Rockwell Automation F4Q07 (Qtr End 9/30/07) Earnings Call Transcript

Nov. 8.07 | About: Rockwell Automation, (ROK)

Rockwell Automation, Inc. (NYSE:ROK)

F4Q07 Earnings Call

November 8, 2007 8:30 am ET

Executives

Rondy Roigrally - Vice Presidentof Investor Relations

Keith Nosbusch - Chairman andChief Executive Officer

Ted Crandall - Chief Financial Officer

Analysts

Bob Cornell - Lehman Brothers

John Baliotti - FTN MidwestSecurities

Steve Tusa - JPMorgan

Mark Koznarek - ClevelandResearch

John Inch - Merrill Lynch

Nicole Parent - Credit Suisse

Operator

Thank you for holding, andwelcome to the Rockwell Automation Quarterly Conference Call. I need to remindeveryone that today's conference is being recorded. Later in the call, we willopen up the lines for questions. (Operator Instructions).

At this time, I would hike toturn the call over to Rondy Roigrally, Rockwell Automation Vice President ofInvestor Relations. Ms. Roigrally, please go ahead.

Rondy Roigrally

Thank you, Francis. Good morning,and thank you all for joining us for Rockwell Automation's fourth quarter 2007earnings release conference call. Our results were released earlier thismorning, and have been posted to our website at www.rockwellautomation.com. Awebcast of the audio portion of this all and all of the charts that wereference during the call are available at that website. These will remainthere for next 30 days.

With me today are: Keith Nosbusch,our Chairman and CEO, and Ted Crandall, our CFO. Our agenda includes openingremarks by Keith, followed by Ted's review of both the quarter and our outlook.Ted will then turn it back over to Keith for an update on our capitalstructure. We will, as always, leave time at the end of call the call to takeyour questions and ask that you self limit to two questions to allow broaderparticipation.

We expect the call today to takeabout one hour. As is always the case on these calls, I need to remind you thatour comments will include statements related to the expected future results ofour company and are therefore, forward-looking statements as defined by thePrivate Securities Litigation Reform Act of 1995.

Our actual results may differmaterially from our forecasted projections due to a wide range of risks anduncertainties that are described in our earnings release and detailed in all ofour SEC filings.

With that, I will turn the call overto Keith.

Keith Nosbusch

Thanks, Rondy, and good morningto everyone who's joined us on today's call. Let me start by making a fewcomments about this quarter, and the second half of the year.

First, our strong performance inthe fourth quarter and second half of the year demonstrated our ability toexecute on our growth and performance strategies, again validating the strengthof our business model.

Second, I'm extremely proud ofthe efforts of our management team and employees in delivering these impressiveresults. It is gratifying to note that our performance in Q4 and the secondhalf of the year played out very much as we expected--modest revenueacceleration in the U.S.,continued strength in Europe and Latin America, improved performance in Asia,improved earnings performance, including much better productivity realization.

And finally, this quarter cappedanother very good year for Rockwell Automation. Not only did we deliverexcellent operating results, our successful disposition of the Power Systemsbusiness was a major milestone in the transformation of our company.

Now, please flip to chart one inthe reference material we posted in the web that summarizes our full yearresults. The numbers on this page depict a very successful year by any measure.Let me highlight a few.

We achieved 10% revenue growthreflecting our more diverse revenue base. We saw strong organic growth outsideof North America, with particular strength in Europeand Latin America. We also continued to see outstandingrevenue growth in our process, CompactLogix and safety businesses, as well asin the Life Sciences Vertical.

Our ICS Triplex acquisition addeda point of growth, and our recent acquisitions will become an importantcontributor to growth in fiscal 2008. For the full year, we delivered operatingearnings growth of 13%, and segment operating margins of nearly 20%.

Although we started the year abit slowly, improved productivity results made an important contribution to ourmargin performance. EPS from continuing operations increased by 29% to $3.70,hitting the high end of our July guidance range.

2007 was another strong year forfree cash flow at $531million, or 93% of net income, from continuingoperations. And we saw continued improvement in ROIC of 2 points, to more than24%.

Enough about the past; let'sfocus on the future. 2008 will be a very exciting year for Rockwell Automation.We have laid out an ambitious plan, one that raises expectations for executionand reflects the continued transformation of our company, and evolution of ourbusiness model.

We believe our investments in keygrowth drivers, such as technology leadership, expanded certain markets andstrengthened global market presence, are creating more opportunities for growththan ever before. As we look into 2008 and beyond, our strategy is to ensurethat our existing and planned investments are aimed directly at driving ustoward long-term sustainable higher growth.

With that said, let's focus on2008. We expect our growth rate will be at or better than 2000 levels driven inlarge part by investments we have made in acquisitions, in new products,services, technologies and capabilities to serve new applications and marketsand, third, globalizing our business model and re-instituting, reconstitutingour manufacturing footprint in order to put us closer to our customers.

