Delaware | 25-1797617 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
1201 South 2 nd Street | 53204 | |
Milwaukee, Wisconsin | (Zip Code) | |
(Address of principal executive offices) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $1 Par Value (including the | New York Stock Exchange | |
associated Preferred Share Purchase Rights) |
|
economic and political changes in global markets where we compete, such as currency
exchange rates, inflation rates, interest rates, recession, policies of foreign
governments and other external factors we cannot control, and U.S. and local laws affecting
our activities abroad and compliance therewith;
|
||
|
successful development of advanced technologies and demand for and market acceptance of
new and existing products;
|
||
|
general global and regional economic, business or industry conditions, including levels
of capital spending in industrial markets;
|
||
|
the availability, effectiveness and security of our legacy and future information technology systems;
|
||
|
competitive product and pricing pressures;
|
||
|
disruption of our operations due to natural disasters, acts of war, strikes, terrorism, or other causes;
|
||
|
intellectual property infringement claims by others and the ability to protect our intellectual property;
|
||
|
the successful execution of our Power Systems divestiture strategy and redeployment of cash proceeds;
|
||
|
our ability to successfully address claims by taxing authorities in the various
jurisdictions where we do business;
|
||
|
our ability to attract and retain qualified personnel;
|
||
|
the uncertainties of litigation;
|
||
|
disruption of our North American distribution channel;
|
||
|
the availability and price of components and materials; and
|
||
|
other risks and uncertainties, including but not limited to those detailed from time to
time in our Securities and Exchange Commission filings.
|
Item 1.
|
Business |
2
3
Business Group | Major Products / Services | Major Competitors | ||
CPAG
|
Motor starters | ABB, Ltd. | ||
|
Contactors | Schneider Electric SA | ||
|
Push buttons | Siemens AG | ||
|
Signaling devices | |||
|
Termination and protection devices | |||
|
Relays and timers | |||
|
Condition sensors | |||
|
Adjustable speed drives | |||
|
Motor control centers | |||
|
Drive systems | |||
ACIG
|
Controllers | Emerson Electric Co. | ||
|
Control platforms | Mitsubishi Corp. | ||
|
Software | Omron Corp. | ||
|
Input/output devices | Schneider Electric SA | ||
|
High performance rotary and linear | Siemens AG | ||
|
motion control systems | |||
|
Electronic operator interface devices | |||
|
Sensors | |||
|
Industrial computers | |||
|
Machine safety components | |||
4
Business Group | Major Products / Services | Major Competitors | ||
Mechanical
|
Mounted bearings | Altra Industrial Motion, Inc. | ||
|
Gear reducers | Emerson Electric Co. | ||
|
Mechanical drives | Martin Sprocket and Gear, Inc. | ||
|
Conveyor pulleys | Regal-Beloit Corporation | ||
|
Couplings | Rexnord Corporation | ||
|
Bushings | SEW EURODRIVE GmbH | ||
|
Clutches | Siemens AG | ||
|
Motor brakes | SKF AB | ||
|
TB Woods Corp. | |||
|
The Schaeffer Group (INA brand) | |||
|
Timken Company | |||
Electrical
|
Industrial and engineered motors | A.O. Smith Corporation | ||
|
Adjustable speed drives | Baldor Electric Company | ||
|
Repair services | Emerson Electric Co. | ||
|
Motor and mechanical maintenance solutions | General Electric Co. | ||
|
Training | Regal-Beloit Corporation | ||
|
Consulting services to OEMs, | Siemens AG | ||
|
end-users and distributors | TECO-Westinghouse motor company | ||
|
Toshiba Corp. | |||
|
Weg SA | |||
5
Year Ended September 30, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Control Systems
|
$ | 148.5 | $ | 128.2 | $ | 111.8 | ||||||
Power Systems
|
11.9 | 10.4 | 9.9 | |||||||||
|
||||||||||||
|
$ | 160.4 | $ | 138.6 | $ | 121.7 | ||||||
|
6
Item 1A.
|
Risk Factors |
7
|
the cost of these purchases may change due to inflation, exchange rates or other factors;
|
||
|
poor quality can adversely affect the reliability and reputation of our products; and
|
||
|
a shortage of components or materials could adversely affect our manufacturing
efficiencies and delivery capabilities, which could reduce sales and profitability.
|
8
|
difficulties integrating the acquired business, retaining the acquired business
customers, and achieving the expected benefits of the acquisition, such as revenue
increases, cost savings, and increases in geographic or product presence, in the desired
time frames, if at all;
|
||
|
loss of key employees of the acquired business;
|
||
|
difficulties implementing and maintaining consistent standards, controls, procedures,
policies and information systems; and
|
||
|
diversion of managements attention from other business concerns.
|
9
Item 1B.
|
Unresolved Staff Comments |
Item 2.
|
Properties |
Item 3.
|
Legal Proceedings |
10
11
12
13
Submission of Matters to a Vote of Security Holders
Executive Officers of the Company
Name, Office and Position, and Principal Occupations and Employment
Age
55
52
53
51
42
53
46
45
63
48
39
38
50
58
54
65
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
S-1
Market for the Companys Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
2006
2005
Fiscal Quarters
High
Low
High
Low
$
60.67
$
50.35
$
49.97
$
37.72
73.96
58.52
63.30
45.40
79.47
62.61
58.40
45.49
74.67
53.49
55.25
48.16
Total Number
of Shares
Maximum Number
Purchased as
of Shares
Part of Publicly
that May Yet
Number
Average
Announced
Be Purchased
of Shares
Price Paid
Plans or
Under the Plans or
Period
Purchased
Per Share
(1)
Programs
Programs
(2)
1,145,400
$
64.7468
1,145,400
735,200
735,200
62.5359
735,200
0
3,407,200
56.1112
3,407,200
5,592,800
5,287,800
58.8750
5,287,800
(1)
(2)
Selected Financial Data
Year Ended September 30,
2006(a)
2005
2004
2003(b)
2002(c)
(in millions, except per share data)
$
5,561.4
$
5,003.2
$
4,411.1
$
3,992.3
$
3,775.7
58.4
45.8
41.7
52.5
66.1
628.1
518.4
354.1
281.4
223.7
3.55
2.83
1.91
1.51
1.21
3.49
2.77
1.85
1.48
1.19
(0.10
)
(0.58
)
0.90
0.78
0.66
0.66
0.66
$
4,735.4
$
4,525.1
$
4,213.3
$
4,006.3
$
3,955.8
219.8
1.2
0.2
8.7
161.6
748.2
748.2
757.7
764.0
766.8
1,918.2
1,649.1
1,861.0
1,586.8
1,609.0
$
150.1
$
124.1
$
98.0
$
107.6
$
99.6
129.7
150.8
159.7
168.5
178.4
23.9
20.4
27.0
22.1
19.3
(a)
(b)
(c)
(d)
Managements Discussion and Analysis of Financial Condition and Results of Operations
Industrial
Equipment
Capacity
Spending
Utilization
(in billions)
(percent)
PMI
$
173.0
81.9
52.9
170.1
82.5
53.8
163.4
81.3
55.2
163.9
81.1
55.6
157.0
79.1
58.0
149.5
80.3
54.0
150.1
79.9
55.3
143.7
79.7
58.6
140.9
78.7
58.0
139.5
78.4
61.5
145.3
77.6
62.3
137.1
76.9
63.2
Change
Excluding the
Effect of Changes
Change vs.
