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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rockwell Automation Inc | NYSE:ROK | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-5.35 | -1.93% | 272.04 | 282.52 | 263.51 | 270.00 | 2,383,399 | 01:00:00 |
☑
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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
|
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 2
nd
Street, Milwaukee, Wisconsin 53204
|
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
Page No.
|
|
|
|
|
FINANCIAL STATEMENTS:
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL SCHEDULE:
|
|
|
|
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year),
December 31, 2015
|
|
|
|
|
|
EXHIBIT:
|
|
|
|
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Investment in Master Trust, at fair value (Note 3)
|
|
$
|
2,607,959,328
|
|
|
$
|
2,766,916,355
|
|
Receivables
|
|
|
|
|
||||
Notes receivable from participants
|
|
19,271,491
|
|
|
18,956,751
|
|
||
Employer contributions
|
|
8,637,934
|
|
|
7,558,871
|
|
||
Total receivables
|
|
27,909,425
|
|
|
26,515,622
|
|
||
Total assets
|
|
2,635,868,753
|
|
|
2,793,431,977
|
|
||
Adjustment from fair value to contract value for interest in Master Trust relating to fully benefit-responsive investment contracts
|
|
(4,552,819
|
)
|
|
(8,808,901
|
)
|
||
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
2,631,315,934
|
|
|
$
|
2,784,623,076
|
|
|
|
2015
|
|
2014
|
||||
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
|
|
$
|
2,784,623,076
|
|
|
$
|
2,746,914,249
|
|
ADDITIONS:
|
|
|
|
|
||||
Income (loss):
|
|
|
|
|
||||
Interest in income (loss) of Master Trust
|
|
(23,684,904
|
)
|
|
140,298,487
|
|
||
Interest on notes receivable from participants
|
|
807,445
|
|
|
766,261
|
|
||
Total income (loss)
|
|
(22,877,459
|
)
|
|
141,064,748
|
|
||
Contributions:
|
|
|
|
|
||||
Employer
|
|
27,458,380
|
|
|
26,397,613
|
|
||
Employee
|
|
75,988,871
|
|
|
74,757,941
|
|
||
Other
|
|
5,930
|
|
|
24,589
|
|
||
Total contributions
|
|
103,453,181
|
|
|
101,180,143
|
|
||
Total additions
|
|
80,575,722
|
|
|
242,244,891
|
|
||
DEDUCTIONS:
|
|
|
|
|
||||
Payments to participants or beneficiaries
|
|
231,386,240
|
|
|
202,553,305
|
|
||
Administrative expenses
|
|
2,496,624
|
|
|
1,982,759
|
|
||
Total deductions
|
|
233,882,864
|
|
|
204,536,064
|
|
||
NET (DECREASE) INCREASE
|
|
(153,307,142
|
)
|
|
37,708,827
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
|
$
|
2,631,315,934
|
|
|
$
|
2,784,623,076
|
|
1.
|
DESCRIPTION OF THE PLAN
|
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”).
|
b.
|
Participation
- The Plan provides that eligible employees electing to become participants may contribute up to a maximum of 50% of base compensation, as defined in the Plan document. However, contributions by highly compensated participants are limited to 16% of the participant’s base compensation. Participant contributions can be made either before or after United States federal taxation of a participant’s base compensation. Participants have an option to contribute to a traditional pre-tax option, traditional after-tax option, Roth 401(k) after-tax option, or a combination of the three.
|
Age + Years of
Service
|
|
Company Contribution in
% of Compensation
|
< 40
|
|
3%
|
40 to 59
|
|
4%
|
60 to 79
|
|
5%
|
80 +
|
|
7%
|
c.
|
Investment Elections -
Participants may contribute to any or all of the funds that are available for investments 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 Pyramis Index Lifecycle Funds, based on the participant’s projected retirement date. Participants can elect to use the investment services of an independent investment advisor (Financial Engines, Inc.). Financial Engines, Inc. offers two services - online advice for no direct fee and professional management for a fee. The professional management option allows Financial Engines, Inc. to direct the allocation of the balance in the individual participant’s account among the various investment options offered by the Plan. Participants can opt out of the Financial Engines, Inc. programs or change their investment options at any time through the Trustee.
|
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 losses from investments, as the case may be, with the number of units properly attributable to each participant.
|
e.