Much of our growth is coming fromnew areas and acquisitions. Our services and solutions business is become alarger portion of our revenue and we continue to evolve our global footprint,not just in manufacturing, but in engineering, back office, and customersupport infrastructure.

We will continue to make thesekinds of investments, to drive growth and sustain long-term businessperformance. In 2008, these investments, particularly the effect ofacquisitions, will have an impact on our margins and consequently; we are notprojecting further margin expansion in 2008.

Before I turn it over to Ted todiscuss Q4 results and 2008 in more detail, I would like to conclude by sayingour demonstrated ability to diversify our revenue base, combined with ourrecent acquisitions, causes us to be optimistic that 2008 will be another goodyear for Rockwell Automation.

We remain intensely focused onexecuting our growth and performance initiatives and are committed to highergrowth while maintaining best in class margins and returns. Now, over to Ted.

Ted Crandall

Thanks, Keith, and good morning,to all who called in. My comments will continue to reference the charts on ourwebsite.

Turning to slide two--Q4 resultssummary.This slide summarizes key items from the income statements. Starting atthe top, the revenue in the quarter was $1.370 billion, an increase of 15% over2006.

4% attributable to the effects ofcurrency translation, 3% to acquisitions primarily ICS Triplex, leaving 8%organic growth. Segment earnings were $275 million, up 21% year-over-year,resulting in a 1-percentage point improvement in margin.

Purchase accounting expense wasup $5 million, versus last year's fourth quarter, primarily due to the ICSacquisition. Walking down the page, you'll note that general corporate net was$22 million down, about $1 million from last year.

For 2008, you should think ofgeneral corporate net expense of about $20 million-$22 million as a normalquarterly run rate. Interest expense was $14.9 million, down slightly from lastyear's fourth quarter. The fourth quarter effective tax rate was 29.2%, that'sup about 5 points from last year.

You may recall that in lastyear's fourth quarter, we recorded a $14.4 million benefit related to therecognition of certain tax assets, which drove down the effective tax rate.This brings the full year effective tax rate for fiscal '07 to 27.8%.

The small amount of income fromdiscontinued ops in this quarter primarily relates to a tax gain associatedwith the Power Systems cell. The $26.7 million in Q4 of 2006 is primarilyattributable to Power Systems results of operations. One more comment before weget to share count. The change in accounting impact that you see in the 2006fourth quarter relates to the adoption of FIN 47 accounting for assetretirement obligations.

Okay, now to share count. Averagediluted shares outstanding in the quarter were 153.2 million, down, 13% from ayear ago. During the quarter, we repurchased 13.7 million shares at a cost of$258 million, and as of September 30, still had $26 million available under ourprevious $1 billion repurchase authorization.

Let's move to the third chart,which shows a bridge of EPSfrom continuing operations from last year's fourth quarter to this year.Reported EPS in Q4 last year was $0.89. That included a gain of $0.07 relatedto the sale of our interest in Rockwell Scientific.

Excluding the impact of thisgain, our starting point for quarterly EPS comparison is $0.82. With $0.82 asthe starting point, year-over-year EPS growth for the quarter was $0.25, or30%. $0.18 of this increase is attributable to volume, margin and other items,while $0.14 of that growth was due to lower share count. The higher tax rate inthe fourth quarter of this year resulted in $0.07 lower EPS.

The next chart is a bridge of EPS from continuing operationsfor the full year 2007. Again, excluding the $0.07, due to the RockwellScientific gain, our starting point for EPS comparison for fiscal 2006 is$2.87.

Our comparison to fiscal year '08is $3.70, which excludes special charges taken in the second quarter. That's an$0.83, or 29% increase, in EPS. $0.45 is due to all other earnings-relatedcontributions and reduced share count at $0.38 to the EPS growth.

I'll now move to chart five: Q4results, Rockwell Automation, continuing operations. As always, we're showingtotal Rockwell results over the past five quarters, excluding power systems.

As I said before, our growth inthe quarter was 15% year-over-year--8% of that growth was organic, while 4% wasattributable to the effects of currency translation, and 3% to acquisitions.

Sales were up 7% sequentiallyfrom a regional prospective. Growth was led by strong performances in the U.S.and Latin America, with improvement in Asia,and another good quarter from Europe.

Moving to the earnings side ofthe chart, segment earnings were up 21% year-over-year. Operating margin in thequarter was 20.1%, up 1 point from the fourth quarter of last year.

It is not displayed on the chart,but our trailing fourth quarter return on invested capital was 21%-24.1%, upalmost two points versus the year ago period.

I’d like to go to the next chart,which summarizes the Q4 results of the architecture and software segment. Salesin Q4 were up 8% year-over-year--5% ,excluding the effects of currencytranslation.

