• macroeconomic factors, including global and regional business conditions, the availability and cost of capital, the cyclical nature of our customers' capital spending, sovereign debt concerns and currency exchange rates;

• laws, regulations and governmental policies affecting our activities in the countries where we do business;

• the successful development of advanced technologies and demand for and market acceptance of new and existing products;

• the availability, effectiveness and security of our information technology systems;

• competitive products, services and solutions and pricing pressures, and our ability to provide high quality products, services and solutions;

• a disruption of our operations and supply chain due to natural disasters, acts of war, strikes, terrorism, social unrest or other causes;

• our ability to protect confidential information and enforce our intellectual property rights;

• our ability to successfully address claims by taxing authorities in the various jurisdictions where we do business;

• our ability to attract and retain qualified personnel;

• our ability to manage costs related to employee retirement and health care benefits;

• the uncertainties of litigation, including liabilities related to the safety and security of the products, services and solutions we sell or to alleged intellectual property infringements;

• our ability to manage and mitigate the risks associated with our solutions business;

• a disruption of our distribution channels;

• the availability and price of components and materials;

• the successful integration and management of acquired businesses;

• the successful execution of our cost productivity and globalization initiatives; and

• other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

These forward looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. See Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 for more information. Non-GAAP Measures
The following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Results of Operations for a reconciliation of income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Results of Operations for a reconciliation of income from continuing operations, diluted EPS from continuing operations and effective tax rate to Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of cash flows from operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.

Overview
We are a leading global provider of industrial automation power, control and information solutions that help manufacturers achieve a competitive advantage for their businesses. Overall demand for our products, services and solutions is driven by:

• investments in manufacturing, including upgrades, modifications and expansions of existing facilities or production lines, and the creation of new facilities or production lines;

• investments in basic materials production capacity, partly in response to higher commodity pricing;

• our customers' needs for productivity and cost reduction, sustainable production (cleaner, safer and more energy efficient), quality assurance and overall global competitiveness;

• industry factors that include our customers' new product introductions, demand for our customers' products or services, and the regulatory and competitive environments in which our customers operate;

• levels of global industrial production and capacity utilization;

• regional factors that include local political, social, regulatory and economic circumstances; and

• the spending patterns of our customers due to their annual budgeting processes and their working schedule.

Long-term Strategy
Our vision of being the most valued global provider of innovative industrial automation and information products, services and solutions is supported by our growth and performance strategy, which seeks to:

• achieve growth rates in excess of the automation market by expanding our served market and strengthening our competitive differentiation;

• diversify our revenue streams by broadening our portfolio of products, services and solutions, expanding our global presence and serving a wider range of customer applications;

• grow market share by gaining new customers and by capturing a larger share of existing customers' spending;

• enhance our market access by building our channel capability and partner network;

• make acquisitions that serve as catalysts to organic growth by adding complementary technology, expanding our served market, increasing our domain expertise or continuing our geographic diversification;

• deploy human and financial resources to strengthen our technology leadership and our intellectual capital business model; and

• continuously improve quality and customer experience and drive annual cost productivity.

By implementing the strategy above, we seek to achieve our long-term financial goals that include revenue growth of 6-8 percent, double-digit EPS growth, return on invested capital in excess of 20 percent, free cash flow equal to about 100 percent of net income and 60 percent of our revenue outside the U.S, including 30 percent of revenue from emerging markets.

U. S. Industrial Economic Trends
In the first quarter of 2013, sales to U.S. customers accounted for 51 percent of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

• The Industrial Production Index (Total Index), published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Industrial Production Index is expressed as a percentage of real output in a base year, currently 2007. Historically there has been a meaningful correlation between the changes in the Industrial Production Index and the level of automation investment made by our U.S. customers in their manufacturing base.

• The Manufacturing Purchasing Managers' Index (PMI), published by the Institute for Supply Management (ISM), which is an indicator of the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.

• Industrial Equipment Spending, which is an economic statistic compiled by the Bureau of Economic Analysis (BEA). This statistic provides insight into spending trends in the broad U.S. industrial economy. This measure over the longer term has proven to demonstrate a reasonable correlation with our domestic growth.