In Currency Exchange
Year Ended
Year Ended
Rates vs. Year Ended
September 30, 2006
(1)
September 30, 2005
September 30, 2005
(2)
$
3,827.1
12%
11%
856.5
4%
7%
573.1
11%
11%
304.7
26%
19%
$
5,561.4
11%
11%
(1)
(2)
Year Ended September 30,
2006
2005
2004
(in millions)
$
4,551.3
$
4,123.6
$
3,658.6
1,010.1
879.6
752.5
$
5,561.4
$
5,003.2
$
4,411.1
$
873.1
$
756.9
$
527.9
162.6
110.3
67.5
1,035.7
867.2
595.4
(13.3
)
(14.7
)
(27.3
)
(92.5
)
(69.7
)
(88.3
)
(58.4
)
(45.8
)
(41.7
)
19.9
891.4
737.0
438.1
(263.3
)
(218.6
)
(84.0
)
628.1
518.4
354.1
(3.0
)
21.6
60.8
(18.1
)
$
607.0
$
540.0
$
414.9
(a)
(b)
(c)
(d)
(e)
(in millions, except per share amounts)
2006
2005
Increase
$
5,561.4
$
5,003.2
$
558.2
628.1
518.4
109.7
3.49
2.77
0.72
(in millions, except percentages)
2006
2005
Increase
$
4,551.3
$
4,123.6
$
427.7
873.1
756.9
116.2
19.2
%
18.4
%
0.8pts
(in millions, except percentages)
2006
2005
Increase
$
1,010.1
$
879.6
$
130.5
162.6
110.3
52.3
16.1
%
12.5
%
3.6pts
(in millions, except per share amounts)
2005
2004
Increase
$
5,003.2
$
4,411.1
$
592.1
518.4
354.1
164.3
2.77
1.85
0.92
(in millions, except percentages)
2005
2004
Increase
$
4,123.6
$
3,658.6
$
465.0
756.9
527.9
229.0
18.4
%
14.4
%
4.0pts
(in millions, except percentages)
2005
2004
Increase
$
879.6
$
752.5
$
127.1
110.3
67.5
42.8
12.5
%
9.0
%
3.5pts
Year Ended September 30,
2006
2005
2004
$
426.2
$
638.9
$
596.9
82.5
(122.8
)
(65.2
)
(556.4
)
(550.6
)
(312.0
)
(1.2
)
(3.1
)
1.8
$
(48.9
)
$
(37.6
)
$
221.5
$
426.2
$
638.9
$
596.9
47.4
(150.1
)
(124.1
)
(98.0
)
$
323.5
$
514.8
$
498.9
Credit Rating Agency
Short Term Rating
Long Term Rating
Outlook
A-1
A
Stable
P-2
A3
Positive
F1
A
Stable
Payments by Period
Total
2007
2008
2009
2010
2011
Thereafter
$
2,144.0
$
48.7
$
387.9
$
27.1
$
27.1
$
27.1
$
1,626.1
359.9
70.3
62.0
46.2
31.8
28.1
121.5
164.3
16.7
16.3
16.0
13.9
13.8
87.6
$
2,668.2
$
135.7
$
466.2
$
89.3
$
72.8
$
69.0
$
1,835.2
(a)
(b)
(c)
Year Ended September 30, 2006
Year Ended September 30, 2005
Sales
Sales
Excluding
Excluding
the Effect
the Effect
of Changes
of Changes
in Currency
in Currency
Currency
Exchange
Currency
Exchange
Sales
Translation
Rates
Sales
Translation
Rates
$
3,827.1
$
(31.5
)
$
3,795.6
$
3,420.6
$
(32.0
)
$
3,388.6
856.5
25.7
882.2
821.3
(35.6
)
785.7
573.1
0.3
573.4
518.7
(21.2
)
497.5
304.7
(14.8
)
289.9
242.6
(11.6
)
231.0
$
5,561.4
$
(20.3
)
$
5,541.1
$
5,003.2
$
(100.4
)
$
4,902.8
Year Ended September 30, 2006
Year Ended September 30, 2005
Sales
Sales
Excluding
Excluding
the Effect
the Effect
of Changes
of Changes
in Currency
in Currency
Currency
Exchange
Currency
Exchange
Sales
Translation
Rates
Sales
Translation
Rates
$
2,923.6
$
(28.0
)
$
2,895.6
$
2,619.4
$
(28.4
)
$
2,591.0
834.4
25.8
860.2
807.4
(35.3
)
772.1
521.8
1.2
523.0
480.4
(20.9
)
459.5
271.5
(14.4
)
257.1
216.4
(11.5
)
204.9
$
4,551.3
$
(15.4
)
$
4,535.9
$
4,123.6
$
(96.1
)
$
4,027.5
Pension Benefits
Change in
Change in
Projected Benefit
Net Periodic Benefit
Obligation
Cost
$
62.0
$
7.2
4.5
Quantitative and Qualitative Disclosures About Market Risk
September 30,
2006
2005
$
(399.8
)
$
(482.0
)
(35.7
)
(42.7
)
(21.5
)
(19.0
)
12.7
46.0
1.5
10.3
$
(442.8
)
$
(487.4
)
Financial Statements and Supplementary Data
(in millions)
