11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One):
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number 1-12383
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below: Rockwell Automation Retirement Savings Plan For Hourly Employees
B. Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office: Rockwell Automation, Inc., 1201 South 2nd Street,
Milwaukee, Wisconsin 53204
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
TABLE OF CONTENTS
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974
have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Rockwell Automation Retirement Savings Plan
for
Hourly Employees and Participants therein:
We have audited the accompanying statement of net assets available for benefits of the Rockwell
Automation Retirement Savings Plan for Hourly Employees (the Plan) as of December 31, 2006 and
the related statement of changes in net assets available for benefits for the year then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit includes consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2006 and the changes
in net assets available for benefits for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule, as listed in the Table of Contents, is presented for
the purpose of additional analysis and is not a required part of the basic financial statements,
but is supplementary information required by the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plans management. The supplemental schedule has
been subjected to the auditing procedures applied in the audit of the 2006 basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Virchow, Krause & Company, LLP
Milwaukee, Wisconsin
June 20, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Rockwell Automation Retirement Savings Plan
for
Hourly Employees and Participants therein:
We have audited the accompanying statement of net assets available for benefits of the Rockwell
Automation Retirement Savings Plan for Hourly Employees (the Plan) as of December 31, 2005 and
the related statement of changes in net assets available for benefits for the year then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
The Plan is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2005 and the changes in net assets available
for benefits for the year then ended in conformity with accounting principles generally accepted in
the United States of America.
As discussed in Note 2 to the financial statements, the accompanying 2005 financial statements
have been retrospectively adjusted for the adoption of FASB Staff Position (FSP) AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans.
Deloitte & Touche LLP
Milwaukee, Wisconsin
June 23, 2006
(June 15, 2007 as to Notes 2 and 3)
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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ASSETS |
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INVESTMENTS: |
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Defined Contribution Master Trust (Note 3) |
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$ |
85,756,970 |
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$ |
87,443,524 |
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Participant Loans |
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4,309,702 |
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4,828,230 |
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Total investments at fair value |
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90,066,672 |
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92,271,754 |
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Adjustment from fair value to contract value
for interest in Defined Contribution Master Trust
relating to fully benefit-responsive investment contracts |
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374,133 |
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357,036 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
90,440,805 |
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$ |
92,628,790 |
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See notes to financial statements.
- 3 -
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2006 AND 2005
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2006 |
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2005 |
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NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR |
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$ |
92,628,790 |
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$ |
90,183,502 |
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ADDITIONS: |
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Income from investments: |
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Interest in income of Defined Contribution Master Trust |
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6,742,699 |
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8,018,251 |
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Interest |
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283,206 |
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254,286 |
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Total income from investments |
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7,025,905 |
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8,272,537 |
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Contributions: |
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Employer |
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1,248,878 |
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1,215,194 |
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Employee |
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3,497,423 |
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3,396,027 |
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Total contributions |
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4,746,301 |
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4,611,221 |
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Total additions |
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11,772,206 |
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12,883,758 |
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DEDUCTIONS: |
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Payments to participants or beneficiaries |
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13,826,231 |
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8,775,270 |
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Administrative expenses |
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78,066 |
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98,576 |
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Total deductions |
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13,904,297 |
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8,873,846 |
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NET (DECREASE) INCREASE BEFORE TRANSFERS |
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(2,132,091 |
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4,009,912 |
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NET TRANSFERS |
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(55,894 |
) |
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(1,564,624 |
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NET (DECREASE) INCREASE |
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(2,187,985 |
) |
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2,445,288 |
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NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR |
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$ |
90,440,805 |
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$ |
92,628,790 |
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See notes to financial statements.
- 4 -
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006 AND 2005
1. DESCRIPTION OF THE PLAN
The following brief description of the Rockwell Automation Retirement Savings Plan for Hourly
Employees (the Plan) is provided for general information purposes only. Participants should
refer to the Plan document for more complete information.