• Capacity Utilization (Total Industry), which is an indicator of plant operating activity published by the Federal Reserve. Historically there has been a meaningful correlation between Capacity Utilization and levels of U.S. industrial production.

The table below depicts the trends in these indicators since the quarter ended September 2011. Modest improvement in the Industrial Production Index and Industrial Equipment Spending, relatively stable Capacity Utilization, and the PMI remaining above 50 cause us to expect stronger growth in the second half of our fiscal year.

                                      Industrial
               Industrial              Equipment       Capacity
               Production              Spending      Utilization
                  Index       PMI    (in billions)    (percent)
Fiscal 2013
Quarter ended:
December 2012        97.6    50.7           $202.8          78.5
Fiscal 2012
Quarter ended:
September 2012       97.4    51.5            198.0          78.6
June 2012            97.3    49.7            197.8          78.9
March 2012           96.7    53.4            190.7          78.7
December 2011        95.3    53.1            196.6          77.9
Fiscal 2011
Quarter ended:
September 2011       94.2    52.5            187.0          77.1

Note: Economic indicators are subject to revisions by the issuing organizations.

Non-U.S. Regional Trends
In the first quarter of 2013, sales to non-U.S. customers accounted for 49 percent of our total sales. These customers include both indigenous companies and multinational companies with expanding global presence. In addition to the global factors previously mentioned, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure and expanding consumer markets.
We use changes in Gross Domestic Product (GDP) as one indicator of the growth opportunities in each region where we do business. After a period of global economic slowdown, worldwide GDP growth is expected to stabilize in 2013, with a modest acceleration expected in the latter half of the year. Western Europe continues to operate in a recessionary environment, with potential for an improved outlook in some countries later in the year. The emerging markets in Europe, the Middle East and Africa (EMEA) are expected to continue strong growth for the remainder of the year. In Asia, China's economy is stabilizing but India's economy is very weak with no sign of improvement in the near term. In Latin America, Mexico's economy remains strong and Brazil's economy is returning to positive growth. We still expect that emerging markets will be the fastest growing automation markets over the long term.

Summary of Results of Operations
Sales in the first quarter of 2013 increased 1 percent compared to the first quarter of 2012. Organic sales increased 1.5 percent and currency translation reduced sales by less than 1 percentage point in the quarter. Strong growth in the United States and Latin America of 6 and 7 percent, respectively, was mostly offset by declines in the other regions, consistent with underlying market conditions. The end markets with the strongest sales growth for the quarter were transportation and oil and gas. The end markets with the weakest sales growth for the quarter were metals and mining.
We continued to execute our key initiatives:

• Sales related to our process initiative declined approximately 2 percent in the first quarter of 2013 due to low beginning solutions backlog and project delays.

• Logix organic sales in the first quarter of 2013 increased 5 percent year over year.

• Organic sales in emerging markets were essentially flat year over year. Strong growth in emerging EMEA and Latin America was mostly offset by declines in Asia Pacific, particularly China and India. Emerging markets represented 20 percent of total company sales in the first quarter of 2013.

Total segment operating margin of 18.5 percent in the first quarter of 2013 was in line with our full year guidance.
Our Adjusted Effective Tax Rate in the first quarter of 2013 was 26.6 percent compared to 24.9 percent in the first quarter of 2012.
The American Taxpayer Relief Act ("Act") of 2012 was enacted on January 2, 2013. Under the Act, the federal research and development credit was extended for amounts paid or incurred after December 31, 2011 through December 31, 2013. As a result, we now expect our full-year Adjusted Effective Tax Rate for 2013 to be between 25 to 26 percent, down slightly from our previous guidance of 26 percent.

                           ROCKWELL AUTOMATION, INC.



