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) |
$ | 3,819,617 | $ | 4,475,119 | ||||
Participant Loans |
550 | 28,441 | ||||||
Total investments at fair value |
3,820,167 | 4,503,560 | ||||||
Adjustment from fair value to contract value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
(28,730 | ) | 40,606 | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 3,791,437 | $ | 4,544,166 | ||||
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2009 | 2008 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR |
$ | 4,544,166 | $ | 7,130,975 | ||||
ADDITIONS: |
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Income from investments: |
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Interest in income of Master Trust |
465,069 | | ||||||
Interest on Participant Loans |
889 | 2,286 | ||||||
Total income from investments |
465,958 | 2,286 | ||||||
Contributions: |
||||||||
Employer |
13,040 | 19,844 | ||||||
Employee |
118,945 | 152,984 | ||||||
Total contributions |
131,985 | 172,828 | ||||||
Total additions |
597,943 | 175,114 | ||||||
DEDUCTIONS: |
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Loss from investments: |
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Interest in loss of Master Trust |
| 1,023,469 | ||||||
Payments to participants or beneficiaries |
1,330,710 | 1,725,461 | ||||||
Administrative expenses |
19,962 | 12,993 | ||||||
Total deductions |
1,350,672 | 2,761,923 | ||||||
NET DECREASE BEFORE TRANSFERS |
(752,729 | ) | (2,586,809 | ) | ||||
NET TRANSFERS BETWEEN AFFILIATED PLANS |
| | ||||||
NET DECREASE |
(752,729 | ) | (2,586,809 | ) | ||||
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR |
$ | 3,791,437 | $ | 4,544,166 | ||||
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1. | DESCRIPTION OF THE PLAN |
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The following brief description of the Rockwell Automation Retirement Savings 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 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. 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, ten 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 a participants base compensation. However, pre-tax
contributions by highly compensated participants are limited to 12% of the participants
base compensation. In addition, highly compensated participants may contribute up to an
additional 4% on an after-tax basis. |
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The Rockwell Automation matching contribution is 50% of participant contributions up to
the first 5% of the participants base compensation for the Milwaukee IAM Union
participant group. No Rockwell Automation matching contributions are made to the
participant accounts of the Euclid participant group. The Rockwell Automation matching
contributions are made to the Rockwell Automation Stock Fund. Participants may elect to
transfer a portion or all of their holdings in Rockwell Automation Stock Fund to one or
more of the other investment funds. |
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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. Rockwell Automation matching contributions and earnings are vested after the
participant has completed three years 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. |
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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 $5,859
and $5,652, respectively. During the years ended December 31, 2009 and 2008, Rockwell
Automations contributions were reduced by $0 and $413, 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 - Active participants may withdraw certain amounts up
to their entire vested interest when the participant attains the age of 59-1/2. Active
participants may also 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 from Plan
assets. |
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 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. |
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Participant Loans: Valued at amortized cost plus accrued interest, which approximates fair
value. |
- 6 -
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 |
$ | | $ | | $ | 550 | $ | 550 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Participant Loans |
$ | | $ | | $ | 28,441 | $ | 28,441 |
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 |
$ | 28,441 | $ | 35,415 | ||||
New loans issued, interest earned and
repayments-net |
(27,891 | ) | (6,974 | ) | ||||
Balance, end of year |
$ | 550 | $ | 28,441 | ||||
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. |
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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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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: |
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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 | ||||
- 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, Beginning of Year* |
$ | 174,555 | $ | 666,433 | ||||
Changes in net assets: |
||||||||
Contributions |
13,040 | 20,258 | ||||||
Dividends |
4,715 | 8,349 | ||||||
Net appreciation (depreciation) |
44,116 | (269,297 | ) | |||||
Benefits paid to participants |
(58,758 | ) | (160,051 | ) | ||||
Administrative expenses |
(478 | ) | (804 | ) | ||||
Transfers |
(24,140 | ) | (90,333 | ) | ||||
Total changes in net assets |
(21,505 | ) | (491,878 | ) | ||||
Net Assets, End of Year* |
$ | 153,050 | $ | 174,555 | ||||
* | These net assets are included in the Master Trust. |
5. | TAX STATUS |
6. | RELATED-PARTY TRANSACTIONS |
- 12 -
7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
2009 | 2008 | |||||||
Net assets available for benefits
reported in the financial statements |
$ | 3,791,437 | $ | 4,544,166 | ||||
Adjustment from contract value to fair value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
28,730 | (40,606 | ) | |||||
Net assets reported on Form 5500 |
$ | 3,820,167 | $ | 4,503,560 | ||||
2009 | ||||
Total additions reported in the financial statements |
$ | 597,943 | ||
Adjustment from contract value to fair value
for interest in Master Trust relating to
fully benefit-responsive investment contracts |
69,336 | |||
Total income as reported on Form 5500 |
$ | 667,279 | ||
- 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 | |||||||||||
Master Trust | $ | 3,508,234 | $ | 3,819,617 | ||||||||
* |
Various participants | Participant Loans; | ||||||||||
rates ranging between | ||||||||||||
6.75% and 9.25%, | ||||||||||||
due 2010 to 2013 | | 550 | ||||||||||
Total assets (held at end of year) | $ | 3,508,234 | $ | 3,820,167 | ||||||||
* | Party-in-interest |
- 14 -
By
|
/s/ Teresa E. Carpenter | |||
Teresa E. Carpenter | ||||
Plan Administrator |
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