On a sequential basis, sales weredown 2% for the quarter. That was not unexpected, given a very strong thirdquarter. Operating margin was 25.5%, up 1.4 points from the fourth quarter oflast year. Segment earnings benefited from volume and productivity efforts,partially offset by inflation.

Chart seven covers our controlledproducts and solutions segment. Sales in Q4 were up 20% year-over-year, with 5%of that growth coming from acquisitions and 4% due to the effects of currencytranslation.

Sales were up 15% sequentially,with 4% coming from acquisitions. Our solutions businesses performed very wellin the quarter, and we believe we are getting good traction from ouracquisitions and from the build out of our global domain expertise.

Margins improved by one pointyear-over-year to 16.2%, and segment earnings benefited from volume andproductivity efforts partially offset by inflation.

Let me now turn to the geographicbreakdown of our sales in the quarter. This chart provides regional growthrates and the far right column shows growth rates excluding the effects ofcurrency translation and acquisitions.

As you can see on the chart, wehad a strong quarter in the U.S.at 7% growth. AMEA sales were up 8% in the quarter, a bit lower then previousquarters, but still very healthy and we believe we have increased share in thisregion in 2007.

Latin American sales were up 19%,another strong performance in this region; and Asia Pacific sales were up 11%,our best growth quarter of the year for Asia.

Let me turn to slide nine, freecash flow. We had $185 million of free cash flow from continuing operations inQ4, excluding tax payments related to the gain on the sale of Power Systems.

This was 113% of net income, anddemonstrated continued improvement compared to the first two quarters of theyear, despite somewhat higher CapEx in the fourth quarter. Free cash flow forthe full year was $531 million, or 93% of net income from continuingoperations.

Moving onto our guidance, slideten highlights some headwind and tailwinds that will affect fiscal 2008. Whilewe expect growth to continue, we are planning for somewhat slower rates of growthin developed economies.

Conversely, on the top right-handside of the page, we show anticipated revenue tailwinds. These include anexpectation of continued strength in emerging markets.

As you heard from Keith, we alsobelieve we'll create a strong momentum in our growth initiatives--particularlyprocess, safety and OEM, and we expect continued payoff from the commercialinvestments we've made in AMEA and Latin America, andimproved performance in Asia--especially China.

Acquisitions are expected to addabout three points to growth in 2008, the largest contribution coming from ICSTriplex. In the lower left box, you'll see earnings headwinds.

While acquisitions provide atailwind on revenue, the acquisition revenue we are adding is primarily a solutionsbusiness, at typical solutions businesses margins. Taking into account thislower margin volume and integration costs, acquisitions will put downwardpressure on operating margin in 2008, and that, along with purchase accountingexpense, will create some negative impact on EPS.

Keith talked about variousinvestments we are making, to continue to globalize the business, and ensurelonger-term sustained business performance. So, I will not repeat all of thatdetail. And obviously, we will experience some inflation in material andemployment costs.

On the tailwind side of earnings,we do expect to benefit from volume leverage. We also have great momentum inour productivity programs and continue to expect 3%-4% benefit in 2008. Andyear-over-year, we expect lower share count, to continue to contribute toearnings per share.

I'll move to slide or chart 11,now. This slide summarizes specific elements of our fiscal 2008 guidance, witha comparison to 2007. Our full year revenue growth guidance is 10%-12% withslightly higher growth for controlled products and solutions, than forarchitecture and software.

Of the total company growth, anestimated 3% is coming from acquisitions--most of that in controlled productsand solutions. We expect operating margin to be about equal to 2007.

The impact of acquisitions isexpected to reduce operating margin by approximately one point. Between volumeleverage, price and productivity, we believe we can cover inflation, theinvestments that Keith talked about, and hold margins about equal to fiscalyear '07.

We expect the effective tax ratefor 2008 to be in the range of 28%-29%. As we have noted before, the occurrenceof discrete tax events, if any, could cause the actual rate in any quarter tovary.

Taking into account therepurchase authorization announced yesterday, we expect diluted sharesoutstanding to average about $150 million in '08, compared to $161 million in'07. We're providing diluted EPS guidance of between $4.25-$4.45 for fiscal2008.

We expect free cash flow of about95% of net income with some growth in working capital, primarily to supportgrowth outside of North America, and we expect ourreturn on invested capital to be up about another two points.

Now, I'll turn it back over toKeith for an update related to capital structure.

Keith Nosbusch

Thanks, Ted. Before we go intoQ&A, I want to take a few minutes and comment on our capital structure. Wepreviously told you, we have been evaluating our capital structure and promisedan update in early fiscal '08. We talked about two trigger events completingthe deployment of the cash proceeds from the Power Systems divesture, andupcoming maturities of long-term debt in January, and the decision regardingrefinancing.

