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 |
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FINANCIAL STATEMENTS: |
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3 | ||||||||
4 | ||||||||
SUPPLEMENTAL SCHEDULE: |
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12 | ||||||||
13 | ||||||||
EXHIBITS: |
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Consent of Independent Registered Public Accounting Firm |
14 | |||||||
EX-99.A: CONSENT |
2005 | 2004 | |||||||
ASSETS |
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INVESTMENTS: |
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Defined Contribution Master Trust (Note 3) |
$ | 43,170,027 | $ | 42,825,049 | ||||
Loan Fund |
738,288 | 765,010 | ||||||
Total investments |
43,908,315 | 43,590,059 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 43,908,315 | $ | 43,590,059 | ||||
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2005 | 2004 | |||||||
NET ASSETS
AVAILABLE FOR BENEFITS, BEGINNING OF YEAR |
$ | 43,590,059 | $ | 39,461,745 | ||||
ADDITIONS: |
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Income from investments: |
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Interest in income of Defined Contribution Master Trust |
2,529,307 | 3,138,269 | ||||||
Interest |
40,543 | 42,425 | ||||||
Total income from investments |
2,569,850 | 3,180,694 | ||||||
Contributions: |
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Employer |
482,401 | 524,240 | ||||||
Employee |
2,238,623 | 2,241,025 | ||||||
Total contributions |
2,721,024 | 2,765,265 | ||||||
Total additions |
5,290,874 | 5,945,959 | ||||||
DEDUCTIONS: |
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Payments to participants or beneficiaries (Note 6) |
4,969,849 | 4,487,727 | ||||||
NET INCREASE BEFORE TRANSFERS |
321,025 | 1,458,232 | ||||||
NET TRANSFERS |
(2,769 | ) | 2,670,082 | |||||
NET INCREASE |
318,256 | 4,128,314 | ||||||
NET ASSETS
AVAILABLE FOR BENEFITS, END OF YEAR |
$ | 43,908,315 | $ | 43,590,059 | ||||
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1. | DESCRIPTION OF THE PLAN | |
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
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. Wells Fargo, N.A. (Wells Fargo) was the trustee of the
Master Trust through June 30, 2005. Effective July 1, 2005, all assets and trustee
responsibilities of the Master Trust were transferred to Fidelity Management Trust
Company. 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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On December 16, 2004, the Plan was amended to reflect the merger of the Rockwell
Automation Savings Plan For Certain Employees into the Plan. Net assets totaling
$3,007,347 were transferred into the Plan. On June 29, 2001, Rockwell Automation
completed the spinoff of its Rockwell Collins avionics and communications business into an
independent, separately traded, publicly held company by distributing all of the
outstanding shares of Rockwell Collins, Inc. (Rockwell Collins) to Rockwell Automations
shareowners on the basis of one Rockwell Collins share for each outstanding Rockwell
Automation share. After the spinoff, participants that were employees of Rockwell Collins
were allowed to elect to transfer their balances to plans established by their employer.
As a result of the spinoff, the Rockwell Automation Savings Plan For Certain Employees was
frozen with contributions no longer made by or on behalf of participants. |
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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, eleven core investment options and a mutual fund
brokerage window. In addition, the following stock funds were available in 2004 and
2005 and are specific to the Plan: |
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The Boeing, ArvinMeritor, Conexant, Rockwell Collins, Skyworks and Mindspeed 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 are paid to the
Rockwell Automation Stock Fund. Any dividends on common stock related to employee
contributions received on behalf of these funds are paid to the Rockwell Automation Stable
Value Managed Fund (the Stable Value Fund). See note 7 for additional information
applicable to these stock funds. |
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b. | Participation - The Plan provides that eligible employees electing to become
participants may contribute on a pre-tax basis up to a maximum of 16% of base compensation
for non-highly compensated participants and up to 12% of base compensation for
highly-compensated participants, as defined in the Plan document. 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 the participant
contribution. Rockwell Automation contributions are made to the Stable Value Fund.