September 30,
2006
2005
Assets
$
414.7
$
463.6
879.3
799.6
599.5
569.9
177.7
169.4
116.8
184.0
2,188.0
2,186.5
671.6
774.5
841.0
811.9
325.1
307.0
66.3
597.2
200.5
112.5
178.4
$
4,735.4
$
4,525.1
Liabilities and Shareowners Equity
$
219.8
$
1.2
470.5
388.5
175.6
214.4
51.0
5.4
376.4
331.3
1,293.3
940.8
748.2
748.2
349.1
977.5
155.3
271.3
209.5
216.4
216.4
1,193.6
1,122.7
2,856.2
2,493.5
(75.3
)
(501.5
)
(1.7
)
(2,272.7
)
(1,680.3
)
1,918.2
1,649.1
$
4,735.4
$
4,525.1
(in millions, except per share amounts)
Year Ended September 30,
2006
2005
2004
$
5,561.4
$
5,003.2
$
4,411.1
(3,367.0
)
(3,109.1
)
(2,848.3
)
2,194.4
1,894.1
1,562.8
(1,275.3
)
(1,120.8
)
(1,058.6
)
30.7
9.5
(24.4
)
(58.4
)
(45.8
)
(41.7
)
891.4
737.0
438.1
(263.3
)
(218.6
)
(84.0
)
628.1
518.4
354.1
(3.0
)
21.6
60.8
(18.1
)
$
607.0
$
540.0
$
414.9
$
3.55
$
2.83
$
1.91
(0.01
)
0.12
0.33
(0.10
)
$
3.44
$
2.95
$
2.24
$
3.49
$
2.77
$
1.85
(0.02
)
0.11
0.32
(0.10
)
$
3.37
$
2.88
$
2.17
176.6
183.1
185.5
179.9
187.2
191.1
(in millions)
Year Ended September 30,
2006
2005
2004
$
607.0
$
540.0
$
414.9
18.1
3.0
(21.6
)
(60.8
)
628.1
518.4
354.1
129.7
150.8
159.7
23.9
20.4
27.0
29.5
119.0
91.1
92.2
(472.2
)
(185.6
)
(157.3
)
(16.1
)
115.8
63.6
(15.8
)
4.7
24.3
1.1
72.1
40.2
(47.4
)
(63.9
)
(56.4
)
(48.2
)
(27.5
)
9.0
(28.5
)
52.9
20.7
37.1
(40.7
)
12.3
35.2
132.4
(66.1
)
(39.1
)
(6.8
)
(68.3
)
36.6
426.2
638.9
596.9
(150.1
)
(124.1
)
(98.0
)
(39.5
)
(5.4
)
254.4
7.4
32.4
24.1
(6.4
)
(0.7
)
0.4
82.5
(122.8
)
(65.2
)
218.6
1.0
(8.4
)
(159.3
)
(142.7
)
(122.5
)
(722.5
)
(499.2
)
(258.4
)
60.1
91.6
78.5
47.4
(0.7
)
(1.3
)
(1.2
)
(556.4
)
(550.6
)
(312.0
)
(1.2
)
(3.1
)
1.8
(48.9
)
(37.6
)
221.5
27.4
27.2
(1.3
)
27.4
25.9
(48.9
)
(10.2
)
247.4
463.6
473.8
226.4
$
414.7
$
463.6
$
473.8
(in millions, except per share amounts)
Year Ended September 30,
2006
2005
2004
$
216.4
$
216.4
$
216.4
1,122.7
1,050.6
1,007.5
48.5
72.1
40.2
29.5
(7.1
)
2.9
1,193.6
1,122.7
1,050.6
2,493.5
2,255.7
2,143.0
607.0
540.0
414.9
(159.3
)
(142.7
)
(122.5
)
(85.0
)
(159.5
)
(179.7
)
2,856.2
2,493.5
2,255.7
(501.5
)
(226.8
)
(343.8
)
426.2
(274.7
)
117.0
(75.3
)
(501.5
)
(226.8
)
(1.7
)
(1.1
)
0.9
0.6
(1.5
)
(1.7
)
1.7
(1.7
)
(1.1
)
(1,680.3
)
(1,433.8
)
(1,436.3
)
(743.1
)
(499.2
)
(258.4
)
150.7
252.7
260.9
(2,272.7
)
(1,680.3
)
(1,433.8
)
$
1,918.2
$
1,649.1
$
1,861.0
(in millions)
Year Ended September 30,
2006
2005
2004
$
607.0
$
540.0
$
414.9
401.3
(293.4
)
68.2
33.2
7.1
34.0
(8.3
)
11.4
14.2
0.2
0.6
426.2
(274.7
)
117.0
$
1,033.2
$
265.3
$
531.9
1.
1.
1.
1.
2006
2005
2004
176.6
183.1
185.5
3.2
4.1
5.6
0.1
179.9
187.2
191.1
1.
2.
3.
Control
Power
Systems
Systems
Total
$
666.0
$
145.1
$
811.1
4.3
4.3
(3.6
)
0.1
(3.5
)
662.4
149.5
811.9
18.9
18.9
12.5
(2.3
)
10.2
$
693.8
$
147.2
$
841.0
3.
September 30, 2006
Carrying
Accumulated
Amount
Amortization
Net
$
120.2
$
89.4
$
30.8
147.6
86.2
61.4
39.3
37.3
2.0
98.8
80.6
18.2
405.9
293.5
112.4
212.7
212.7
$
618.6
$
293.5
$
325.1
September 30, 2005
Carrying
Accumulated
Amount
Amortization
Net
$
117.7
$
87.1
$
30.6
123.9
69.9
54.0
39.3
36.3
3.0
84.1
75.5
8.6
365.0
268.8
96.2
210.8
210.8
$
575.8
$
268.8
$
307.0
4.
September 30,
2006
2005
$
210.2
$
189.6
142.3
149.3
247.0
231.0
$
599.5
$
569.9
5.