We will provide our update today.At September 30th, we nearly completed the previous $1 billion salereauthorization--repurchase authorization, I should say. In total, duringfiscal year '07, we repurchased almost 24 million shares, for a total of about$1.5 billion.

In the past four years, we haverepurchased 53 million shares for a total of about $3 billion or cumulatively,29% of our outstanding shares at the beginning of the period. In that samefour-year period, we have increased our dividends by 76%, and paid out a totalof over $600 million.

Our cash deployment prioritieshave not changed. Our first priority is growth, and we are committed to fundingboth organic growth and acquisitions that fit our strategy. Beyond those needs,we intend to return excess cash to shareholders through dividends and sharerepurchase. To that end, as we disclosed in yesterday's press release, ourBoard approved a new share repurchase authorization of $1 billion.

We would expect to execute thisauthorization over the next two years. We will fund the repurchases with excesscash from operations. We will be flexible quarter-to-quarter and will moderaterepurchases based on organic growth and acquisition opportunities and free cashflow generation.

The strength of our businessmodel and our strong cash generation capability puts us in the enviableposition of being able to fund aggressive growth and return significant cash toour shareholders through dividends and a sustained share repurchase program. Wealso intend to issue long-term debt of up to $500 million. The proceeds of thisdebt will primarily be used to reduce outstanding debt including retiring $350million of notes due in January, 2008, and to fund acquisitions such asPavilion Technologies.

Now, let's open it up to Q&A.Rondy?

Rondy Roigrally

Thank you, Keith. Operator we're nowready to take questions.

Question-and-Answer Session

Operator

(Operator Instructions) Yourfirst question comes from the line of Bob Cornell with Lehman Brothers. Pleaseproceed.

Bob Cornell - Lehman Brothers

Hi, everybody.

Keith Nosbusch

Good morning, Bob.

Bob Cornell - Lehman Brothers

Well, I would probably say forthe collective audience, congratulations for hitting the second half thatnobody believed seven months ago in the forecast. And so, that gives usconfidence in the '08 guidance. But I think the first question is, what's goingon with the Logix in the quarter and Processor Group and what is theexpectation for those pieces of the company in the '08 guidance?

Keith Nosbusch

Sure. Well, we had a very goodquarter and a very good year in Logix. Logix's growth, for the year, was 15%.We continued the pattern of two thirds of the Logix sales coming from processand CompactLogix. So, therefore, we continue to see market share gains in theprocess space that we've entered and also add OEM's on a worldwide basis.

As we have previously said, 20%growth requires strong performance in all regions, and this past year we didnot achieve what we needed in Asia and Canadafor us to be able to hit the target of 20%. But, we had very strong growth inAMEA, very strong growth in Latin America, and goodgrowth in the U.S.throughout the year in Logix.

Bob Cornell - Lehman Brothers

Keith, I think people arewondering why you didn't explain exactly what was going on in the processorgroup in this quarter?

Keith Nosbusch

Yes, let me answer that, Bob.Today, we have a much broader business than compared to when we startedfeaturing Logix, back four years ago. And, certainly, Logix is still a keysuccess driver for Rockwell, but with globalization, acquisitions.

We are evolving into atechnology-driven solutions business of which the Processor is really only onepart of that total solution, and so our goal here, now, going forward, is tonot just feature and highlight Logix, but to talk about the evolution, and howwe're growing the total business, and how Logix allows us to expand into thesenew areas.

So, it's not just a single focusany more on Logix; it's the broader breadth of the portfolio and thecapabilities that brings us to address more markets, more customer applications,and drive a broader set of capabilities across the company.

But, it's still the focal pointof what we're trying to do, to put ourselves in a position to transform thecompany--but it's not the only dimension of us as a company anymore, and it'sfor that reason, Bob, that we're starting to not always focus on it as the mainactivity of Rockwell Automation.

It's no less important. Itcertainly had a very good year and there's nothing on the horizon, quitefrankly, that says it's not going to continue to grow and, in fact, in 2008 ourtarget is another year of 20% growth for that family.

So, once again, you know it'sbecoming a $650 million business, and for that to continue to grow at 20%, wedo need to hit on all cylinders and certainly that's the expectations that wehave as a management team going into 2008.

Bob Cornell - Lehman Brothers

Yes, one other question,…Keith,thanks, that's a good answer. How about the momentum in Asia?It's better this quarter. Maybe just do a bit more of a documentation of whatyou've done, and did you see the business accelerate as the quarter went on,and how does Asia fit into the '08 guidance? Chinain particular.

Keith Nosbusch

Sure, sure, Bob. Well, certainly Asiaperformed better in the second half of the year, and in particular, Chinaperformed better in the second half of the year. As we've talked previously, weneed to have emerging Asia growing at 20% or more for usto feel that we're growing market share and, more importantly making an impactin the region.

