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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 | |
---|---|---|---|---|---|---|---|---|
-3.48 | -1.26% | 271.7542 | 274.10 | 269.30 | 273.27 | 287,192 | 17:49:29 |
☑
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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 1165(e) 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 1165(e) PLAN
|
|
|
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TABLE OF CONTENTS
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Page No.
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2018
|
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2017
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||||
ASSETS
|
|
|
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|
||||
Investments
|
|
|
|
|
||||
Investment in Master Trust, at fair value (Note 3)
|
|
$
|
4,271,815
|
|
|
$
|
5,243,904
|
|
Investment in Master Trust, at contract value (Note 3)
|
|
332,416
|
|
|
433,495
|
|
||
Total investment in Master Trust
|
|
4,604,231
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|
|
5,677,399
|
|
||
Notes receivable from participants
|
|
108,120
|
|
|
82,481
|
|
||
Total assets
|
|
4,712,351
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|
|
5,759,880
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
4,712,351
|
|
|
$
|
5,759,880
|
|
|
|
2018
|
|
2017
|
||||
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
|
|
$
|
5,759,880
|
|
|
$
|
4,651,722
|
|
ADDITIONS:
|
|
|
|
|
||||
Income:
|
|
|
|
|
||||
Interest in (loss) income of Master Trust
|
|
(469,653
|
)
|
|
1,097,804
|
|
||
Interest on notes receivable from participants
|
|
4,152
|
|
|
4,029
|
|
||
Total (loss) income
|
|
(465,501
|
)
|
|
1,101,833
|
|
||
Contributions:
|
|
|
|
|
||||
Employer
|
|
68,393
|
|
|
59,170
|
|
||
Employee
|
|
191,729
|
|
|
156,515
|
|
||
Total contributions
|
|
260,122
|
|
|
215,685
|
|
||
Total additions
|
|
(205,379
|
)
|
|
1,317,518
|
|
||
DEDUCTIONS:
|
|
|
|
|
||||
Payments to participants or beneficiaries
|
|
144,545
|
|
|
209,203
|
|
||
Administrative expenses
|
|
2,994
|
|
|
157
|
|
||
Total deductions
|
|
147,539
|
|
|
209,360
|
|
||
NET (DECREASE) INCREASE BEFORE TRANSFERS
|
|
(352,918
|
)
|
|
1,108,158
|
|
||
NET TRANSFERS BETWEEN AFFILIATED PLANS
|
|
(694,611
|
)
|
|
—
|
|
||
NET (DECREASE) INCREASE
|
|
(1,047,529
|
)
|
|
1,108,158
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
|
$
|
4,712,351
|
|
|
$
|
5,759,880
|
|
1.
|
DESCRIPTION OF THE PLAN
|
a.
|
General
- The Plan is a defined contribution savings plan sponsored by Rockwell Automation, Inc. (“Rockwell Automation”). The Plan covers all employees in Puerto Rico who elect to participate in the Plan. The Rockwell Automation Employee Benefit Plan Committee and the Plan Administrator control and manage the operation and administration of the Plan. Banco Popular de Puerto Rico (the “Trustee”) is the trustee of the Plan. Fidelity Management Trust Company and its affiliates (“Fidelity”) has custody of the Plan’s assets and manages the assets along with several other investment managers. Fidelity is the trustee of the Rockwell Automation, Inc. Defined Contribution Master Trust (the “Master Trust”). 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 Puerto Rico taxation of a participant’s base compensation.
|
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 lifecycle commingled pools, based on the participant’s projected retirement date.
|
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.
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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 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. 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,
2018
and
2017
, forfeited nonvested accounts totaled
$2,231
and
$2,209
, respectively. During the years ended December 31,
2018
and
2017
, there was
no
reduction in Rockwell Automation contributions from forfeited non-vested 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, 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 -
A majority of the Plan fees and expenses, including fees and expenses associated with the provision of administrative services by external service providers, are paid from the Plan assets with the remainder being paid by Rockwell Automation.
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2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
a.
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Valuation of Investments -
Investments are reported at fair value (except for fully benefit-responsive investment contracts, which are reported 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.
|
b.
|
Notes Receivable From Participants -
Notes receivable from participants are valued at their unpaid principal balance plus any accrued interest. No allowance for credit losses has been recorded as of December 31, 2018 and 2017.
|
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; and
|
•
|
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.
|
Recently Issued Accounting Pronouncements -
During February 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-06,
Plan Accounting: Defined Benefit Pensions Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Master Trust Reporting.