September 30,
2006
2005
$
9.5
$
32.3
322.7
464.5
1,702.8
1,645.8
55.5
37.0
2,090.5
2,179.6
1,418.9
1,405.1
$
671.6
$
774.5
6.
September 30,
2006
2005
$
343.2
$
343.7
250.0
250.0
200.0
200.0
(45.0
)
(45.5
)
748.2
748.2
$
748.2
$
748.2
7.
September 30,
2006
2005
$
102.1
$
78.2
113.3
108.2
8.5
4.0
40.3
36.3
40.1
42.8
72.1
61.8
$
376.4
$
331.3
8.
September 30,
2006
2005
$
36.3
$
28.9
54.8
51.0
(0.1
)
(0.7
)
(50.7
)
(42.9
)
$
40.3
$
36.3
9.
September 30, 2006
September 30, 2005
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
$
(748.2
)
$
(803.7
)
$
(748.2
)
$
(826.2
)
(6.6
)
(6.6
)
18.2
18.2
(6.8
)
(6.8
)
(6.3
)
(6.3
)
10.
2006
2005
2004
179.7
183.8
185.6
(12.2
)
(9.8
)
(7.5
)
3.3
5.7
5.7
170.8
179.7
183.8
September 30,
2006
2005
$
(23.3
)
$
(424.6
)
(51.0
)
(84.2
)
(1.1
)
7.2
0.1
0.1
$
(75.3
)
$
(501.5
)
11.
2006
2005
2004
4.35
%
3.59
%
3.17
%
1.56
%
1.50
%
2.34
%
0.32
0.31
0.31
5.3
5.0
5.0
11.
Wtd. Avg
Aggregate
Wtd. Avg.
Remaining
Intrinsic
Shares
Exercise
Contractual
Value
(in thousands)
Price
Term (years)
(in millions)
16,860
$
14.88
3,168
28.24
(5,676
)
13.87
(270
)
21.09
14,082
18.17
6.6
$
289.1
8,562
15.57
5.3
198.1
14,082
$
18.17
2,449
44.11
(5,703
)
16.18
(126
)
22.11
10,702
25.12
6.8
$
297.8
5,478
16.96
5.3
196.9
10,702
$
25.12
1,567
56.88
(3,124
)
19.36
(206
)
40.03
8,939
32.29
6.7
$
230.7
4,947
21.86
5.5
179.3
2006
2005
2004
$
141.3
$
190.9
$
116.7
60.1
91.6
78.5
48.5
72.1
40.2
19.8
12.4
11.9
4.41
%
1.56
%
0.32
0.36
11.
Wtd. Avg
Aggregate
Shares
Share
Intrinsic Value
(in thousands)
Fair Value
(in millions)
104
$
36.73
52
31.54
(17
)
24.56
139
$
36.30
$
5.4
32
48.81
(51
)
45.67
(1
)
33.69
119
$
34.67
$
6.3
94
58.07
(9
)
46.44
(7
)
42.29
197
$
45.62
$
11.5
2005
2004
$
540.0
$
414.9
0.6
3.3
(18.8
)
(15.2
)
$
521.8
$
403.0
$
2.95
$
2.24
$
2.85
$
2.17
$
2.88
$
2.17
$
2.79
$
2.11
11.
12.
Other Postretirement
Pension Benefits
Benefits
2006
2005
2004
2006
2005
2004
$
75.0
$
60.8
$
62.2
$
8.4
$
5.1
$
5.8
124.3
120.2
110.6
20.6
20.9
19.9
(167.4
)
(132.9
)
(119.8
)
(3.7
)
1.7
1.8
(13.3
)
(13.3
)
(13.8
)
(0.2
)
(1.8
)
55.4
16.6
15.8
19.7
12.2
11.5
$
83.6
$
66.2
$
68.8
$
35.4
$
24.9
$
23.4
12.
Other Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
$
2,520.7
$
2,054.9
$
426.1
$
349.7
75.0
60.8
8.4
5.1
124.3
120.2
20.6
20.9
(374.7
)
325.5
(41.7
)
47.3
66.7
107.8
(45.2
)
50.2
1.6
(70.0
)
(81.9
)
1.4
(13.5
)
4.8
4.8
12.2
9.1
(98.4
)
(81.3
)
(41.7
)
(43.3
)
25.5
(2.0
)
0.3
0.6
2,345.5
2,520.7
258.5
426.1
1,680.0
1,548.8
162.2
134.4
591.8
75.6
29.5
34.2
4.8
4.8
12.2
9.1
(98.4
)
(81.3
)
(41.7
)
(43.3
)
20.5
(2.3
)
2,360.9
1,680.0
15.4
(840.7
)
(258.5
)
(426.1
)
117.5
(55.1
)
(60.6
)
(159.4
)
(90.9
)
1.6
1.5
539.2
894.8
198.0
304.6
$
501.1
$
112.5
$
(219.9
)
$
(212.4
)
$
597.2
$
200.5
$
$
(132.4
)
(780.4
)
(219.9
)
(212.4
)
12.9
266.4
0.1
1.4
23.3
424.6
$
501.1
$
112.5
$
(219.9
)
$
(212.4
)
12.
Other Postretirement
Pension Benefits
Benefits
September 30,
September 30,
2006
2005
2004
2006
2005
2004
5.25
%
6.25
%
6.00
%
5.00
%
6.25
%
6.00
%
8.50
%
8.50
%
8.50
%
4.06
%
4.50
%
4.50
%
4.19
%
5.03
%
4.89
%
5.00
%
6.25
%
6.25
%
5.91
%
6.25
%
6.35
%
2.62
%
2.62
%
2.96
%
Other Postretirement
Pension Benefits
Benefits
September 30,
September 30,
2006
2005
2006
2005
6.50
%
5.25
%
6.50
%
5.00
%
4.19
%
4.06
%
10.00
%
11.00
%
4.60
%
4.19
%
5.50
%
5.00
%
2.62
%
2.62
%
8.00
%
8.75
%
(1)
(2)
12.
Allocation
Target
September 30,
Asset Category
Range
Allocation
2006
2005
50% - 80
%
63
%
62
%
64
%
20% - 50
%
36
%
37
%
35
%
0% - 20
%
1
%
1
%
1
%
Other Postretirement
Pension Benefits
Benefits
$
100.8
$
23.9
107.0
23.5
111.9
23.2
117.4
22.8
123.6
22.5
704.1
105.9
12.