Effective November 2002, participants may transfer employer contributions from the Stable
Value Fund at any time. |
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The former Rockwell Automation Retirement Savings Plan For Certain Employees that was
merged into the Plan was frozen with contributions no longer made by or on behalf of
participants. |
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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 2005 employee catch-up
contribution amount allowed was an additional $4,000 in pre-tax contributions and this
amount will increase by $1,000 each year until 2006 when it will be $5,000. |
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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 were made to the 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 which invests primarily in guaranteed
investment contracts (GICs) and money market investments. The GICs are
benefit-responsive and stated at contract value, which approximates fair value. The
crediting interest rate for the Stable Value Fund was 4.14% and 4.36% at December 31, 2005
and 2004, 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, 2005 and 2004 was 4.33% and 4.70%, respectively. |
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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 Rockwell Automation 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 (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) from the remaining balance of the
participants account. Loans are secured by the 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 after a minimum of 12 months.
Payments of principal and interest are credited to the participants account.
Participants may have up to two outstanding loans at a time (one loan prior to November
2003). |
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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. |
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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 or 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. | 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. | 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 - Investment in the Defined Contribution Master Trust is
stated at fair value except for the benefit-responsive GICs, which are stated at contract
value, which approximates fair value (Note 1c). 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 which
approximates fair value. |
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b. | 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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c. | Payment of Benefits - Benefits are recorded when paid. |
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d. | Risks and Uncertainties - The Plan invests in various investments. Investments, in
general, 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, 2004, with the exception of the participant loan fund, all of the Plans
investment assets were held in a Defined Contribution Master Trust account at Wells Fargo,
N.A. Effective July 1, 2005, Rockwell Automation transferred assets and trustee
responsibility of the Master Trust to Fidelity Management Trust Company. At December 31,
2005, with the exception of the |
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participant loan fund, all of the Plans investment
assets, were held in a Defined Contribution Master Trust (Master Trust) account at
Fidelity Management Trust Company. 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 except for
the benefit-responsive GICs, which are valued at contract value, which approximates fair
value (Note 1c). 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, 2005 and 2004 are summarized as follows: |
2005 | 2004 | |||||||
Money market funds |
$ | 42,987,654 | $ | 37,421,244 | ||||
Cash |
878,749 | | ||||||
Common stocks |
1,947,764,881 | 1,902,170,600 | ||||||
Mutual funds |
322,044,256 | 455,508,743 | ||||||
Brokeragelink account |
4,338,439 | | ||||||
Corporate debt investments |
48,488,390 | | ||||||
U.S. government securities |
9,058,239 | | ||||||
Other fixed income investments |
3,844,480 | | ||||||
Investments
in common collective trusts |
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Fidelity U.S. equity index fund |
130,213,723 | 133,981,640 | ||||||
Rockwell
Stable Value Managed Fund |
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guaranteed investment contracts |
623,683,062 | 613,535,748 | ||||||
Accrued income |
1,786,974 | 612,285 | ||||||
Accrued fees |
(1,269,612 | ) | | |||||
Pending trades |
104,295 | (979,318 | ) | |||||
Net assets |
$ | 3,133,923,530 | $ | 3,142,250,942 | ||||
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The net investment income of the Master Trust for the years ended December 31, 2005 and 2004 is summarized as follows: |
2005 | 2004 | |||||||
Interest |
$ | 28,518,879 | $ | 32,409,174 | ||||
Dividends |
29,517,117 | 31,991,722 | ||||||
Net appreciation in fair value of investments: |
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Common stocks |
248,851,908 | 371,203,744 | ||||||
Mutual funds |
27,810,954 | 26,429,103 | ||||||
Investments in common collective trusts -
Fidelity US Equity Index Fund |
6,148,810 | 13,104,341 | ||||||
Net investment income |
$ | 340,847,668 | $ | 475,138,084 | ||||
The Plans interest in the Master Trust, as a percentage of net assets held by the Master
Trust, was approximately 1% at December 31, 2005 and 2004. While the Plan participates in the
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 2005 and 2004. |