And for next year, we'reexpecting that Chinawill grow at that level, and that all of emerging Asiawill grow at that level, and likewise we had talked about the need for Asiato be growing at a 15% rate, in total, and that is our expectation for nextyear. So, we still have...we talked about this…A couple of last calls…

We're very happy with themomentum we have coming out of the year in Asia. But wealso know that we still have more to do and we are working diligently ongetting that done. But we like the progress we've made. We have more work to doand we certainly expect 2008 to be better yet than 2007 was in Asia.

Bob Cornell - Lehman Brothers

Okay. Thanks very much.

Operator

Your next question comes from theline of John Baliotti with FTN Midwest Securities. Please proceed.

John Baliotti - FTN Midwest Securities

Good morning, Keith.

Keith Nosbusch

Good morning, John.

John Baliotti - FTN Midwest Securities

Just to tie up a loose end withBob's question. 15% for the year for Logix would imply high teens for thequarter; is that accurate?

Keith Nosbusch

That's correct. Almost, basically,the same number--just slightly under 15.

John Baliotti - FTN Midwest Securities

Okay. And with respect to youroverall guidance for margins for 2008, you said about 100 basis points ofheadwind with M&A acquisitions done and then offsetting inflation, and soon. So, would--maybe Ted would answer this—so, overall, you would expectunderlying core margins to be up 100-150 basis points, somewhere around there,to offset that?

Ted Crandall

Yes. I mean, roughly, basicallyjust the offset to the acquisition impact.

John Baliotti - FTN Midwest Securities

Right. Okay. Thanks.

Keith Nosbusch

Sure, John.

Operator

Your next question comes from theline of Steve Tusa with JP Morgan. Please proceed.

Steve Tusa - JP Morgan

Hi, good morning.

Keith Nosbusch

Good morning, Steve.

Steve Tusa - JP Morgan

Just a question on the revenueoutlook. You talked a lot about the initiatives and the expanded marketsbenefiting your number. It's a pretty good number especially relative to thecautious commentary we're hearing from some other companies. What's your kindof core, if you looked at your core markets by geography, what are yourexpectations there I guess? You can just give an underlying market growth rateand then we can get an idea of what kind of premium that you're execution isdriving on the top line?

Keith Nosbusch

Well, with respect to what ourexpectations are for our growth in each one of the regions, we're expecting theU.S. growth tobe in the mid-single-digits. We expect Canadato be at roughly right around 10%; Latin America--high-teens growth; AMEA--mid-teensgrowth; and Asia mid- to high-teens growth. Like we saidearlier, slightly over that 15% target that we hold out for where we need to beso.

So, that's how we're kind ofviewing our growth on a region basis, that rolls up into the overall targetthat Ted identified in the guidance.

Steve Tusa - JP Morgan

So, when you look at it this way,the U.S., actually end markets that you would look at, are probably flat to upso you continue to take share there in AMEA, I am not sure if you are includingICS in there, but looks like you're continuing to take share there, and thatactually accelerates from the rates you put up in the fourth quarter, and thenin Asia, you're kind of getting back to a market-type of growth rate…is thatfrom a high level, good way to look at it?

Keith Nosbusch

From a high level the only thingI would comment on Europe, the number did not includeICS.

Steve Tusa - JP Morgan

Okay.

Keith Nosbusch

So, we would be growing fasterthen the market in Europe. We would expect to beslightly taking share in Asia as opposed to just atmarket growth rates next year. If we hit our targets, but your high levelcharacterization was correct.

Steve Tusa - JP Morgan

What gives you the confidencethat Europe accelerates from the fourth, orreaccelerates to rates its saw in the first half?

Keith Nosbusch

Well, the confidence is in thecontinued execution of the strategy that we put in there a couple of, wellbasically now two years ago. The continued focus on where we havedifferentiation, which is all about the integrated architecture, the focus onOEM's, which we continue to feel is an area that we can get better at as acompany, and the focus on some of the key verticals that we believe, we canonce again create that differentiation. And then, finally, Europeis not a homogenous entity, and, quite frankly, we think there are some areaswhere we can perform better then we did this past year.

And where we have put that intothe equation, as well. So, I guess it's really that aspect is about thecontinuous improvement culture we're building here. We had a very good year in Europe.We feel, we can do a little better there and that plus the other areas are whywe have optimism in our ability to continue to drive growth in that region.

Steve Tusa - JP Morgan

Okay, and then just a nitpickyone, on share count. You're looking fo,r I guess, 150 for the year, but I guessyou finished around that area. I mean, I would expect that to be lower. Is thatjust conservatism on the timing of your buybacks--timing of cash flows? 150just seems kind of a conservative number.

Ted Crandall

Well, Steve, our fourth quarterwas 153.2, and that's fully diluted after the fourth quarter.

Steve Tusa - JP Morgan

Where did you end in the fourthquarter though?

Ted Crandall

152.

