FORM 8-K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 27, 2007 (April 27, 2007)
Rockwell Automation, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12383
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25-1797617 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1201 South Second Street
Milwaukee, Wisconsin 53204
(Address of Principal Executive Offices) (Zip Code)
(414) 382-2000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. Other Events.
Rockwell Automation, Inc. (Rockwell) is filing this Current Report on Form 8-K (this
Form 8-K) to update certain sections included in its Annual Report on Form 10-K for the
fiscal year ended September 30, 2006 (the Form 10-K) for presentation of (i) its former
Dodge mechanical and Reliance Electric motors and motor repair services businesses and its former
ElectroCraft Engineered Solutions business as discontinued operations and (ii) its historical
Control Systems operating segment as two operating segments consistent with those being reported
beginning in Rockwells 2007 fiscal year.
As reported in Rockwells Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2006 (the Form 10-Q), Rockwell (i) announced that it had entered into a
definitive agreement to sell its Dodge mechanical and Reliance Electric motors and motor repair
services businesses on November 7, 2006 and (ii) sold the assets of its ElectroCraft Engineered
Solutions business in March 2006. Rockwell presented these businesses as discontinued operations
in the condensed consolidated financial statements included in the Form 10-Q for all periods
presented in the Form 10-Q. On January 31, 2007, Rockwell completed the sale of its Dodge
mechanical and Reliance Electric motors and motor repair services businesses.
Also as reported in the Form 10-Q, Rockwell realigned its internal management reporting
structure effective October 1, 2006. As a result of this realignment, in the Form 10-Q, Rockwell
began reporting its historical Control Systems operating segment as two new operating segments:
Architecture & Software and Control Products & Solutions.
Rockwells revised selected financial data for the fiscal years ended September 30, 2006,
2005, 2004, 2003 and 2002, audited consolidated financial statements for the fiscal years ended
September 30, 2006, 2005 and 2004 and related Managements Discussion and Analysis of Financial
Condition and Results of Operations, reflecting the presentation of its Dodge mechanical and
Reliance Electric motors and motor repair services businesses and its ElectroCraft Engineered
Solutions business as discontinued operations and its historical Control Systems operating segment
as two operating segments, are filed as Exhibit 99 to this Form 8-K. These new presentations have
no effect on Rockwells reported net income for any reporting period and have no material effect on
Rockwells results of operations or financial condition. The revised sections of the Form 10-K
included in this Form 8-K have not otherwise been updated for events occurring after the date of
the consolidated financial statements, which were originally presented in the Form 10-K. All other
information in the Form 10-K remains unchanged, and has not been updated for events occurring after
September 30, 2006. This Form 8-K should be read in conjunction with the Form 10-K (except for
Items 6, 7 and 8, which are included in this Form 8-K) and Rockwells other periodic reports on
Form 10-Q and Form 8-K.
(Page 2 of 5 Pages)
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Consent of Independent Registered Public Accounting Firm. |
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99 |
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Revised Selected Financial Data, revised Managements Discussion and Analysis
of Financial Condition and Results of Operations and revised Financial Statements and
Supplementary Data (Part II, Items 6, 7 and 8 of Rockwells Annual Report on Form 10-K
for the fiscal year ended September 30, 2006). |
(Page 3 of 5 Pages)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ROCKWELL AUTOMATION, INC.
(Registrant)
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By |
/s/ Douglas M. Hagerman
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Douglas M. Hagerman |
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Senior Vice President, General Counsel
and Secretary |
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Date: April 27, 2007
(Page 4 of 5 Pages)
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
23
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Consent of Independent Registered Public Accounting Firm. |
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99
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Revised Selected Financial Data, revised Managements
Discussion and Analysis of Financial Condition and Results
of Operations and revised Financial Statements and
Supplementary Data (Part II, Items 6, 7 and 8 of Rockwells
Annual Report on Form 10-K for the fiscal year ended
September 30, 2006). |
(Page 5 of 5
Pages)