The following table reflects our sales and operating results for the three
months ended December 31, 2012 and 2011 (in millions, except per share amounts):

                                                     Three Months Ended
                                                        December 31,
                                                     2012          2011
Sales
Architecture & Software                           $   657.5     $   650.5
Control Products & Solutions                          831.7         823.4
Total sales (a)                                   $ 1,489.2     $ 1,473.9
Segment operating earnings1
Architecture & Software                           $   183.2     $   189.2
Control Products & Solutions                           92.8         102.7
Total segment operating earnings2 (b)                 276.0         291.9
Purchase accounting depreciation and amortization      (5.2 )        (5.0 )
General corporate - net                               (18.5 )       (20.2 )
Non-operating pension costs3                          (19.7 )        (8.8 )
Interest expense                                      (15.4 )       (15.0 )
Income before income taxes                            217.2         242.9
Income tax provision                                  (55.8 )       (59.6 )
Net income                                        $   161.4     $   183.3

Diluted EPS                                       $    1.14     $    1.27

Adjusted EPS                                      $    1.23     $    1.31

Diluted weighted average outstanding shares           141.2         143.9
Total segment operating margin2 (b/a)                  18.5 %        19.8 %

(1) See Note 13 in the Condensed Consolidated Financial Statements for the definition of segment operating earnings.

(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We believe that these measures are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

(3) Beginning in fiscal 2013, we redefined segment operating earnings to exclude non-operating pension costs. Non-operating pension costs were reclassified to a separate line item within the above table for all periods presented. These costs were previously included in segment operating earnings and in general corporate-net. We continue to include service cost and amortization of prior service cost in the business segment that incurred the expense as these costs represent the operating cost of providing pension benefits to our employees.

Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate Reconciliation

Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension costs and their related income tax effects. We define non-operating pension costs as defined benefit plan interest cost, expected return on plan assets, amortization of actuarial gains and losses and the impacts of any plan curtailments or settlements. These components of net periodic benefit cost primarily relate to changes in pension assets and liabilities that are a result of market performance; we consider these costs to be unrelated to the operating performance of our business. We believe that Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Our measures of Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for income from continuing operations, diluted EPS and effective tax rate.

The following is a reconciliation of income from continuing operations, diluted EPS from continuing operations, and effective tax rate to Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate for the three months ended December 31, 2012 and 2011 (in millions, except per share amounts):

                                                                 Three Months Ended
                                                                    December 31,
                                                                  2012         2011
Income from continuing operations                             $   161.4      $ 183.3
Non-operating pension costs                                        19.7          8.8
Tax effect of non-operating pension costs                          (7.2 )       (3.1 )
Adjusted Income                                               $   173.9      $ 189.0

Diluted EPS from continuing operations                        $    1.14      $  1.27
Non-operating pension costs per diluted share, before tax          0.14         0.06
Tax effect of non-operating pension costs per diluted share       (0.05 )      (0.02 )
Adjusted EPS                                                  $    1.23      $  1.31

Effective tax rate                                                 25.7 %       24.5 %
Tax effect of non-operating pension costs                           0.9 %        0.4 %
Adjusted Effective Tax Rate                                        26.6 %       24.9 %

                           ROCKWELL AUTOMATION, INC.



2013 First Quarter Compared to 2012 First Quarter

                                                  Three Months Ended
                                                     December 31,
(in millions, except per share amounts)      2012         2011       Change
Sales                                     $ 1,489.2    $ 1,473.9    $ 15.3
Income before income taxes                    217.2        242.9     (25.7 )
Diluted EPS                                    1.14         1.27     (0.13 )
Adjusted EPS                                   1.23         1.31     (0.08 )

Sales
Our sales increased 1 percent in the three months ended December 31, 2012 compared to the three months ended December 31, 2011. Organic sales increased 1.5 percent, and currency translation reduced sales by less than 1 percentage point in the three months ended December 31, 2012. Sales in our solutions and services businesses grew approximately 2 percent in the three months ended December 31, 2012. Product sales grew approximately 1 percent in the three months ended December 31, 2012. Pricing contributed less than 1 percentage point to growth during the period.
The tables below present our sales, attributed to the geographic regions based upon country of destination, for the three months ended December 31, 2012 and the change from the same period a year ago (in millions, except percentages):

                                                                                     Change in
                                                                                   Organic Sales
                                                                 Change vs.             vs.
                                                                Three Months       Three Months
                                        Three Months Ended     Ended December     Ended December
                                         December 31, 2012        31, 2011           31, 2011
United States                           $           761.1                6  %                6  %
Canada                                              106.3                1  %               (2 )%
Europe, Middle East and Africa                      296.1               (6 )%               (2 )%
Asia-Pacific                                        197.4               (7 )%               (9 )%
Latin America                                       128.3                4  %                7  %
Total Sales                             $         1,489.2                1  %              1.5  %

• Organic sales growth in the United States was driven primarily by transportation and oil and gas industries, as consumer industries lagged the region growth rate.