The amendments in ASU 2017-06 clarify presentation requirements for a plan’s interest in a master trust. This guidance is effective for fiscal years beginning after December 15, 2018. The adoption of this ASU will not impact the financial statements but will require the master trust disclosures to include the dollar value of the plans interest in each type of investment.
|
h.
|
Subsequent Events -
Management has evaluated the impact of all subsequent events through
June 18, 2019
, 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
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Investments:
|
|
|
|
|
||||
Investments, at fair value
|
|
$
|
2,417,651,342
|
|
|
$
|
2,784,760,882
|
|
Investments, at contract value
|
|
399,708,469
|
|
|
416,797,938
|
|
||
Total investments
|
|
2,817,359,811
|
|
|
3,201,558,820
|
|
||
Accrued fees
|
|
(144,549
|
)
|
|
(138,358
|
)
|
||
Net assets of the Master Trust
|
|
2,817,215,262
|
|
|
3,201,420,462
|
|
||
Less net assets allocated to Rockwell Automation Retirement Savings Plan and W Interconnections, Inc. Employee Savings Plan
|
|
(2,812,611,031
|
)
|
|
(3,195,743,063
|
)
|
||
Plan's interest in the Master Trust
|
|
$
|
4,604,231
|
|
|
$
|
5,677,399
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Brokerage accounts:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
14,260,881
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,260,881
|
|
Common stocks
|
|
20,894,389
|
|
|
—
|
|
|
—
|
|
|
20,894,389
|
|
||||
Mutual funds
|
|
34,348,755
|
|
|
—
|
|
|
—
|
|
|
34,348,755
|
|
||||
Other
|
|
13,536,131
|
|
|
—
|
|
|
—
|
|
|
13,536,131
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
83,040,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
83,040,156
|
|
|
Investments measured at NAV (a)
|
|
|
|
|
|
|
|
2,334,611,186
|
|
|||||||
Investments at fair value
|
|
|
|
|
|
|
|
$
|
2,417,651,342
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Brokerage accounts:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
12,971,051
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,971,051
|
|
Common stocks
|
|
21,936,106
|
|
|
—
|
|
|
—
|
|
|
21,936,106
|
|
||||
Mutual funds
|
|
37,969,701
|
|
|
—
|
|
|
—
|
|
|
37,969,701
|
|
||||
Other
|
|
14,331,798
|
|
|
—
|
|
|
—
|
|
|
14,331,798
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
87,208,656
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
87,208,656
|
|
|
Investments measured at NAV (a)
|
|
|
|
|
|
|
|
2,697,552,226
|
|
|||||||
Investments at fair value
|
|
|
|
|
|
|
|
$
|
2,784,760,882
|
|
|
|
December 31, 2018
|
||||||||
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Separate account funds
|
|
$
|
803,841,748
|
|
|
N/A
|
|
Daily
|
|
0-30 days
|
Lifecycle commingled pools
|
|
733,030,133
|
|
|
N/A
|
|
Daily
|
|
15 days
|
|
Common collective trusts
|
|
797,739,305
|
|
|
N/A
|
|
Daily
|
|
0-90 days
|
|
Total investments measured at NAV
|
|
$
|
2,334,611,186
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||
Separate account funds
|
|
$
|
1,027,640,405
|
|
|
N/A
|
|
Daily
|
|
0-30 days
|
Lifecycle commingled pools
|
|
794,970,185
|
|
|
N/A
|
|
Daily
|
|
15 days
|
|
Common collective trusts
|
|
874,941,636
|
|
|
N/A
|
|
Daily
|
|
30-90 days
|
|
Total investments measured at NAV
|
|
$
|
2,697,552,226
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Interest
|
|
$
|
8,687,654
|
|
|
$
|
10,606,485
|
|
Dividends
|
|
10,491,312
|
|
|
7,126,463
|
|
||
Net (depreciation) appreciation in fair value of investments
|
|
(253,537,331
|
)
|
|
513,964,500
|
|
||
Investment (loss) income of the Master Trust
|
|
(234,358,365
|
)
|
|
531,697,448
|
|
||
Less loss (income) allocated to Rockwell Automation Retirement Savings Plan and W Interconnections, Inc. Employee Savings Plan
|
|
233,888,712
|
|
|
(530,599,644
|
)
|
||
Plan's (loss) income in the Master Trust
|
|
$
|
(469,653
|
)
|
|
$
|
1,097,804
|
|
4.
|
NON-PARTICIPANT DIRECTED INVESTMENTS
|
|
|
Year Ended December 31,
|
||
|
|
2017
|
||
Net Assets, Beginning of Year *
|
|
$
|
687,511
|
|
Changes in net assets:
|
|
|
||
Contributions
|
|
59,169
|
|
|
Dividends
|
|
16,111
|
|
|
Net appreciation in fair value
|
|
320,643
|
|
|
Transfers
|
|
(48,176
|
)
|
|
Total changes in net assets
|
|
347,747
|
|
|
Net Assets, End of Year *
|
|
$
|
1,035,258
|
|
*
|
These net assets are included in the Rockwell Automation Stock Fund in the Master Trust.
|
5.
|
TAX STATUS
|
6.
|
RELATED-PARTY TRANSACTIONS
|
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
|
|
$
|
4,079,115
|
|
|
$
|
4,604,231
|
|
*
|
|
Various participants
|
|
Loans from participants; rates ranging between 4.25% and 6.25%, due 2019 to 2025
|
|
—
|
|
|
108,120
|
|
||
|
|
Total assets (held at end of year)
|
|
|
|
$
|
4,079,115
|
|
|
$
|
4,712,351
|
|
*
|
Party-in-interest
|
|
|
|
ROCKWELL AUTOMATION 1165(e) PLAN
|
||
|
|
|
By
|
|
/s/ Teresa E. Carpenter
|
|
|
Teresa E. Carpenter
|
|
|
Plan Administrator
|
1 Year Rockwell Automation Chart |
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