Steve Tusa - JP Morgan

Okay. Got you. Okay. That makessense.

Ted Crandall

Okay.

Steve Tusa - JP Morgan

Great, thanks a lot.

Ted Crandall

You bet.

Operator

Your next question comes from theline of Mark Koznarek with Cleveland Research. Please proceed.

Mark Koznarek - Cleveland Research

Hi, good morning, everyone.

Keith Nosbusch

Good morning, Mark.

Mark Koznarek - Cleveland Research

Is it fair to say, when we'relooking at 2008 that it's going to be broadly driven by services, both internalservice growth and acquisition and not so much by hardware products and that'sone of the key reasons why we're not seeing as a dramatic margin leverage aswe've in the past?

Keith Nosbusch

No, I don't think that's thecase. If you look at the growth next year, it's fairly balanced betweenthe--I'll call it--the more component product businesses and the solutionsbusiness. Now there is some mix within that, and then obviously, we have theacquisitions aspect that tips it, probably, a little favorably, to thesolutions business next year because of that.

Ted Crandall

Mark, just to say that justslightly differently, the acquisition volume addition is primarilysolutions-based. If you take that out and what is left in the core business,there is pretty balanced growth across the portfolio.

Mark Koznarek - Cleveland Research

Okay. So, excluding theacquisitions, we're doing something like 8%-10% range?

Keith Nosbusch

Yes.

Mark Koznarek - Cleveland Research

And so, I'm kind weaving towardsa question, which is, in order to generate 8%-10% on the solutions slide, isthere another tranch of personnel additions in the vertical market space that’sgoing to be required similar to the programs you've been executing over thelast couple of years?

Keith Nosbusch

Well, I wouldn't, Mark, Iwouldn't say there's a tranch of people coming in. What I will say is, that ourgrowth is occurring in new areas; that we don't have the ability to leverage anexisting infrastructure, and so our increases are in support of growth, and theability to drive the growth and sustain the growth in the new areas--whether itbe the new geographies or, as you said, some things with respect to verticals, somethings with respect to the process space--but these are all new areas forRockwell Automation that we're trying to be able to maintain a high growth ratein, and that's what is driving the additional investments that we're talkingabout.

Ted Crandall

Hey, Mark, just oneclarification. Our guidance for total Rockwell is 10%-12% growth. We talkedabout 3% of that coming from acquisitions; I am sorry 9%-11%. So, it'sbasically 6%-8%.

Mark Koznarek - Cleveland Research

Okay. Good, thanks for thatclarification. And then, I apologize, I got on the call just a minute or twolate, but did you say anything about Pavilion Technologies? And if not, couldyou explain it a little bit, and kind of give us a rough idea of the size?

Keith Nosbusch

Sure. We have not. I did not makeany comment to that, directly. I spoke to acquisitions in general, but PavilionTechnologies really adds advanced processed control to our portfolio, and it'san expansion of our control competencies and capabilities and it is reallyfocused, today at least, in the processed space, and what it is, is basically apredictive modeling capability.

Its production performancemanagement and environmental compliance solutions for mainly the process, butalso the hybrid industries, and what they bring us is the ability to improvemanufacturing processes, bringing around real-time plant-wide optimization, andit's very analogous to what we're talking about, with respect to plant-widecontrol and the ability now, to create the optimization layer and thepredictive modeling control, and optimization software platform that's requiredin a lot of the advance process control applications in industry today.

And it helps us in a number ofverticals, including some very interesting ones for us. The ethanol bio fuelsarea--obviously, oil and gas, with our investment in ICS Triplex, andultimately into some of the consumer goods and consumer product areas. So, it'sa great acquisition that continues to expand our control capability plant wideand it is an important addition to our business.

Mark Koznarek - Cleveland Research

Is it 1% of sales, that kind ofrange?

Keith Nosbusch

It is, let me do the notes; it'sless then 1% of sales.

Mark Koznarek - Cleveland Research

Okay. Thanks very much.

Keith Nosbusch

You bet, Mark.

Operator

Your next question comes from theline of John Inch with Merrill Lynch. Please proceed.

John Inch - Merrill Lynch

Thank you, good morning.

Keith Nosbusch

Good morning, John.

John Inch - Merrill Lynch

Good morning, Keith. Hey, just asa clarification, those growth rate expectations in overseas markets were thoseorganic or does that include the contributions from foreign exchange?

Keith Nosbusch

When I gave you those numbers,those were organic. It did not include currency or acquisitions.

John Inch - Merrill Lynch

So, just to be clear, I mean. Soorganically, EMEA, Keith, this year, was up about 14%. You think thatreplicates? Your expectation for Europe has fully dialedin kind of this $1.48, $1 versus Euro, and $100 oil--you feel confident insustaining that trend?