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a. |
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General - The Plan is a defined contribution savings plan sponsored by Rockwell
Automation, Inc. (Rockwell Automation). The Rockwell Automation Employee Benefit Plan
Committee and the Plan Administrator control and manage the operation and administration
of the Plan. Wells Fargo, N.A. (Wells Fargo) was the trustee of the Rockwell
Automation, Inc. Defined Contribution Master Trust (the Defined Contribution Master
Trust) through June 30, 2005. Effective July 1, 2005, all assets and trustee
responsibilities of the Defined Contribution Master Trust were transferred to Fidelity
Management Trust Company (the Trustee). The assets of the Plan are managed by the
Trustee and several other investment managers. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). |
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Effective July 1, 2005, Rockwell Automation added new investment options, eliminated
certain investment options, and consolidated the Rockwell Automation Stock Funds. The new
investment options include common stock and debt investment options in addition to a mutual
fund brokerage account window. |
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Participants in the Plan could have invested in seventeen investment funds through June 30,
2005. Effective July 1, 2005, the investment options expanded to include a suite of ten
lifestyle mutual funds, ten core investment options and a mutual fund brokerage window. In
addition, the following stock funds were available in 2005 and 2006 and are specific to the
Plan: |
Rockwell Automation Stock Fund A (employer contributions) - Invests principally in the
common stock of Rockwell Automation but may also hold cash and cash equivalents.
Effective July 1, 2005, this fund was combined with Rockwell Automation Stock
Fund B and renamed Rockwell Automation Stock Fund.
Rockwell Automation Stock Fund B (employee contributions) - Invests principally in the
common stock of Rockwell Automation but may also hold cash and cash equivalents.
Effective July 1, 2005, this fund was combined with Rockwell Automation Stock Fund A
and renamed Rockwell Automation Stock Fund.
Boeing
Stock Fund - Invests principally in the common stock of The Boeing Company but
may also hold cash and cash equivalents.
ArvinMeritor
Stock Fund - Invests principally in the common stock of ArvinMeritor,
Inc. but may also hold cash and cash equivalents.
Conexant
Stock Fund - Invests principally in the common stock of Conexant Systems,
Inc. but may also hold cash and cash equivalents.
- 5 -
Exxon
Mobil Stock Fund - Invests principally in the common stock of Exxon Mobil
Corporation but may also hold cash and cash equivalents.
Rockwell
Collins Stock Fund - Invests principally in the common stock of Rockwell
Collins, Inc. but may also hold cash and cash equivalents.
Skyworks Solutions Stock Fund Invests principally in the common stock of Skyworks
Solutions, Inc. but may also hold cash and cash equivalents.
Mindspeed Technology Stock Fund Invests principally in the common stock of Mindspeed
Technologies, Inc. but may also hold cash and cash equivalents.