|
Vesting
- Each participant is fully vested at all times in the portion of the participant’s account that relates to the participant’s contributions and earnings thereon. Rockwell Automation’s matching contributions, non-elective contributions and earnings are 100% vested after the participant has completed three years of vesting service, attains the age of 65, or dies while an employee of Rockwell Automation, as defined in the Plan document.
|
f.
|
Notes Receivable From Participants
- 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 participant’s highest outstanding loan balance during the 12 month period before the date of the loans, or 50% of the participant’s vested account balance less any outstanding loans) from the balance of the participant’s account. Loans are secured by the remaining balance in the participant’s account. Interest is charged at a rate equal to the prime rate plus 1% as of the last day of the month before the loan is requested. 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 (certain historical loans may have terms in excess of 120 months). Payments of principal and interest are credited to the participant’s account. Participants may have up to two outstanding loans at any time from the Plan.
|
g.
|
Forfeitures
- When certain terminations of participation in the Plan occur, the nonvested portion of the participant’s account represents a forfeiture, as defined in the Plan document. Forfeitures remain in the Plan and subsequently are used to reduce Rockwell Automation’s 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 participant’s account will be restored. As of December 31,
2015
and
2014
, forfeited nonvested accounts totaled
$102,226
and
$525,128
, respectively. During the years ended December 31,
2015
and
2014
, Rockwell Automation’s contributions were reduced by
$1,450,000
and
$950,000
, respectively, from forfeited nonvested accounts.
|
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 participant’s employer contribution account will be fully vested. Benefits under the Plan will be provided solely from Plan assets.
|
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.
|
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 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. If available, quoted market prices are used to value investments. Quoted market prices are based on the last reported sales price on the last business day of the year; securities traded on the over-the-counter market and listed securities for which no sale was reported on that date are valued at bid quotations. In instances where quoted market prices are not available, securities are stated at fair value as determined by independent investment brokerage firms and insurance companies. 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.
|
b.
|
Notes Receivable From Participants
– Notes receivable from participants are valued at their unpaid principal balance plus any accrued interest.
|
c
.
|
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;
|
•
|
Quoted prices for identical or similar assets or liabilities in inactive markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability;
|
•
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
d.
|
Use of Estimates
- Estimates and assumptions made by the Plan’s 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.
|
e.
|
Payment of Benefits
- Benefits are recorded when paid.
|
f.
|
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.
|
g.
|
Subsequent Events –
Management has evaluated the impact of all subsequent events through
June 8, 2016
, the date the Plan’s financial statements were available to be issued, and determined that all subsequent events have been appropriately recognized and disclosed in the accompanying financial statements.
|
3.
|
MASTER TRUST
|
|
|
2015
|
|
2014
|
||||
Investments:
|
|
|
|
|
||||
Mutual funds
|
|
$
|
1,528,672
|
|
|
$
|
95,339,504
|
|
Lifecycle commingled pools
|
|
627,935,654
|
|
|
673,394,399
|
|
||
Common collective trusts
|
|
699,208,353
|
|
|
598,521,436
|
|
||
Separate account funds
|
|
1,218,991,171
|
|
|
1,340,143,881
|
|
||
Brokerage accounts
|
|
64,287,989
|
|
|
63,429,627
|
|
||
Total investments at fair value
|
|
2,611,951,839
|
|
|
2,770,828,847
|
|
||
Accrued fees
|
|
(69,359
|
)
|
|
(89,697
|
)
|
||
Net assets at fair value
|
|
2,611,882,480
|
|
|