One-Percentage
One-Percentage
Point Increase
Point Decrease
2006
2005
2006
2005
$
1.8
$
1.2
$
(1.5
)
$
(1.0
)
5.0
20.2
(4.1
)
(19.1
)
2006
2005
$
180.6
$
2,279.5
163.6
2,138.4
43.2
1,442.3
13.
2006
2005
2004
$
$
$
5.7
32.1
21.6
18.4
(3.0
)
4.6
$
(3.0
)
$
21.6
$
60.8
13.
2004
$
105.5
9.4
5.7
14.
15.
2006
2005
2004
$
15.8
$
(4.7
)
$
(24.3
)
0.3
7.9
10.6
5.6
2.8
2.4
2.6
3.1
3.8
3.2
1.1
(2.6
)
(11.8
)
$
30.7
$
9.5
$
(24.4
)
16.
2006
2005
2004
$
199.6
$
50.8
$
32.3
57.2
56.6
(5.8
)
22.6
(4.6
)
(6.1
)
279.4
102.8
20.4
(12.8
)
112.0
53.4
(0.7
)
(5.8
)
6.0
(2.6
)
9.6
4.2
(16.1
)
115.8
63.6
$
263.3
$
218.6
$
84.0
16.
2006
2005
$
28.9
$
56.3
15.1
12.9
28.7
25.7
7.8
12.3
23.2
19.2
31.2
22.8
6.0
5.0
2.9
3.5
12.2
1.2
1.3
20.5
10.4
$
177.7
$
169.4
2006
2005
$
(114.4
)
$
152.6
(90.5
)
(105.4
)
(37.2
)
(30.2
)
18.0
13.1
9.5
13.4
14.6
7.1
24.3
31.6
27.7
46.5
10.9
11.9
12.7
(12.9
)
(118.5
)
121.8
(36.8
)
(55.5
)
$
(155.3
)
$
66.3
16.
Tax
Benefit
Valuation
Carryforward
Tax Attribute to be Carried Forward
Amount
Allowance
Period Ends
$
2.8
$
(2.8
)
2009-2016
13.8
(6.5
)
Indefinite
27.7
(27.2
)
Indefinite
12.2
2009
10.6
2007-2026
12.1
(0.3
)
2007-2021
$
79.2
$
(36.8
)
16.
2006
2005
2004
35.0
%
35.0
%
35.0
%
2.2
2.1
2.8
(2.0
)
(0.5
)
(3.0
)
0.3
(0.9
)
(0.2
)
(0.4
)
(0.5
)
(0.9
)
(0.2
)
(1.6
)
(3.7
)
(0.2
)
(0.1
)
(0.3
)
0.8
(3.0
)
(0.9
)
(0.9
)
(2.1
)
(2.3
)
(3.1
)
(4.2
)
(8.3
)
1.8
1.3
1.4
29.5
%
29.7
%
19.2
%
2006
2005
2004
$
653.1
$
610.0
$
319.8
238.3
127.0
118.3
$
891.4
$
737.0
$
438.1
17.
17.
2006
2005
2004
$
607.0
$
540.0
$
414.9
18.1
(1.0
)
(0.9
)
(0.9
)
$
624.1
$
539.1
$
414.0
$
3.44
$
2.95
$
2.24
$
3.53
$
2.94
$
2.23
$
3.37
$
2.88
$
2.17
$
3.47
$
2.88
$
2.17
$
29.3
$
27.6
$
26.0
$
70.3
62.0
46.2
31.8
28.1
121.5
$
359.9
17.
17.
18.
18.
2006
2005
2004
$
4,584.8
$
4,154.4
$
3,692.6
1,033.7
899.3
770.0
(57.1
)
(50.5
)
(51.5
)
$
5,561.4
$
5,003.2
$
4,411.1
$
873.1
$
756.9
$
527.9
162.6
110.3
67.5
1,035.7
867.2
595.4
(13.3
)
(14.7
)
(27.3
)
(92.5
)
(69.7
)
(88.3
)
(58.4
)
(45.8
)
(41.7
)
19.9
$
891.4
$
737.0
$
438.1
18.
2006
2005
2004
$
2,568.1
$
2,484.2
$
2,442.1
860.2
867.8
850.2
1,307.1
1,173.1
921.0
$
4,735.4
$
4,525.1
$
4,213.3
$
105.7
$
115.1
$
121.4
33.1
38.2
35.2
1.5
3.2
2.8
140.3
156.5
159.4
13.3
14.7
27.3
$
153.6
$
171.2
$
186.7
$
121.2
$
89.7
$
70.7
27.8
21.1
26.9
1.1
13.3
0.4
$
150.1
$
124.1
$
98.0
Sales
Property
2006
2005
2004
2006
2005
2004
$
3,449.5
$
3,077.7
$
2,721.3
$
563.2
$
661.4
$
683.2
377.6
342.9
299.1
15.3
23.7
21.5
856.5
821.3
775.1
49.0
57.6
70.0
573.1
518.7
435.5
29.9
19.1
18.6
304.7
242.6
180.1
14.2
12.7
11.2
$
5,561.4
$
5,003.2
$
4,411.1
$
671.6
$
774.5
$
804.5
19.
2006 Quarters
First
Second
Third
Fourth(a)
2006
(in millions, except per share amounts)
$
1,301.4
$
1,377.9
$
1,428.4
$
1,453.7
$
5,561.4
514.5
548.9
565.2
565.4
2,194.0
209.8
214.9
219.6
247.1
891.4
145.7
149.5
149.0
183.9
628.1
(18.1
)
(18.1
)
(3.0
)
(3.0
)
145.7
146.5
149.0
165.8
607.0
0.82
0.84
0.84
1.05
3.55
(0.01
)
(0.01
)
(0.10
)
(0.10
)
0.82
0.83
0.84
0.95
3.44
0.80
0.83
0.83
1.04
3.49
(0.02
)
(0.02
)
(0.10
)
(0.10
)
0.80
0.81
0.83
0.94
3.37
(a)
(b)
(c)
19.