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The Boeing, ArvinMeritor, Conexant, Exxon Mobil, Rockwell Collins, Skyworks Solutions, and
Mindspeed Technology Stock Funds are closed to any additional employer and employee
contributions. Any dividends on common stock related to employer contributions received
on behalf of these funds were paid to the Rockwell Automation Stock Fund. Any dividends
on common stock related to employee contributions received on behalf of these funds were
paid to the Stable Value Fund. |
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Effective March 31, 2006, Rockwell Automation removed the following closed stock fund
options from the Plan: Boeing Stock Fund, ArvinMeritor Stock Fund, Conexant Stock Fund,
Rockwell Collins Stock Fund, Skyworks Solutions Stock Fund and Mindspeed Technology Stock
Fund. Participants had the option to redirect their investments in these closed stock
funds to any of the available investment options or elect to take a distribution. If a
participant did not take action by March 31, 2006, the participants investments in the
closed stock funds were automatically transferred to a Fidelity Freedom Fund based on the
participants date of birth. The Exxon Mobil Stock Fund, also a closed stock fund, will
be removed as an investment option as of June 29, 2007. If a participant does not take
action by June 29, 2007, the participants investments in the Exxon Mobil Stock Fund, if
any, will be automatically transferred to a Fidelity Freedom Fund based on the
participants date of birth. |
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b. |
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Participation - The Plan provides that eligible employees electing to become
participants may contribute up to a maximum of 25% of base compensation, as defined in the
Plan document. Participant contributions can be made either before or after United States
federal taxation of a participants base compensation. However, pre-tax contributions by
highly compensated participants are limited to 12% of the participants base compensation. |
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Rockwell Automation contributes an amount equal to 50% of the first 6% of base
compensation contributed by the participant. Rockwell Automation contributions are made
to the Rockwell Automation Stock Fund. Participants who are vested may elect to transfer
a portion or all of their holdings in the Rockwell Automation Stock Fund to one or more of
the other investment funds. See also Note 6 related to plan changes. |
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Effective June 2002, the Plan was amended due to the Economic Growth and Tax Relief
Reconciliation Act of 2001, which made provisions for catch-up contributions to 401(k)
plans to give employees who are at least age 50 and older the opportunity to save more for
retirement. Employees must have been at least age 50 at December 31, 2005 to be eligible
to make catch-up contributions in the current year. The 2006 and 2005 employee catch-up
contribution amount allowed was an additional $5,000 and $4,000 in pre-tax contributions,
respectively. |
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c. |
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Investment Elections - Participants may contribute to any or all of the funds that
are available for contributions in 1% increments. Participants may change such investment
elections on a daily basis. If a participant does not have an investment election on
file, contributions were made to the |
- 6 -
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Stable Value Fund through June 30, 2005. Effective
July 1, 2005, contributions are made to one of the Fidelity Freedom Funds, based on the
participants date of birth.
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Participants may invest in the Stable Value Fund, a common collective trust fund, which
invests primarily in benefit-responsive guaranteed investment contracts (GICs) and money
market investments. |
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d. |
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Unit Values - Participants do not own specific securities or other assets in the
various funds, but have an interest therein represented by units valued as of the end of
each business day. However, voting rights are extended to participants in proportion to
their interest in each stock fund and each mutual fund, as represented by common units.
Participants accounts are charged or credited for Plan earnings or loss from investments,
as the case may be, with the number of units properly attributable to each participant. |
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e. |
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Vesting - Each participant is fully vested at all times in the portion of the
participants account that relates to the participants contributions and earnings
thereon. Rockwell Automations matching contributions and earnings are vested after the
participant has completed three years of vesting service. |
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f. |
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Loans - A participant may obtain a loan in an amount as defined in the Plan document
(not less than $1,000 and not greater than the lower of $50,000, reduced by the
participants highest outstanding loan balance during the 12 month period before the date
of the loans, or 50% of the participants vested account balance less any outstanding
loans) from the balance of the participants account. Loans are secured by the remaining
balance in the participants account. Interest is charged at a rate equal to the prime
rate plus 1%. The loans can be repaid through payroll deductions over terms of 12, 24,
36, 48 or 60 months, or up to 120 months for the purchase of a primary residence, or
repaid in full at any time after a minimum of one month. Payments of principal and
interest are credited to the participants account. Participants may have up to two
outstanding loans at any time from the Plan. |