Keith Nosbusch

Yes, I mean we feel confident. Imean, I think out of the two of them that you mentioned, it's hard, I mean wedon't have a clear understanding of what $100 a barrel of oil does, because ithas positives and negatives.

The great positive is all of ourcustomers want to save a lot of energy and that's a great opportunity for us asa company. And certainly the industry with oil that high invests a lot, so thepeople that are in that supply chain are looking for more ways of finding moreoil or alternatives to oil become very attractive. So those are all positives.

The negative is, it's an inputcost to people and what does it mean to where they can invest, and I don'tthink that's played out yet. So, that remains a wild card and is something thatwe'll get a better feel for as the year plays out.

But we so far, I would sayindustry as proven to be able to absorb $80 a barrel pretty well. So, where thepoint is, I'm not sure, but we have not seen a change in behaviors at thispoint in time.

John Inch - Merrill Lynch

Yes, well if you can pull it off,it's going to be impressive to a lot of people. Hey Ted, if you look at themargin growth this year versus last year, so 19.7 versus 19.2 up, 50 basis or500 basis, excuse me, 50 basis points.

You're sort of now suggestingthat underlying margin's going to go up percentage points. So, am I correct inthen assuming that conversion margins, or your underlying margin trend, isactually going to accelerate in 2008? Is that the way to think about it, and isthere a way to translate this into kind of a conversion margin ex-acquisitions?

Ted Crandall

No, John, I think you're probablytrying to be too scientific. We're saying the acquisition impact isapproximately a point. Probably somewhat a little bit under a point and we dobelieve that in the core business, despite some of the investments we aremaking, we can make up for that in part because of productivity performance.

John Inch - Merrill Lynch

But, what does that equate,because last year you gave us the conversion margin expectation 30 to 40, whatwould that translate into this year?

Ted Crandall

If you took out the impact ofacquisitions this year, conversion margin next year would be approximatelyequal to our conversion margin this year, maybe a couple of points lower.

John Inch - Merrill Lynch

And then, just, lastly. TED, howmuch pension, I guess you had about what, $0.15 of pension in the 370? How muchextra pension based on where the plan closed do you expect in 2008?

Ted Crandall

We have a little bit ofadditional pension tailwind in 2008. But we're also expecting somewhat highermedical costs in 2008, which basically offset that.

John Inch - Merrill Lynch

So, it's a wash?

Ted Crandall

Yes.

John Inch - Merrill Lynch

Okay. Thank you.

Operator

Your next question comes from theline of Nicole Parent with Credit Suisse. Please proceed.

Nicole Parent - Credit Suisse

Good morning.

Keith Nosbusch

Good morning, Nicole.

Nicole Parent - Credit Suisse

I guess, just to follow up on BobCornell's question with respect to Asia. Could you giveus an update in terms of the distribution effort over there and how you seethat ramping up over the next couple of years?

Ted Crandall

Absolutely. And here we'll talkabout--I mean there's really two different parts--I'll talk about emerging Asia,where there is much less infrastructure, and much less of a mature distributioncapability. And in particular I'll talk about Chinaand India. Thatis one of the areas where we have to continue to build infrastructure.

Now, that's not RockwellAutomation infrastructure, but we still have to develop viable distributors andattain and embrace and work with people that are interested in buildingdistribution as a business in both of those areas. And so, that's one of thereasons recently.

We have established a globaldistribution position. One that channels, which would be distributors andsystem integrators, but we believe that that's an important element of ourability to continue to grow in emerging Asia, and so we need to put a muchstronger focus on that.

We have elevated that to a verykey position in our sales and marketing organization and one of the focuseswill be on building better channel partners in the emerging regions of theworld and in particular Asia, and otherwise we cannot achieve the growth ratesin the long-term and more importantly, you can't support customers locallywithout that type of partnering. And so we're very, very focused on being ableto do that, as I said, particularly in the emerging economies.

Nicole Parent - Credit Suisse

And so, is that investmentlargely why you'd characterize globalization as a headwind?

Ted Crandall

No, the investment there is notreally a lot for us. That's just finding viable partners that are able toinvest and be able to on commit the capital to building a distribution and/or asystem integrator capability.

Our globalization investments arein a couple of categories. First, it's the globalization of manufacturing, andwe talked about that in the second quarter, when we took a charge. We are re-footingour manufacturing capabilities on a worldwide basis.

And that's probably the mostimportant aspect of when we talk about globalization headwind. The second wouldbe the continued build-out of what we started last year of engineeringresources.

Engineering resources in Asia andEastern Europe and the continuation of the evolution of our business model forwhere we have manufacturing, engineering, marketing, back offices, customersupport capabilities, all of those closer to the customer and because of ourgrowth and the majority of our growth coming outside North America.That's what we mean by the need for globalization spending.

So, it's multiple dimension andnot at all, I mean, it's a very, very small part of it is the investments wehave to make to be able to grow distribution.

