þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Page No. | ||||
1 | ||||
FINANCIAL STATEMENTS: |
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2 | ||||
3 | ||||
4 | ||||
SUPPLEMENTAL SCHEDULE: |
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14 | ||||
15 | ||||
EXHIBIT: |
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16 | ||||
2009 | 2008 | |||||||
ASSETS |
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INVESTMENTS: |
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Master Trust (Note 3) |
$ | 34,958,928 | $ | 33,266,325 | ||||
Participant Loans |
256,689 | 372,787 | ||||||
Total investments at fair value |
35,215,617 | 33,639,112 | ||||||
Adjustment from fair value to contract value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
(280,489 | ) | 327,831 | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 34,935,128 | $ | 33,966,943 | ||||
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2009 | 2008 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR |
$ | 33,966,943 | $ | 42,044,381 | ||||
ADDITIONS: |
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Income from investments: |
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Interest in income of Master Trust |
3,513,313 | | ||||||
Interest on Participant Loans |
22,005 | 33,610 | ||||||
Total income from investments |
3,535,318 | 33,610 | ||||||
Contributions: |
||||||||
Employer |
262,351 | 322,538 | ||||||
Employee |
1,416,291 | 1,799,050 | ||||||
Total contributions |
1,678,642 | 2,121,588 | ||||||
Total additions |
5,213,960 | 2,155,198 | ||||||
DEDUCTIONS: |
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Loss from investments: |
||||||||
Interest in loss of Master Trust |
| 5,050,759 | ||||||
Payments to participants or beneficiaries |
4,245,775 | 5,182,526 | ||||||
Total deductions |
4,245,775 | 10,233,285 | ||||||
NET INCREASE (DECREASE) BEFORE TRANSFERS |
968,185 | (8,078,087 | ) | |||||
NET TRANSFERS BETWEEN AFFILIATED PLANS |
| 649 | ||||||
NET INCREASE (DECREASE) |
968,185 | (8,077,438 | ) | |||||
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR |
$ | 34,935,128 | $ | 33,966,943 | ||||
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1. | DESCRIPTION OF THE PLAN |
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The following brief description of the Rockwell Automation Savings and Investment Plan for
Represented Hourly Employees (the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for more complete information. |
a. | General - The Plan is a defined contribution savings plan covering all represented
hourly employees of Rockwell Automation, Inc. and its subsidiaries (Rockwell
Automation) who elect to participate in the Plan and who are employees at a Rockwell
Automation location to which participation has been extended. The Rockwell Automation
Employee Benefit Plan Committee and the Plan Administrator control and manage the
operation and administration of the Plan. Fidelity Management Trust Company (the
Trustee) is the trustee of the Rockwell Automation, Inc. Defined Contribution Master
Trust (the Master Trust). 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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Participants in the Plan may invest in a suite of twelve lifestyle mutual funds, nine core
investment options and a brokerage option. In addition, the Rockwell Automation Stock
Fund was available in 2009 and 2008 and is specific to the Plan. |
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b. | 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 the participants base compensation. However, pre-tax contributions
by highly compensated participants are limited to 12% of base compensation. In addition,
highly-compensated participants may contribute up to an additional 4% on an after-tax
basis. |
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Rockwell Automation contributes an amount equal to 50% of the first 5% of base
compensation contributed by the participant. Rockwell Automation contributions are made
to the Stable Value Fund (as defined below). Participants may transfer a portion or all
of their holdings in the Stable Value Fund to one or more of the other investment funds at
any time. |
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c. | 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 are made to one of the Fidelity Freedom Funds, based on
the participants date of birth. |
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d. | 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. | 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. Vesting in the employer contribution portion of a participants account plus
actual earnings thereon is based on the vesting schedule described in the Plan document.
A participant is 100% vested after 60 months of vesting service. |
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f. | 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% at inception date of the loan. 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 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 a time from the Plan. |
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g. | 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. As of December
31, 2009 and 2008, forfeited nonvested accounts totaled $35,752 and $34,685, respectively.