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The Master Trusts investments that exceeded 5% of net assets as of December 31, 2005 and 2004
are as follows: |
Description of Investment | 2005 | 2004 | ||||||
Rockwell Automation, Inc. common stock |
$ | 784,609,618 | $ | 754,857,187 | ||||
Rockwell Collins, Inc. common stock |
429,878,867 | 466,972,321 |
Certain Master Trust investments are shares of mutual funds managed by Wells Fargo or Fidelity
Management Trust Company. Wells Fargo was the trustee for a portion of the year and Fidelity
is now the trustee and recordkeeper as defined by the Master Trust; therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the Master Trust for
investment management services were included as a reduction of the return earned on each fund. |
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At December 31, 2005 and 2004, the Master Trust held 13,262,502 and 15,234,252 shares,
respectively, of common stock of Rockwell Automation, the sponsoring employer, with a cost
basis of $92,966,323 and $99,094,064, respectively, and a market value of $784,609,618 and
$754,857,187, respectively. |
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During 2005 and 2004, dividends on Rockwell Automation common stock paid to eligible plan
participants were $10,614,199 and $10,599,454, respectively. |
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4. | NON-PARTICIPANT DIRECTED INVESTMENTS | |
Information about the net assets and the significant components of the changes in net assets
relating to the Stable Value Fund for the years ended December 31, 2005 and 2004,
respectively, is as follows: |
2005 | 2004 | |||||||
Net Assets, Beginning of Year |
$ | 25,790,964 | $ | 25,411,775 | ||||
Changes in net assets: |
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Contributions |
1,655,165 | 1,768,635 | ||||||
Dividends |
1,363,483 | 1,435,784 | ||||||
Benefits paid to participants |
(2,726,000 | ) | (2,789,925 | ) | ||||
Administrative expenses |
(540 | ) | (615 | ) | ||||
Transfers |
(258,160 | ) | (34,690 | ) | ||||
Total changes in net assets |
33,948 | 379,189 | ||||||
Net Assets, End of Year* |
$ | 25,824,912 | $ | 25,790,964 | ||||
* | These net assets are included in the Master Trust. |
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, 2005 and Rockwell Automation Stock Fund A for the year ended
December 31, 2004, respectively, is as follows: |
2005 | 2004 | |||||||
Net Assets, Beginning of Year |
$ | 244,996 | $ | | ||||
Changes in net assets: |
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Dividends |
1,852 | | ||||||
Net appreciation |
62,954 | 10,663 | ||||||
Benefits paid to participants |
(26,003 | ) | | |||||
Transfers |
27,337 | 234,333 | ||||||
Total changes in net assets |
66,140 | 244,996 | ||||||
Net Assets, End of Year* |
$ | 311,136 | $ | 244,996 | ||||
* | These net assets are included in the 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
and the Plans tax counsel believe that the Plan is currently designed and is being
operated in compliance with the applicable provisions of |
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the IRC and the Plan continues to be tax-exempt. Therefore, no provision for income taxes has
been included in the Plans financial statements. |
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6. | PARTICIPANT WITHDRAWALS | |
In November 2005, Rockwell Collins allowed their employees with an account balance in the Plan
to transfer this account balance to their Rockwell Collins Retirement Savings Plan. These
withdrawals totaled $468,769 in 2005 and are included in Payments to participants or
beneficiaries in the Plan financial statements. |
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7. | SUBSEQUENT EVENTS | |
Effective January 1, 2006, a participant is eligible for employer contributions immediately
upon participation in the plan. Prior to this change, there was a six month waiting period
before an employee was eligible for employer contributions. |
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Effective March 31, 2006, Rockwell Automation removed the following Closed Stock Fund
options from the Plan: ArvinMeritor Stock Fund, Boeing Stock Fund, Conexant Stock Fund,
MindSpeed Technology Stock Fund, Skyworks Solutions Stock Fund and Rockwell Collins Stock Fund.
Participants had the option to redirect their investments in these Closed Stock Funds to any of
the available investment options. If a participant did not take action by March 31, 2006, the
participants investments in the Closed Stock Funds were automatically transferred to the
appropriate Fidelity Freedom Fund based on the participants date of birth. The ExxonMobil
Stock Fund, also a Closed Stock Fund, will be removed as an investment option as of June 29,
2007. |
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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, | Current | ||||||||||
or Similar Party | Par or Maturity Value | Cost | Value | |||||||||
* |
Fidelity Management. Trust Company | Defined Contribution Master Trust | $ | 27,425,860 | $ | 43,170,027 | ||||||
* |
Various participants | Participant Loans; rates ranging between 5% and 10.5%, due 2006 to 2011 | 738,288 | 738,288 | ||||||||
Total assets (held at end of year) | $ | 28,164,148 | $ | 43,908,315 | ||||||||
* | Party-in-interest. |
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By
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/s/ Roger Freitag | |||
Roger Freitag | ||||
Plan Administrator |
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