• EMEA's organic sales declined due to flat OEM demand and lower beginning solutions backlog. EMEA emerging markets saw strong double-digit organic growth.

• Asia-Pacific organic sales declined due to significant declines in China and India, partially offset by sales growth in the balance of the region.

• Organic sales growth in Latin America was led by strong growth in Brazil.

2013 First Quarter Compared to 2012 First Quarter - (Continued)

Income before Income Taxes
Income before income taxes decreased 11 percent in the three months ended December 31, 2012, primarily due to declines in segment operating earnings and higher non-operating pension costs. Total segment operating margin was 18.5 percent in the three months ended December 31, 2012 compared to an unusually strong margin of 19.8 percent in the three months ended December 31, 2011. Operating earnings and margin declined as increased spending related to annualization of fiscal 2012 investments, operating pension costs and employee compensation outpaced volume increases. These factors had a similar impact on operating margins in both segments.

Income Taxes
The effective tax rate in the first quarter of 2013 was 25.7 percent compared to
24.5 percent in the first quarter of 2012. Our Adjusted Effective Tax Rate in
the first quarter of 2013 was 26.6 percent compared to 24.9 percent in the first
quarter of 2012. The increase in the Adjusted Effective Tax Rate was primarily
due to the year-over-year decrease in the use of foreign tax credits.

Architecture & Software
                                           Three Months Ended
                                              December 31,
(in millions, except percentages)     2012        2011       Change
Sales                               $ 657.5     $ 650.5     $  7.0
Segment operating earnings            183.2       189.2       (6.0 )
Segment operating margin               27.9 %      29.1 %     (1.2 ) pts

Sales
Architecture & Software sales increased 1 percent in the three months ended December 31, 2012 compared to the three months ended December 31, 2011. Year-over-year organic sales increased 2 percent and currency translation reduced sales by 1 percentage point in the three months ended December 31, 2012. Logix organic sales increased 5 percent, while currency translation reduced sales by 1 percentage point in the three months ended December 31, 2012. The United States was the best performing region for the segment in the quarter, reporting year-over-year organic sales growth above the segment average rate of increase. The balance of the regions reported sales declines in the three months ended December 31, 2012.
Operating Margin
Architecture & Software segment operating earnings were down 3 percent in the three months ended December 31, 2012 compared to the three months ended December 31, 2011. Segment operating margin was 27.9 percent in the three months ended December 31, 2012, down from an unusually strong margin of 29.1 percent a year ago. Operating margin was up 2.7 points sequentially.

                           ROCKWELL AUTOMATION, INC.


2013 First Quarter Compared to 2012 First Quarter - (Continued)

Control Products & Solutions
                                           Three Months Ended
                                              December 31,
(in millions, except percentages)     2012        2011       Change
Sales                               $ 831.7     $ 823.4     $  8.3
Segment operating earnings             92.8       102.7       (9.9 )
Segment operating margin               11.2 %      12.5 %     (1.3 ) pts

Sales
Control Products & Solutions year-over-year sales increased 1 percent in the three months ended December 31, 2012. Acquisitions and currency translation had a minimal impact.
Latin America was the best performing region for the segment with double digit year-over-year organic sales growth in the three months ended December 31, 2012. The United Sales organic sales growth was also above the segment average rate of increase. The balance of the regions reported sales declines in the three months ended December 31, 2012.
Operating Margin
Control Products & Solutions segment operating earnings were down 10 percent in the three months ended December 31, 2012. Segment operating margin declined from 12.5 percent in the three months ended December 31, 2011 to 11.2 percent in the three months ended December 31, 2012.

                           ROCKWELL AUTOMATION, INC.



Financial Condition
The following is a summary of our cash flows from operating, investing and
. . .