During the years ended December 31, 2009 and 2008, Rockwell Automations contributions
were reduced by $0 and $6,163, respectively, from forfeited nonvested accounts. |
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h. | 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 and to suspend contributions to the Plan in accordance with ERISA. If 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. | Withdrawals and Distributions An active participant may withdraw certain amounts
up to their entire vested interest when the participant attains the age of 59-1/2. An
active participant also may withdraw certain amounts when financial hardship is
demonstrated. Participant vested amounts are payable upon retirement, death or other
termination of employment. |
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j. | Expenses - Plan fees and expenses, including fees and expenses associated with the provision of
administrative services by external service providers, are paid by Rockwell Automation. |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
a. | Valuation of Investments - The Plan has an interest in the assets of the Master
Trust. The net assets of the Master Trust are stated at fair value. Benefit responsive
investment contracts held in the Master Trust are then adjusted and stated at contract
value. 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 |
- 5 -
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 (the
Stable Value Fund) held by the Master Trust. The Statements of Net Assets Available
for Benefits present 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. The Statements of Changes in Net
Assets Available for Benefits are presented on a contract value basis. |
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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 dividend payable date.
The loan fund is stated at cost, which approximates fair value. |
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b. | Fair Value Measurements Accounting Standards Codification (ASC) Topic 820
establishes a framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurements) and the lowest priority to
unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy
under ASC Topic 820 are described below: |
| Quoted prices for similar assets or liabilities in active
markets; |
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| Quoted prices for identical or similar assets or liabilities in
inactive markets; |
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| Inputs other than quoted prices that are observable for the asset
or liability; |
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| Inputs that are derived principally from or corroborated by
observable market data by correlation or other means. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation
techniques used need to maximize the use of observable inputs and minimize the use of
unobservable inputs. |
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Following is a description of the valuation methodologies used for the Plans non-Master
Trust related investments measured at fair value. There have been no changes in the
methodologies used at December 31, 2009 and 2008. |
- 6 -
Participant Loans: Valued at amortized cost plus accrued interest, which approximates fair
value. |
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The following tables set forth by level, within the fair value hierarchy, the Plans
non-Master Trust related investments at fair value as of December 31, 2009 and 2008: |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Participant Loans |
$ | | $ | | $ | 256,689 | $ | 256,689 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Participant Loans |
$ | | $ | | $ | 372,787 | $ | 372,787 |
The table below sets forth a summary of changes in the fair value of the Plans non-Master
Trust related level 3 investments for the years ended December 31, 2009 and 2008: |
Participant | Participant | |||||||
Loans | Loans | |||||||
December 31, 2009 | December 31, 2008 | |||||||
Balance, beginning of year |
$ | 372,787 | $ | 633,867 | ||||
New loans issued, interest earned and
repayments-net |
(116,098 | ) | (261,080 | ) | ||||
Balance, end of year |
$ | 256,689 | $ | 372,787 | ||||
c. | 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. | Payment of Benefits - Benefits are recorded when paid. |
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e. | 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. |