2,770,739,150
|
|
||
Adjustment from fair value to contract value
|
|
|
|
|
||||
for fully benefit-responsive investment contracts
|
|
(4,560,199
|
)
|
|
(8,820,305
|
)
|
||
Net assets
|
|
$
|
2,607,322,281
|
|
|
$
|
2,761,918,845
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Brokerage accounts:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
9,627,996
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,627,996
|
|
Common stocks
|
|
21,611,795
|
|
|
—
|
|
|
—
|
|
|
21,611,795
|
|
||||
Mutual funds
|
|
32,456,119
|
|
|
—
|
|
|
—
|
|
|
32,456,119
|
|
||||
Other
|
|
592,079
|
|
|
—
|
|
|
—
|
|
|
592,079
|
|
||||
Total brokerage accounts
|
|
64,287,989
|
|
|
—
|
|
|
—
|
|
|
64,287,989
|
|
||||
Separate account funds:
|
|
|
|
|
|
|
|
|
||||||||
Rockwell Automation Stock Fund
|
|
271,495,881
|
|
|
—
|
|
|
—
|
|
|
271,495,881
|
|
||||
Stable Value Fund
|
|
—
|
|
|
—
|
|
|
442,313,178
|
|
|
442,313,178
|
|
||||
Other funds
|
|
505,182,112
|
|
|
—
|
|
|
—
|
|
|
505,182,112
|
|
||||
Total separate account funds
|
|
776,677,993
|
|
|
—
|
|
|
442,313,178
|
|
|
1,218,991,171
|
|
||||
Mutual funds
|
|
1,528,672
|
|
|
—
|
|
|
—
|
|
|
1,528,672
|
|
||||
Lifecycle commingled pools
|
|
—
|
|
|
627,935,654
|
|
|
—
|
|
|
627,935,654
|
|
||||
Common collective trusts
|
|
—
|
|
|
699,208,353
|
|
|
—
|
|
|
699,208,353
|
|
||||
|
|
$
|
842,494,654
|
|
|
$
|
1,327,144,007
|
|
|
$
|
442,313,178
|
|
|
$
|
2,611,951,839
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Brokerage accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
|
$
|
8,778,084
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,778,084
|
|
Common stocks
|
|
20,027,599
|
|
|
—
|
|
|
—
|
|
|
20,027,599
|
|
||||
Mutual funds
|
|
33,400,570
|
|
|
—
|
|
|
—
|
|
|
33,400,570
|
|
||||
Other
|
|
1,223,374
|
|
|
—
|
|
|
—
|
|
|
1,223,374
|
|
||||
Total brokerage accounts
|
|
63,429,627
|
|
|
—
|
|
|
—
|
|
|
63,429,627
|
|
||||
Separate account funds:
|
|
|
|
|
|
|
|
|
||||||||
Rockwell Automation Stock Fund
|
|
310,050,685
|
|
|
—
|
|
|
—
|
|
|
310,050,685
|
|
||||
Stable Value Fund
|
|
—
|
|
|
—
|
|
|
466,962,510
|
|
|
466,962,510
|
|
||||
Other funds
|
|
563,130,686
|
|
|
—
|
|
|
—
|
|
|
563,130,686
|
|
||||
Total separate account funds
|
|
873,181,371
|
|
|
—
|
|
|
466,962,510
|
|
|
1,340,143,881
|
|
||||
Mutual funds
|
|
95,339,504
|
|
|
—
|
|
|
—
|
|
|
95,339,504
|
|
||||
Lifecycle commingled pools
|
|
—
|
|
|
673,394,399
|
|
|
—
|
|
|
673,394,399
|
|
||||
Common collective trusts
|
|
—
|
|
|
598,521,436
|
|
|
—
|
|
|
598,521,436
|
|
||||
|
|
$
|
1,031,950,502
|
|
|
$
|
1,271,915,835
|
|
|
$
|
466,962,510
|
|
|
$
|
2,770,828,847
|
|
|
|
Separate Account Fund – Stable Value Fund
|
|
Separate Account Fund – Stable Value Fund
|
||||
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Balance, beginning of year
|
|
$
|
466,962,510
|
|
|
$
|
503,118,958
|
|
Change in adjustment to fair value from contract value
|
|
(4,260,106
|
)
|
|
(1,388,531
|
)
|
||
Sales
|
|
(131,287,497
|
)
|
|
(153,219,177
|
)
|
||
Purchases
|
|
103,620,663
|
|
|
111,118,443
|
|
||
Interest
|
|
8,018,840
|
|
|
7,840,063
|
|
||
Fees
|
|
(741,232
|
)
|
|
(507,246
|
)
|
||
Balance, end of year
|
|
$
|
442,313,178
|
|
|
$
|
466,962,510
|
|
|
|
2015
|
|
2014
|
||||
Interest
|
|
$
|
10,250,281
|
|
|
$
|
10,049,786
|
|
Dividends
|
|
7,177,696
|
|
|
7,794,044
|
|
||
Net (depreciation) appreciation in fair value of investments:
|
|
|
|
|
||||
Mutual funds
|
|
(708,374
|
)
|
|
(6,665,428
|
)
|
||
Lifecycle commingled pools
|
|
(6,261,597
|
)
|
|
38,633,880
|
|
||
Common collective trusts
|
|
5,493,523
|
|
|
45,385,838
|
|
||
Separate account funds
|
|
(35,511,350
|
)
|
|
45,077,194
|
|
||
Brokerage accounts
|
|
(4,150,992
|
)
|
|
163,007
|
|
||
Net investment (loss) income
|
|
$
|
(23,710,813
|
)
|
|
$
|
140,438,321
|
|
Description of Investment
|
|
2015
|
|
2014
|
||||
Stable Value Fund
|
|
$
|
442,313,178
|
|
|
$
|
466,962,510
|
|
Diversified Fund
|
|
396,327,371
|
|
|
443,602,516
|
|
||
Rockwell Automation Stock Fund
|
|
271,495,881
|
|
|
310,050,685
|
|
||
Northern Trust S&P 500 Index Fund
|
|
352,186,636
|
|
|
355,020,598
|
|
||
Northern Trust Aggregate Bond Index Fund
|
|
146,991,383
|
|
|
142,364,665
|
|
||
Pyramis Index Lifecycle 2020 Class W
|
|
136,201,809
|
|
|
150,164,547
|
|
||
Pyramis Index Lifecycle 2025 Class W
|
|
138,076,301
|
|
|
145,108,798
|
|
4.