2005 Quarters
First
Second(a)(b)
Third
Fourth(c)
2005
(in millions, except per share amounts)
$
1,184.9
$
1,218.4
$
1,264.7
$
1,335.2
$
5,003.2
449.1
455.9
481.0
508.1
1,894.1
179.6
180.6
191.2
185.6
737.0
122.1
142.5
127.3
126.5
518.4
11.3
7.5
2.8
21.6
133.4
150.0
127.3
129.3
540.0
0.66
0.77
0.70
0.70
2.83
0.06
0.04
0.02
0.12
0.72
0.81
0.70
0.72
2.95
0.65
0.75
0.68
0.69
2.77
0.06
0.04
0.01
0.11
0.71
0.79
0.68
0.70
2.88
(a)
(b)
(c)
(d)
20.
September 30,
2006
2005
$
6.6
$
4.6
135.7
129.9
188.1
165.1
17.3
18.3
4.7
3.7
203.1
238.5
147.2
149.5
199.0
199.2
2.9
2.4
$
904.6
$
911.2
$
74.8
$
63.7
16.0
13.8
28.9
27.3
32.4
32.0
77.0
98.8
36.7
5.7
$
265.8
$
241.3
Rockwell Automation, Inc.
Milwaukee, Wisconsin
November 9, 2006
Item 9.
Item 9A.
Rockwell Automation, Inc.
Milwaukee, Wisconsin
November 9, 2006
Item 9B.
Item 10.
Item 11.
Item 12.
Number of Securities
Remaining Available for
Future Issuance under
Number of Securities to
Weighted Average
Equity Compensation
be issued upon Exercise
Exercise Price of
Plans (excluding
of Outstanding Options,
Outstanding Options,
Securities reflected
Warrants and Rights
Warrants and Rights
in Column (a))
Plan Category
(a)
(b)
(c)
9,206,189
(1)
$
32.32
6,255,450
(2)
14,000
(3)
16.05
9,220,189
$
32.29
6,255,450
(1)
(2)
(3)
Item 13.
Item 14.
Item 15.
(a)
Page
S-1
(3)
3-a-1
3-b-l
4-a-1
4-b-1
4-b-2
4-b-3
4-b-4
*l0-a-1
*10-a-2
*10-a-3
*10-a-4
*10-a-5
*10-b-l
*10-b-2
*10-b-3
*10-b-4
*10-b-5
*10-b-6
*10-b-7
*10-b-8
*10-b-9
*10-b-10
*10-b-11
*10-b-12
*10-b-13
*10-b-14
*10-c-1
*10-c-2
*10-c-3
*10-c-4
*10-d-1
*10-d-2
*10-d-3
*10-d-4
*10-d-5
*10-d-6
*10-d-7
*10-d-8
*10-d-9
*10-d-10
*10-d-11
*10-e
*10-f
*10-g-1
*10-g-2
*10-g-3
*l0-h-1
*l0-h-2
*10-h-3
*10-h-4
*10-i
*10-j-1
*10-j-2
*10-j-3
*10-j-4
*10-j-5
10-k-1
10-k-2
10-k-3
10-l-l
10-l-2
10-l-3
10-m-1
10-m-2
10-m-3
10-n-1
10-n-2
10-n-3
10-o-1
10-o-2
l0-p
12
21
23
24
31.1
31.2
32.1
32.2
ROCKWELL AUTOMATION, INC.
By
/s/
James V. Gelly
James V. Gelly
Senior Vice President and
Chief Financial Officer
(principal financial officer)
By
/s/
David M. Dorgan
David M. Dorgan
Vice President and Controller
(principal accounting officer)
Keith D. Nosbusch
*
Chairman of the Board,
President and
Chief Executive Officer
(principal executive officer)
and Director
Betty C. Alewine
*
Director
Don H. Davis, Jr.
*
Director
Verne G. Istock*
Director
Barry C. Johnson*
Director
William T. McCormick, Jr
.*
Director
Bruce M. Rockwell
*
Director
David B. Speer*
Director
Joseph F. Toot, Jr.*
Director
Kenneth F. Yontz*
Director
/s/
Douglas M. Hagerman
Douglas M. Hagerman, Attorney-in-fact**
For the Years Ended September 30, 2006, 2005 and 2004
Additions
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other
End of
Description
of Year
Expenses
Accounts
Deductions(b)
Year
(in millions)
$
21.2
$
3.0
$
$
6.2
$
18.0
117.6
193.8
189.6
121.8
45.9
20.1
24.6
41.4
55.5
1.3
8.6
(d)
28.6
36.8
$
28.0
$
4.4
$
$
11.2
$
21.2
86.1
367.1
11.3
(c)
346.9
117.6
46.2
18.0
0.2
18.5
45.9
63.0
5.5
13.0
55.5
$
29.5
$
8.5
$
$
10.0
$
28.0
75.4
237.1
226.4
86.1
53.4
14.3
0.7
22.2
46.2
46.8
26.1
3.7
13.6
63.0
(a)
(b)
(c)
(d)
*
Exhibit
No.
Exhibit
Copy of the Companys Deferred Compensation Plan, as amended and restated September 6, 2006.
Computation of Ratio of Earnings to Fixed Charges for the Five Years Ended September 30, 2006.
List of Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the Company.
Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
(a) |
Deferral Account balance, and
|
|
(b) |
Company Match Account balance.
|
(a) |
any corporation incorporated under the laws of one of the United States of America of which
the Company owns, directly or indirectly, eighty percent (80%) or more of the combined voting
power of all classes of stock or eighty percent (80%) or more of the total value of the shares
of all classes of stock (all within the meaning of Code §1563);
|
(b) |
any partnership or other business entity organized under such laws, of which the Company
owns, directly or indirectly, eighty percent (80%) or more of the voting power or eighty
percent (80%) or more of the total value (all within the meaning of Code §414(c)); and
|
|
(c) |
any other company deemed to be an Affiliate by the Companys Board of Directors.
