay, very good. Thank you.

Okay. Operator, we'll take one last caller.

Alright, and that caller will be John Inch from Merrill Lynch.

Thank you. Good morning.

Good morning, John.

Hey Keith, with all the discussion around logics and process, are you guys changing your logics targeted growth rates, and if not can you just remind us what those are again just to understand the context of how it fits in to the whole equation?'

Sure, John, I'll be happy to do. We've been talking for a number of quarters that we have 20% as the target, but to do that, we would have to be successful in all regions simultaneously and in fact, if you look at the last twelve months, we think we've probably been in a solid single... a solid mid-teen growth, quarter-after-quarter. Now, it's moved a little bit, if you will, but if you look at it in total, we are probably growing a 15% over the last four quarters in logics. Now, I did make those comments about process and as we move more in to continuous, it is not a logics rich environment and so I believe the way we should think about, and also today our logics business is over $700 million business and the other good news quite frankly is we have $3 billion installed base that gives us a very excellent capability to provide services and ongoing evolution of the product technologies and migrations, but as we go forward, as the business becomes that large, we would expect the growth rates to moderate and certainly, we think growth rates going forward in logics, probably are more typical 10% to 15% and the fact of the matter is, if you look at the underlying growth of that controller platform, anything that is in high single... mid to single digits is allowing us to grow market share. So, it's still about growing market share at the end of the day and we believe that anything over those mid to high single digits creates the opportunity for us to grow share and certainly expand our installed base capability. So, yes, I would say it's slightly down from what we had been talking about, mainly because of the size of the business and the fact that we are moving into a less rich logic centric. As we expand the served market as we move more into continuous process, it does not have the same ratios as we've enjoyed earlier in the evolution of the platform.

And then, Keith or Ted, the low value of the U.S dollar, is that, forget about translation, but is that helping you competitively in any capacity, perhaps with any of your export business or as you compete in Europe or anywhere else around the world? How is the dollar sort of impacting your competitiveness globally?

I think it impacts our customers more than it impacts us, because we now have, as we talked about, we continue to globalize our supply chain and so our input cost tend to be global no matter what we do simply because that's how we've involved with our productivity and our cost programs over the last five, six, seven, eight years, and we are continuing to reach [ph] to globalize our supply chain. So, not a lot of difference there because also the input cost tend to be global pricing and have a world price that is appropriate. Also on our global platforms, we do business with customers around the world and they certainly understand what the makeup of that product is and there is only slight variation, which are either transportation or our tax or import duties. We tend to have a pretty common global price on our most multinational platforms, which would be logics, which would be our drives. And a few other areas that tend to be very competitive on a worldwide look. So, I don't think we benefit dramatically from the dollar, but you do see differences in our customer buying behaviors, and I think we see that in Canada, we see that as European OEMs and I think it moves a little bit of our sales, not a lot, but it moves... it distorts some our sales, but it doesn't help us in other dimensions.

Yes, now that makes sense. Just lastly, I mean, one of the things that maybe has come out this quarter is kind of more the middle size manufacturing customer and their access to bank financing to fund their operations and working capital. Sounds like you guys didn't really experience any of that, although I am curious to know, kind of, the softness you called out in Europe, Keith. Did that have anything in your view to do with sort of access to capital or financing amongst customers? You mentioned, I know, it was a Rockwell execution issue. Is there anything else going on there that maybe we should be aware of?

John. One of things we did when we went to our... kind of our sales assessment process for the quarter was that specific question...

Yes.

Of each of the sales regions. And we did not hear any comments regarding kind of a tightening of capital with regard to customers, either large or medium size. So, I can't tell you that that's not a factor in Europe, but we have any reason to believe that as a factor in Europe.

And you are not ...

All those [ph] test that with our distribution channel because quite frankly they do a lot of the interaction with small and medium customers and we didn't see a significant uptick in comments from them, that they are seeing their customers not having access to financing and therefore, limiting their ability to grow or invest.

And it sounds like that was not a factor in the States either?

No, was not.

Great, thanks very much.

Okay John, thank you.

Okay that concludes today's call and thank you to all of you for joining us.

That concludes today's call. At this time you may disconnect. Thank you.