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g. |
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Forfeitures - When certain terminations of participation in the Plan occur, the
nonvested portion of the participants account represents a forfeiture, as defined in the
Plan document. Forfeitures remain in the Plan and subsequently are used to reduce
Rockwell Automations contributions to the Plan in accordance with ERISA. However, if the
participant is re-employed with Rockwell Automation and fulfills certain requirements, as
defined in the Plan document, the participants account will be restored. |
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h. |
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Plan Termination - Although Rockwell Automation has not expressed any current intent
to terminate the Plan, Rockwell Automation has the authority to terminate or modify the
Plan or to suspend contributions to the Plan in accordance with ERISA. In the event that
the Plan is terminated or contributions by Rockwell Automation are discontinued, each
participants employer contribution account will be fully vested. Benefits under the Plan
will be provided solely from Plan assets. |
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i. |
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Withdrawals and Distributions - Active participants may withdraw certain amounts up
to their entire vested interest when the participant attains the age of 59-1/2 or is able
to demonstrate financial hardship. Participant vested amounts are payable upon
retirement, death or other termination of employment. |
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j. |
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Expenses - Plan fees and expenses, including fees and expenses associated with the
provision of administrative services by external service providers, are paid from Plan
assets. |
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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a. |
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New Accounting Pronouncement - As described in Financial Accounting Standards Board
Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment
Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP),
investment contracts held by a defined contribution plan are required to be reported at
fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined contribution plan
attributable to fully benefit-responsive investment contracts because contract value is
the amount participants would receive if they were to initiate permitted transactions
under the terms of the plan. The Plan invests in investment contracts through a common
collective trust held by the Defined Contribution Master Trust. As required by the FSP,
the Statement of Net Assets Available for Benefits presents the fair value of the
investment in the common collective trust as well as the adjustment of the investment in
the common collective trust from fair value to contract value relating to the investment
contracts. Prior year balances have been reclassified accordingly. The Statement of
Changes in Net Assets Available for Benefits is presented on a contract value basis. |
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b. |
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Valuation of Investments - The Plan has an interest in the assets of the Defined
Contribution Master Trust. The assets of the Defined Contribution Master Trust are stated
at fair value, except for the investment in the Stable Value Fund, which is stated at
contract value. Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividends are recorded on the
ex-dividend date. The loan fund is stated at cost that approximates fair value. |
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c. |
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Use of Estimates - Estimates and assumptions made by the Plans management affect the
reported amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of increases
and decreases to Plan assets during the reporting period. Actual results could differ
from those estimates. |
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d. |
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Payment of Benefits - Benefits are recorded when paid. |
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e. |
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Risks and Uncertainties - The Plan invests in various investments. In general,
investments are exposed to various risks, such as interest rate, credit, and overall
market volatility. Due to the level of risk associated with certain investments, it is
reasonably possible that changes in the values of certain investments will occur in the
near term and that such changes could materially affect the amounts reported in the
financial statements. |
3. DEFINED CONTRIBUTION MASTER TRUST
At December 31, 2006 and 2005, with the exception of the participant loan fund, all of the
Plans investment assets were held in the Defined Contribution Master Trust account at the
Trustee. Use of the Defined Contribution Master Trust permits the commingling of the trust
assets of a number of benefit plans of Rockwell Automation and its subsidiaries for investment
and administrative purposes. Although assets are commingled in the Defined Contribution Master
Trust, the Trustee maintains supporting records for the purpose of allocating the net earnings
or loss of the investment accounts to the various participating plans.
The Defined Contribution Master Trust investments are valued at fair value at the end of each
day. If available, quoted market prices are used to value investments. If quoted market
prices are not available, the fair value of investments is estimated primarily by independent
investment brokerage firms and insurance companies.
- 8 -
The net earnings or loss of the accounts for each day are allocated by the Trustee to each
participating plan based on the relationship of the interest of each plan to the total of the
interests of all participating plans.