||
f. | Subsequent Events Management has evaluated the impact of all subsequent events
through June 22, 2010, the date the Plans financial statements were issued, and
determined that all subsequent events have been appropriately recognized and disclosed in
the accompanying financial statements. |
3. | MASTER TRUST |
|
At December 31, 2009 and 2008, with the exception of the participant loan fund, all of
the Plans investment assets were held in the Master Trust account at the Trustee. Use of
the 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 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. |
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The 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. |
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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. |
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The net assets of the Master Trust at December 31, 2009 and 2008 are summarized as follows: |
2009 | 2008 | |||||||
Money market fund |
$ | 9,470,565 | $ | 18,843,528 | ||||
Cash |
69,111 | 19,928,284 | ||||||
Common stocks |
587,735,446 | 425,956,165 | ||||||
Mutual funds |
788,544,912 | 631,823,559 | ||||||
Brokeragelink accounts |
18,307,519 | 11,040,114 | ||||||
Corporate debt investments |
12,411,311 | 10,117,956 | ||||||
Asset and mortgage backed securities |
19,215,703 | 21,014,503 | ||||||
U.S. government securities |
6,828,368 | 2,987,820 | ||||||
Other fixed income investments |
1,963,222 | 2,274,822 | ||||||
Investments in common collective trusts: |
||||||||
Fidelity U.S. Equity Index Commingled Pool |
83,914,214 | 69,213,365 | ||||||
Mellon Rockwell EB Daily Fund |
22,031,160 | 14,826,301 | ||||||
Stable Value
Fund guaranteed investment contracts |
531,083,774 | 535,052,749 | ||||||
Total investments at fair value |
2,081,575,305 | 1,763,079,166 | ||||||
Accrued income |
252 | 21,929 | ||||||
Accrued fees |
(742,531 | ) | (515,429 | ) | ||||
Pending trades (net) |
(1,282,714 | ) | 529,099 | |||||
Net assets at fair value |
2,079,550,312 | 1,763,114,765 | ||||||
Adjustment from fair value to contract value
for fully benefit-responsive investment contracts |
(6,541,235 | ) | 7,582,493 | |||||
Net assets |
$ | 2,073,009,077 | $ | 1,770,697,258 | ||||
The following is a description of the valuation methodologies used for the Master Trusts
investments measured at fair value. There have been no changes in the methodologies used at
December 31, 2009 and 2008. |
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Money market fund Valued at cost, which approximates the fair value of the net asset value
of shares held at year end. |
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Common stocks Valued at the closing price reported on the active market on which the
individual securities are traded. |
||
Mutual funds Valued at the net asset value of shares held at year end. |
||
Brokeragelink accounts Valued at the most recent closing price reported on the market on
which the individual securities are traded. |
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Corporate debt investments Valued at the most recent closing price reported on the market
on which the individual securities are traded. |
- 8 -
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market fund |
$ | | $ | 9,470,565 | $ | | $ | 9,470,565 | ||||||||
Cash |
69,111 | | | 69,111 | ||||||||||||
Common stocks |
587,735,446 | | | 587,735,446 | ||||||||||||
Mutual funds |
788,544,912 | | | 788,544,912 | ||||||||||||
Brokeragelink
accounts |
| 18,307,519 | | 18,307,519 | ||||||||||||
Corporate debt |
| 12,411,311 | | 12,411,311 | ||||||||||||
Asset and mortgage
backed securities |
| 19,215,703 | | 19,215,703 | ||||||||||||
U.S. government
securities |
6,828,368 | | | 6,828,368 | ||||||||||||
Other fixed income
investments |
| 1,963,222 | | 1,963,222 | ||||||||||||
Common collective
trusts |
| 105,945,374 | 531,083,774 | 637,029,148 | ||||||||||||
Total Master Trust
Investments |
$ | 1,383,177,837 | $ | 167,313,694 | $ | 531,083,774 | $ | 2,081,575,305 | ||||||||
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market fund |
$ | | $ | 18,843,528 | $ | | $ | 18,843,528 | ||||||||
Cash |
19,928,284 | | | 19,928,284 | ||||||||||||
Common stocks |
425,956,165 | | | 425,956,165 | ||||||||||||
Mutual funds |
631,823,559 | | | 631,823,559 | ||||||||||||
Brokeragelink
accounts |