|
NON-PARTICIPANT DIRECTED INVESTMENTS
|
|
|
2015
|
|
2014
|
||||
Net Assets, Beginning of Year *
|
|
$
|
219,732,504
|
|
|
$
|
262,445,252
|
|
Changes in net assets:
|
|
|
|
|
||||
Contributions
|
|
20,274,626
|
|
|
19,803,548
|
|
||
Dividends
|
|
5,024,000
|
|
|
4,924,688
|
|
||
Net depreciation in fair value
|
|
(15,086,107
|
)
|
|
(12,508,249
|
)
|
||
Benefits paid to participants
|
|
(14,088,580
|
)
|
|
(13,972,389
|
)
|
||
Administrative expenses
|
|
(19,217
|
)
|
|
(17,340
|
)
|
||
Transfers
|
|
(24,937,796
|
)
|
|
(40,947,669
|
)
|
||
Adjustments
|
|
638
|
|
|
4,663
|
|
||
Total changes in net assets
|
|
(28,832,436
|
)
|
|
(42,712,748
|
)
|
||
Net Assets, End of Year *
|
|
$
|
190,900,068
|
|
|
$
|
219,732,504
|
|
*
|
These net assets are included in the Rockwell Automation Stock Fund in the Master Trust.
|
5.
|
TAX STATUS
|
6.
|
RELATED-PARTY TRANSACTIONS
|
7.
|
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
|
|
|
2015
|
|
2014
|
||||
Net assets available for benefits reported in the financial statements
|
|
$
|
2,631,315,934
|
|
|
$
|
2,784,623,076
|
|
Adjustment from contract value to fair value for interest in Master Trust relating to fully benefit-responsive investment contracts
|
|
4,552,819
|
|
|
8,808,901
|
|
||
Net assets reported on Form 5500
|
|
$
|
2,635,868,753
|
|
|
$
|
2,793,431,977
|
|
|
|
|
|
|
|
|
||
|
2015
|
||
Net decrease in net assets available for benefits reported in the financial statements
|
$
|
(153,307,142
|
)
|
Adjustment from contract value to fair value for interest in Master Trust relating to fully benefit-responsive investment contracts
|
(4,256,082
|
)
|
|
Net loss as reported on Form 5500
|
$
|
(157,563,224
|
)
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||
|
|
Identity of Issuer,
Borrower, Lessor or Similar Party |
|
Description of Investment
Including Collateral, Rate of Interest, Maturity Date, Par or Maturity Value |
|
Cost
|
|
Current
Value
|
||||
*
|
|
Fidelity Management
Trust Company |
|
Rockwell Automation, Inc. Defined Contribution Master Trust
|
|
$
|
2,211,449,873
|
|
|
$
|
2,607,959,328
|
|
*
|
|
Various
|
|
Loans from participants; rates ranging between 4.25% and 9.25%, due 2016 to 2033
|
|
—
|
|
|
19,271,491
|
|
||
|
|
Total assets (held at end of year)
|
|
|
|
$
|
2,211,449,873
|
|
|
$
|
2,627,230,819
|
|
*
|
Party-in-interest
|
|
|
|
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
|
||
|
|
|
By
|
|
/s/ Teresa E. Carpenter
|
|
|
Teresa E. Carpenter
|
|
|
Plan Administrator
|
1 Year Rockwell Automation Chart |
1 Month Rockwell Automation Chart |
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