The net assets of the Defined Contribution Master Trust at December 31, 2006 and 2005 are
summarized as follows:
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2006 |
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2005 |
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Money market funds |
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$ |
23,560,512 |
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$ |
42,987,654 |
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Cash |
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1,763,797 |
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878,749 |
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Common stocks |
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1,290,692,208 |
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1,947,764,881 |
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Mutual funds |
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822,411,845 |
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322,044,256 |
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Brokeragelink accounts |
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10,016,400 |
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4,338,439 |
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Corporate debt investments |
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15,072,367 |
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48,488,390 |
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U.S. government securities |
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30,444,387 |
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9,058,239 |
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Other fixed income investments |
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3,610,587 |
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3,844,480 |
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Investments
in common collective trusts:
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Fidelity U.S. Equity Index Commingled Pool |
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138,482,454 |
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130,213,723 |
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Stable Value Fund
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guaranteed investment contracts |
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574,433,048 |
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617,812,976 |
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Accrued income |
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856,605 |
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1,786,974 |
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Accrued fees |
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(991,334 |
) |
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(1,269,612 |
) |
Pending trades |
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(1,829,037 |
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104,295 |
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Net assets at fair value |
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2,908,523,839 |
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3,128,053,444 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment contracts |
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6,074,950 |
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5,870,086 |
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Net assets |
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$ |
2,914,598,789 |
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$ |
3,133,923,530 |
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The Plan offers a Stable Value Fund option which, through the Defined Contribution Master
Trust, invests primarily in guaranteed investment contracts (GICs) and money market
investments. The GICs are benefit-responsive and are designed to allow the Stable Value Fund
to maintain a constant net asset value (NAV) and to protect the funds in extreme
circumstances. The contracts accrue interest using a formula called the crediting rate. The
contracts use the crediting rate formula to convert market value changes in the covered assets
into income distributions in order to minimize the difference between the market and contract
value of the covered assets over time. Using the crediting rate formula, an estimated future
market value is calculated by compounding the funds current market value at the funds current
yield to maturity for a period equal to the funds duration. The crediting rate is the
discount rate that equates that estimated future market value with the funds current contract
value. Crediting rates are reset quarterly. The contracts provide a guarantee that the
crediting rate will not fall below 0%. The crediting interest rate for the Stable Value Fund
was 4.42% and 4.14% at December 31, 2006 and 2005, respectively. The crediting interest rates
on the underlying investments are reviewed on a quarterly basis for resetting. The average
yield for the years ended December 31, 2006 and 2005 was 4.52% and 4.33%, respectively.
The fair value of the Stable Value Fund equals the fair value of the underlying assets in the
related common collective trust fund reported to the Plan by the Trustee. In determining the
net assets available for benefits, the Stable Value Fund is recorded at contract value. As
provided in the FSP, an investment contract is generally valued at contract value, rather than
fair value, to the extent it is fully benefit-responsive. Contract value represents
contributions made under the contract, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all
or a portion of their investment at contract value. There are currently no reserves against
contract values for credit risk of the contract issuers or otherwise.
- 9 -
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (i) amendments to the Plan documents (including complete or
partial plan termination or merger with another plan); (ii) changes to the Plans prohibition
on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the
plan sponsor or other plan sponsor events (e.g. divestitures or spin-offs of a subsidiary)
which cause a significant withdrawal from the Plan, or (iv) the failure of the trust to qualify
for exemption from federal income taxes or any required prohibited transaction exemption under
Employee Retirement Income Security Act of 1974. The Plan Administrator does not believe that
the occurrence of any such event, which would limit the Plans ability to transact at contract
value with participants, is probable.
An issuer may terminate a contract at any time. In the event that the market value of the
funds covered assets is below their contract value at the time of such termination, the
Trustee may elect to keep the wrap contract in place until such time as the market value of the
funds covered assets is equal to their contract value. A wrap issuer may also terminate a wrap
contract if the Trustees investment management authority over the fund is limited or
terminated as well as if all of the terms of the wrap contract fail to be met. In the event
that the market value of the funds covered assets is below their contract value at the time of
such termination, the terminating wrap provider would not be required to make a payment to the
fund.
The Plans interest in the Stable Value Fund was approximately 6% at December 31, 2006 and
2005.