11,040,114 | | | 11,040,114 | ||||||||||||
Corporate debt |
10,117,956 | | | 10,117,956 | ||||||||||||
Asset and mortgage
backed securities |
| 21,014,503 | | 21,014,503 | ||||||||||||
U.S. government
securities |
2,987,820 | | | 2,987,820 | ||||||||||||
Other fixed income
investments |
| 2,274,822 | | 2,274,822 | ||||||||||||
Common collective
trusts |
| 84,039,666 | 535,052,749 | 619,092,415 | ||||||||||||
Total Master Trust
Investments |
$ | 1,101,853,898 | $ | 126,172,519 | $ | 535,052,749 | $ | 1,763,079,166 | ||||||||
Common collective | Common collective | |||||||
trust | trust | |||||||
Stable Value Fund | Stable Value Fund | |||||||
December 31, 2009 | December 31, 2008 | |||||||
Balance, beginning of year |
$ | 535,052,749 | $ | 514,626,720 | ||||
Change in adjustment to fair value from contract
value |
14,123,728 | (10,816,141 | ) | |||||
Purchases, sales, issuances, and settlements, net |
(18,092,703 | ) | 31,242,170 | |||||
Balance, end of year |
$ | 531,083,774 | $ | 535,052,749 | ||||
- 10 -
2009 | 2008 | |||||||
Interest |
$ | 16,249,521 | $ | 24,027,047 | ||||
Dividends |
24,714,876 | 42,879,373 | ||||||
Net appreciation (depreciation) in fair value of investments: |
||||||||
Common stocks |
158,317,629 | (347,052,254 | ) | |||||
Mutual funds |
156,895,589 | (413,135,136 | ) | |||||
Debt investments |
6,192,495 | (6,057,328 | ) | |||||
Investment in common collective trust -
|
||||||||
Fidelity U.S. Equity Index Commingled Pool |
17,351,246 | (41,626,484 | ) | |||||
Mellon Rockwell EB Daily Fund |
4,478,111 | 780,146 | ||||||
Brokeragelink accounts |
3,216,750 | (5,414,903 | ) | |||||
Net investment income (loss) |
$ | 387,416,217 | $ | (745,599,539 | ) | |||
- 11 -
Description of Investment | 2009 | 2008 | ||||||
Stable Value Fund |
$ | 531,083,774 | $ | 535,052,749 | ||||
Rockwell Automation, Inc. common stock |
234,897,476 | 169,637,079 | ||||||
Fidelity International Discovery Fund |
114,588,275 | 90,682,644 | ||||||
Fidelity Freedom 2020 Fund |
120,745,109 | 96,985,757 |
4. | NON-PARTICIPANT DIRECTED INVESTMENTS |
2009 | 2008 | |||||||
Net Assets at Contract Value, Beginning of Year* |
$ | 6,257,149 | $ | 6,461,099 | ||||
Changes in net assets: |
||||||||
Contributions |
256,742 | 321,943 | ||||||
Interest |
180,667 | 284,927 | ||||||
Benefits paid to participants |
(824,909 | ) | (912,190 | ) | ||||
Transfers |
53,846 | 101,370 | ||||||
Total changes in net assets at contract value |
(333,654 | ) | (203,950 | ) | ||||
Net Assets at Contract Value, End of Year* |
$ | 5,923,495 | $ | 6,257,149 | ||||
* | These net assets are included in the Master Trust. |
2009 | 2008 | |||||||
Net Assets, Beginning of Year* |
$ | 139,923 | $ | 254,301 | ||||
Changes in net assets: |
||||||||
Contributions |
467 | |||||||
Dividends |
4,210 | 4,276 | ||||||
Net appreciation (depreciation) |
51,139 | (138,011 | ) | |||||
Benefits paid to participants |
(2,535 | ) | (8,274 | ) | ||||
Transfers |
(22,083 | ) | 27,631 | |||||
Total changes in net assets |
31,198 | (114,378 | ) | |||||
Net Assets, End of Year* |
$ | 171,121 | $ | 139,923 | ||||
* | These net assets are included in the Master Trust. |
5. | TAX STATUS |
- 12 -
6. | RELATED-PARTY TRANSACTIONS |
7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
2009 | 2008 | |||||||
Net assets available for benefits
reported in
the financial statements |
$ | 34,935,128 | $ | 33,966,943 | ||||
Adjustment from contract value to fair value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
280,489 | (327,831 | ) | |||||
Net assets reported on Form 5500 |
$ | 35,215,617 | $ | 33,639,112 | ||||
2009 | ||||
Total additions reported in the financial statements |
$ | 5,213,960 | ||
Adjustment from contract value to fair value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
608,320 | |||
Total income as reported on Form 5500 |
$ | 5,822,280 | ||
- 13 -
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. | Rockwell Automation, Inc. | |||||||||||||
Trust Company | Defined Contribution | $ | 32,092,770 | $ | 34,958,928 | ||||||||||
Master Trust | |||||||||||||||
* |
Various participants | Participant Loans; rates | |||||||||||||
ranging between 4.25% and | |||||||||||||||
9.25%, due 2010 to 2018 | | 256,689 | |||||||||||||
Total assets (held at end of year) | $ | 32,092,770 | $ | 35,215,617 | |||||||||||
* | Party-in-interest. |
- 14 -
By
|
/s/ Teresa E. Carpenter
Plan Administrator |
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