|
2
(a) |
The acquisition by any individual, entity or group (within the meaning of §13(d)(3) or
§14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (a Person)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (1) the then outstanding shares of common stock of the Company (the
Outstanding Company Common Stock) or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the
Outstanding Company Voting Securities); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company,
Rockwell or any corporation controlled by the Company or Rockwell or (z) any acquisition
pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (c) of
this Section 1.110; or
|
|
(b) |
Individuals who, as of September 2, 1998, constitute the Board of Directors of the Company
(the Incumbent Board) cease for any reason to constitute at least a majority of the Board of
Directors; provided, however, that any individual becoming a director subsequent to that date
whose election, or nomination for election by the Companys shareowners, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors; or
|
|
(c) |
Consummation of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets of another
entity (a Company Transaction), in each case, unless, following such Company Transaction,
(1) all or substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Company Transaction beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting from such
Company Transaction (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Companys assets either
directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior
|
3
to such Company Transaction of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person (excluding any employee benefit plan
(or related trust) of the Company, of Rockwell or of such corporation resulting from such
Company Transaction) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the Company corporation from
such Company Transaction or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed prior to the
Company Transaction and (3) at least a majority of the members of the board of directors of
the corporation resulting from such Company Transaction were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Company Transaction; or
|
||
(d) |
Approval by the Companys shareowners of a complete liquidation or dissolution of the
Company.
|
(a) |
the sum of all of a Participants Annual Company Match Amounts,
|
|
(b) |
adjusted by amounts credited or debited (gains or losses) thereto, in accordance with the
provisions of Section 4.020(b), as such provisions relate to such Company Match Account, and
|
|
(c) |
reduced by any amount debited thereon equal to the amount of all distributions made to the
Participant or his Beneficiary pursuant to this Plan which are related to such Company Match
Account.
|
4
5
(a) |
the sum of all of a Participants Incentive Compensation Deferrals,
|
|
(b) |
adjusted by amounts credited or debited (gains or losses) thereto, in accordance with the
provisions of Section 4.020(b) which are related to such Incentive Compensation Deferral
Account, and
|
|
(c) |
reduced by any amount debited thereon equal to the amount of all distributions made to the
Participant or his Beneficiary pursuant to this Plan which are related to such Incentive
Compensation Deferral Account.
|
(a) |
who elects to participate in the Plan;
|
|
(b) |
who signs a Participation Agreement Form and a Beneficiary Designation Form;
|
|
(c) |
whose signed Participation Agreement Form and Beneficiary Designation Form are accepted by
the Committee or its delegate;
|
6
(d) |
who commences participation in the Plan; and
|
|
(e) |
who has not elected to terminate participation in the Plan.
|
7
(a) |
the sum of all of a Participants Annual Salary Deferral Amounts,
|
|
(b) |
adjusted by amounts credited or debited (gains or losses) thereto, in accordance with the
provisions of Section 4.020(b), as such provisions relate to such Salary Deferral Account, and
|
|
(c) |
reduced by any amount debited thereon equal to the amount of all distributions made to the
Participant or his Beneficiary pursuant to this Plan which are related to such Salary Deferral
Account.
|
8
(a) |
a sudden and unexpected illness or accident of the Participant or the spouse or a dependent
(as defined in Code Section 152(a)) of the Participant,
|
|
(b) |
a loss of the Participants property due to casualty, or
|
|
(c) |
such other extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant, all as determined in the discretion of the Committee or its
delegate.
|
(a) |
Prior to January 1, 2005, in the case of such an Eligible Employees initial election to
become a Participant in a particular Plan Year, such documentation must be provided by the
Eligible Employee to the Committee or its delegate within sixty (60) days following
|
9
his being notified of his status as an Eligible Employee. Effective on and after January 1, 2005, such
documentation must be provided by the Eligible Employee to the Committee or its delegate
within thirty (30) days following his attaining the status of Eligible Employee.
|
||
(b) |
If an Eligible Employee has met all enrollment requirements set forth in this Plan and
required by the Committee or its delegate (including returning all required documents to the
Committee or its delegate) in the time frames described in the above subsections, that
Eligible Employee will become a Plan Participant on the first day of the month following the
month in which he completes all such enrollment requirements, except that, if an individual
becomes an Eligible Employee during the last three months of a calendar year, that Eligible
Employee will become a Plan Participant on the first day of the next calendar year.
|
(a) |
If an Eligible Employee first becomes a Participant after the first day of a Plan Year, the
Base Annual Salary Deferral will be for an amount equal to the percentage set forth above,
multiplied by a fraction, the numerator of which is the number of complete months remaining in
the Plan Year and the denominator of which is twelve (12), with the effect that the
Participants deferred Base Annual Salary would be limited to the amount of salary not yet
earned by the Participant as of the date the Participant submits a Participation Agreement
Form to the Company or an Affiliate for acceptance.
|
|
(b) |
For each succeeding Plan Year, a Participant, will be permitted, in his sole discretion, to
make a similar irrevocable election for the following Plan Year (and such other elections
as the Committee or its delegate deems necessary or desirable) and must deliver such
Deferral Election to the Company or an Affiliate on a new Deferral Election Form before
December 1
st
of the Plan Year immediately preceding the Plan Year for which the
|
10
deferral is intended. If no such Deferral Election Form is timely delivered for a Plan Year,
the Annual Deferral Amount will be zero for that Plan Year.
|
||
(c) |
During each Plan Year, the Base Annual Salary Deferral Amount will be withheld from each
regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time
for increases and decreases in Base Annual Salary.
|
(a) |
In the event of a Participants Retirement or death, the Participants Company Match Account
will be credited with the Annual Company Match Amount for the Plan Year in which he Retires or
dies.
|
|
(b) |
If a Participant is not employed by the Company or an Affiliate as of the last day of a Plan
Year for any reason other than the Participants Retirement or death, the Annual Company Match
Amount for such Plan Year will be zero.
|
11
(a) |
A Participant will have a one hundred percent (100%) vested interest in his Deferral Account
and in his Company Match Account.
|
|
(b) |
Notwithstanding anything to the contrary contained in this Plan from time to time, in the
event of a Change of Control, a Participants Deferral Account, Company March Account and any
other interest of his under this Plan at the time of the occurrence of the Change of Control
will remain one hundred percent (100%) vested, if such interest is already 100% vested at that
time and, if such interest is not one hundred percent (100%) vested at that time, will
immediately become one hundred (100%) vested.