The net investment income of the Defined Contribution Master Trust for the years ended December
31, 2006 and 2005 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Interest |
|
$ |
27,023,045 |
|
|
$ |
28,518,879 |
|
Dividends |
|
|
49,160,767 |
|
|
|
29,517,117 |
|
Net appreciation in fair value of investments: |
|
|
|
|
|
|
|
|
Common stocks |
|
|
165,836,538 |
|
|
|
248,851,908 |
|
Mutual funds |
|
|
58,593,922 |
|
|
|
27,810,954 |
|
Investment in common collective trust
|
|
|
|
|
|
|
|
|
Fidelity U.S. Equity Index Commingled Pool |
|
|
19,208,879 |
|
|
|
6,148,810 |
|
Brokeragelink accounts |
|
|
1,051,484 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
320,874,635 |
|
|
$ |
340,847,668 |
|
|
|
|
|
|
|
|
The Plans interest in the Defined Contribution Master Trust, as a percentage of net assets
held by the Defined Contribution Master Trust was approximately 3% at December 31, 2006 and
2005. While the Plan participates in the Defined Contribution Master Trust, the investment
portfolio is not ratable among the various participating plans. As a result, those plans with
smaller participation in the common stock funds recognized a disproportionately lesser amount
of net appreciation in 2006 and 2005.
- 10 -
The Defined Contribution Master Trusts investments that exceeded 5% of net assets as of
December 31, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
Description of Investment |
|
2006 |
|
2005 |
Rockwell Automation, Inc. common stock |
|
$ |
622,339,111 |
|
|
$ |
784,609,618 |
|
Rockwell Collins, Inc. common stock |
|
|
|
|
|
|
429,878,867 |
|
Fidelity International Discovery Fund |
|
|
158,982,632 |
|
|
|
|
|
Certain Defined Contribution Master Trust investments are shares of mutual funds managed by
Wells Fargo or Fidelity Management Trust Company. Wells Fargo was the trustee until July 31,
2005, at which time it was transferred to Fidelity. Fidelity is now the trustee and
recordkeeper as defined by the Defined Contribution Master Trust; therefore, these transactions
qualify as party-in-interest transactions. Fees paid by the Defined Contribution Master Trust
for investment management services were included as a reduction of the return earned on each
fund.
At December 31, 2006 and 2005, the Defined Contribution Master Trust held 10,188,918 and
13,262,502 shares, respectively, of common stock of Rockwell Automation, the sponsoring
employer, with a cost basis of $78,473,232 and $92,966,323, respectively, and a fair value of
$622,339,111 and $784,609,618, respectively.
During 2006 and 2005, dividends on Rockwell Automation common stock paid to eligible plan
participants were $10,733,813 and $10,614,199, respectively.
4. NON-PARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes in net assets
relating to the non-participant directed investments in the Rockwell Automation Stock Fund for
the year ended December 31, 2006 and 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Net Assets, Beginning of Year |
|
$ |
15,053,527 |
|
|
$ |
12,922,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net assets: |
|
|
|
|
|
|
|
|
Contributions |
|
|
1,260,410 |
|
|
|
1,218,148 |
|
Dividends |
|
|
229,291 |
|
|
|
69,604 |
|
Net appreciation |
|
|
623,544 |
|
|
|
2,551,154 |
|
Benefits paid to participants |
|
|
(2,070,711 |
) |
|
|
(927,170 |
) |
Administrative expenses |
|
|
(18,237 |
) |
|
|
(16,142 |
) |
Transfers |
|
|
(910,572 |
) |
|
|
(764,197 |
) |
|
|
|
|
|
|
|
Total changes in net assets |
|
|
(886,275 |
) |
|
|
2,131,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Year* |
|
$ |
14,167,252 |
|
|
$ |
15,053,527 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
These net assets are included in the Defined Contribution Master Trust. |
5. TAX STATUS
The Internal Revenue Service has determined and informed Rockwell Automation by letter dated
October 3, 2002, that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code of 1986, as amended (the IRC). The Plan has been
amended since receiving the determination letter. The Plan Administrator believes that the
Plan is currently designed and is being operated in compliance with the applicable provisions
of the IRC and the Plan continues to be tax-exempt. Therefore, no provision for income taxes
has been included in the Plans financial statements.