Nicole Parent - Credit Suisse

Great, that’s helpful. And thenjust one last one, Keith. When you talk about your first priority for '08 asgrowth, could you talk a little bit. I'm a little surprised to hear you talkingabout growth given where we are in the cycle.

Could you just talk aboutunderlying productivity in key margin drivers, I guess in the core U.S.business given what you've talked about for the headwinds for the businessesoutside of the U.S.for 2008?

Keith Nosbusch

Okay. If I heard you, you want meto talk about our productivity programs?

Nicole Parent - Credit Suisse

Yes, please.

Keith Nosbusch

Okay. No problem. We didn't talka lot about that yet, but we have not changed our focus on productivity. We have,like last year and like all of the future years, we have a 3%-4% costproductivity target for our company.

We expect to hit the high end ofthat range this year. It is fundamental for us to be able to continue toimprove and invest in these areas we kind of just talked about because we needto offset inflation and be able to drive the incremental investments that werequire in that globalization aspect of our business as well as absorb some ofthe dilution not some of absorb all of the dilution of the acquisitions thatwe've made.

So, productivity remains veryimportant for us. It is across the entire business. All functions, all areasare driving that 3- 4% cost productivity, and there's no less intensity orfocus on that in 2008 than there was in 2007.

And we have a lot of confidencein our ability to do that. We have probably the best-defined programs acrossthe company that we are able to track on an ongoing basis, and in fact, some ofour businesses are already trying to identify the 2009 productivity activities.

So, it remains a very importantpart of our business. It's becoming a fabric of the culture of the company andno less important than growth. But, we believe, in today's environment, we havea lot of opportunities to grow and that's why we want to take advantage of themduring this period.

Nicole Parent - Credit Suisse

Great. Thank you.

Rondy Roigrally

Operator, we'll take one lastquestion.

Operator

Your last question is a follow-upfrom the line of Bob Cornell with Lehman Brothers. Please proceed.

Bob Cornell - Lehman Brothers

Yes, thanks for taking this call.Maybe it's just me but I had a stronger revenue performance for Architecture andSoftware in the quarter because you had the easy comp in the Processor group.

Was it just me, or was this an unexpectedquarter? Maybe just give it a little more detail into the performanceArchitecture and Software in the quarter?

Keith Nosbusch

We had a very strong thirdquarter in Architecture and Software, Bob, but I would say the fourth quarterperformance was pretty much aligned with our expectations.

Bob Cornell - Lehman Brothers

Okay. And then, one finalquestion. I mean you…the international markets are all growing robustly. Again,this maybe a little bit repetitive just which of the businesses are drivingthat. Keith, you said process, compact, Logix, safety. Maybe just flush thatout a little more, please.

Keith Nosbusch

Sure, but let me just give oneother comment to your question to Ted. We had talked in last release that we expecteda very strong fourth quarter in our solutions business because of the backlog,because of the timing. And so, the quarter played out pretty much just as wethought.

It wasn't that Architecture &Software was not growing or not what we had expected. It was the expectationthat we would have strong solutions performance because of our backlog that webuilt the first half of the year and we knew that that was going to be a strongcontributor to revenue growth and that was why we guided the way we did towardsthe end of the year.

Bob Cornell - Lehman Brothers

Actually, thank you. I doremember that now, but how about the outlook for '08 and the strength in theseinternational markets?

Keith Nosbusch

Yes, well, the internationalmarkets a couple of things. One, the one thing that is true about ourinternational business, in particular in Asia, Latin America, and emerging regions, is that we have to help thecustomers more by creating a solution for our customers then we do in North America.

So, one of the things that occursis that we are more involved in solutions, in services, doing engineering andhelping customers as opposed to a pure product sale. And many times we don'thave that large installed base that gives what I would say a lot of the MRO-typeof annuity business.

So, the color of internationalbusiness is more solutions. It is more around infrastructure and naturalresource-based businesses then it is in the consumer-types of areas and so wehave a more power centric portion of our business in some of those emergingeconomies as well.

So it's a much different balanceand mix within our segments and between our segments when you go outside the U.S.So, that hopefully covers what you were looking for, Bob.

Bob Cornell - Lehman Brothers

It does, Keith, thank you verymuch, that’s very helpful, appreciate it.

Ted Crandall

Hey, this is Ted. I have aclarification. I misspoke earlier when I tried to clarify the answer to MarkKoznarek question about core growth. Our guidance for top line growth is 10%-12%.

Acquisitions, we've believe willcontribute about 3%. So the core growth is in the range of 7%-9%. I apologizefor that error, and I will beg your indulgence. Perhaps I shouldn't try to domath in my head this early in the morning.

Rondy Roigrally

Okay. That concludes today'scall, and thank you to all for joining us.

Operator

This concludes today's conferencecall. At this time you may disconnect. Have a great day.

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