- 11 -
6. PLAN CHANGES
Effective October 1, 2006, all newly hired employees will be automatically enrolled in the Plan
after 30 days. The initial enrollment contribution will be set at 3% of base pay and will be
invested in a Fidelity Freedom Fund based on the participants date of birth. Participants can
decline participation during the 30 days prior to automatic enrollment and contribution or
investment options can be changed at any time subject to Plan and Rockwell Automation
guidelines.
Also effective October 1, 2006, all participants have the ability to transfer the employer
contribution out of the Rockwell Automation Stock Fund to other available fund options.
Previously, only vested participants could transfer the employer contribution.
7. SUBSEQUENT EVENT
Effective January 31, 2007, Rockwell Automation sold the Dodge mechanical and Reliance
Electric motors and motor repair services businesses. As a result of the sale, all employees
of the divested business were terminated in the Plan and those not fully vested were 100%
vested in the Plan.
8. RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM 5500
Reconciliation
of net assets available for benefits reported in the financial
statements to the net assets reported on line 1(1) of Form 5500
Schedule H, Part I, as of December 31, 2006 is presented below.
|
|
|
|
|
|
2006 |
|
Net assets available
for benefits reported in the financial statements |
|
$ |
90,440,805 |
|
Adjustment
from fair value to contract value for interest in Defined
Contribution Master Trust relating to fully benefit-responsive
investment contracts |
|
|
(374,133 |
) |
|
|
|
|
Net assets
available for benefits reported on Form 5500 |
|
$ |
90,066,672 |
|
|
|
|
|
Reconciliation
of total additions to plan assets reported in the financial
statements to the total income plus transfers reported on line 2(b) of Form 5500
Schedule H, Part II, as of December 31, 2006 is presented below.
|
|
|
|
|
|
|
|
2006 |
|
Total
additions reported in the financial statements |
|
|
|
11,772,206 |
|
Adjustment
from fair value to contract value for interest in Defined
Contribution Master Trust relating to fully benefit-responsive
investment contracts |
|
|
|
(374,133 |
) |
|
|
|
|
|
Total income
plus transfers in as reported on Form 5500 |
|
|
$ |
11,398,073 |
|
|
|
|
|
|
* * * * *
- 12 -
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2006
EIN 25-1797617
PLAN NUMBER 007
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A |
|
Column B |
|
Column C |
|
Column D |
|
|
Column E |
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
|
|
|
Identity of Issuer, |
|
Including Collateral, Rate |
|
|
|
|
|
|
|
|
|
Borrower, Lessor |
|
of Interest, Maturity Date, |
|
|
|
|
|
Fair |
|
|
|
or Similar Party |
|
Par or Maturity Value |
|
Cost |
|
|
Value |
|
* |
|
Fidelity Management |
|
Defined Contribution |
|
|
|
|
|
|
|
|
|
|
Trust Company |
|
Master Trust |
|
$ |
63,942,253 |
|
|
$ |
85,756,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Various |
|
Participant Loans; rates |
|
|
|
|
|
|
|
|
|
|
participants |
|
ranging between 5% and 10.5%, |
|
|
|
|
|
|
|
|
|
|
|
|
due 2007 to 2015 |
|
|
0 |
|
|
|
4,309,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets (held at end of year) |
|
$ |
63,942,253 |
|
|
$ |
90,066,672 |
|
|
|
|
|
|
|
|
|
|
|
|
- 13 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has
duly caused this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR HOURLY EMPLOYEES
|
|
|
|
|
By
|
|
/s/ Teresa E Carpenter
Teresa E Carpenter
|
|
|
|
|
Plan Administrator |
|
|
Date:
June 20, 2007
- 14 -