|
(a) |
Allocation to Measurement Funds
. A Participant, in connection with his initial
Deferral Election in accordance with Section 3.010 or 3.020 above, will be permitted to also
elect to have one or more Measurement Funds used to determine the amounts to be credited to
his Account Balance and his election will continue to be in effect thereafter, unless it
should be changed in accordance with subsection (c).
|
|
(b) |
Crediting or Debiting Method
. The performance (either positive or negative) of each
elected Measurement Fund will be determined by the Committee or its delegate, based on the
performance of the Measurement Funds themselves. A Participants Account Balance will be
credited or debited on a daily basis based on the performance of each Measurement Fund
selected by the Participant, as determined by the Committee or its delegate in its sole
discretion, as though:
|
(1) |
a Participants Account Balance were actually invested in the Measurement
Fund(s) selected by the Participant as of the close of business on any business day, at
the closing price on that day;
|
||
(2) |
the portion of the Annual Deferral Amount that was actually deferred during any
calendar quarter were invested in the Measurement Fund(s) selected by the Participant,
in the percentages applicable on such day, no later than the close of business on the
first business day after the day on which such amounts are actually deferred from the
Participants Base Annual Salary through reductions in his payroll, at the closing
price on such date; and
|
12
(3) |
any distribution made to a Participant that decreases such Participants
Account Balance ceased being invested in the Measurement Fund(s), in the applicable
percentages, no earlier than one business day prior to the distribution, at the closing
price on such date.
|
(c) |
Transfers among Measurement Funds
. The Participant will be permitted to change, on a
daily basis, any previous Measurement Fund election or elections he has made with regard to his
Account Balance. The elections and changes to such elections which a Participant makes pursuant to
this subsection will be made by means of any method (including any available telephonic or
electronic method which is acceptable to the Committee or its delegate at the time the election or
change is made by the Participant), and may be made at any time and will be effective as of the New
York Stock Exchange closing immediately following the making of that election or change; provided,
however, if it is determined by the Committee or its delegate that an investment election made by a
Participant is invalid or defective, the Participants election, until duly corrected by him, will
be deemed to have been made in favor of whatever short-term, money market vehicle is available
under the Plan at that time.
|
|
(d) |
No Actual Investment
. Notwithstanding any other provision of this Plan that may be
interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only,
and a Participants election of any such Measurement Fund, the allocation to his Account Balance
thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a
Participants Account Balance will not be considered or construed in any manner as an actual
investment of his Account Balance in any such Measurement Fund. In the event that the Company or
the Trustee, in its own discretion, decides to invest funds in any or all of the Measurement Funds,
no Participant will have any rights in or to such investments themselves. Without limiting the
foregoing, a Participants Account Balance will at all times be a bookkeeping entry only and will
not represent any investment made on his behalf by the Company or the Trust. The Participant will
at all times remain an unsecured creditor of the Company.
|
|
(e) |
Company Reservation of Rights
. Consistent with the preceding sentence, nothing to the
contrary in this Plan or any of its forms or communication material, nor in any document associated
with the Trust, should be interpreted or understood to provide Participants or their Beneficiaries
with any current, direct rights with respect to the assets held by the Trustee in the Trust.
|
13
(a) |
Annual Deferral Amounts
. For each Plan Year in which an Annual Deferral Amount is
being withheld from a Participant, the Company or any Affiliate employing the Participant will
withhold from that portion of the Participants Base Annual Salary and Incentive Compensation
which is not being deferred the Participants share of FICA and other employment taxes on such
Annual Deferral Amount.
|
|
(b) |
Company Match Amounts
. When a participant becomes vested in a portion of his Company
Match Account, the Company or any Affiliate employing the Participant will withhold from the
Participants Base Annual Salary and/or Incentive compensation that is not deferred the
Participants share of FICA and other employment taxes.
|
|
(c) |
Distributions
. The Company or any Affiliate employing the Participant, or the
Trustee of the Trust, will withhold from any payments made to a Participant under this Plan
all federal, state and local income, employment and other taxes required to be withheld in
connection with such payments, in amounts and in a manner to be determined in the sole
discretion of the Company and the trustee of the Trust.
|
(a) |
Subject to the Deduction Limitation, the said Short-Term Payout will be a lump sum payment in
an amount that is equal to the Annual Deferral Amount, as adjusted for amounts credited or
debited in the manner provided in Section 4.020 on that amount, determined at the time that
the Short-Term Payout becomes payable (rather than at the date of a Termination of
Employment).
|
|
(b) |
Subject to the Deduction Limitation and the other terms and conditions of this Plan, each
Short-Term Payout elected will be paid out during a sixty (60) day period commencing
immediately after the last day of any Plan Year designated by the Participant that is at least
three Plan Years after the Plan Year in which the Annual Deferral Amount is actually deferred.
By way of example, if a three-year Short-Term Payout is elected for Annual Deferral Amounts
that are deferred in the Plan Year commencing January 1, 2001, the three-year Short-Term
Payout would become payable during a sixty (60) day period commencing January 1, 2005.
|
|
(c) |
Should an event occur that triggers a benefit under Article VI or VII, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout
election under this Section will not be paid in accordance with this Section, but will instead
be paid in accordance with the other applicable Article.
|
14
(d) |
Notwithstanding any other provision in this Plan to the contrary, the Short-Term Payout
described in this Section will only be available with respect to Annual Deferral Amounts which
are deferred after the Effective Date and will specifically not be available to amounts which
were deferred by a Participant pursuant to the provisions of a Predecessor Plan.
|
(a) |
petition the Committee or its delegate to suspend any deferrals required to be made on his
behalf, and/or
|
|
(b) |
petition the Committee or its delegate to permit him to receive a partial or full payout from
the Plan. Such a payout will not exceed the lesser of
|
(1) |
the Participants Account Balance, calculated as if the Participant were
receiving a Termination Benefit, or
|
||
(2) |
the amount reasonably needed to satisfy the Unforeseeable Financial Emergency
(which may include amounts necessary to pay any Federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution).
|
(a) |
The amount of the withdrawal will be subject to imposition of a withdrawal penalty equal to
ten percent (10%) of such amount (the net amount being referred to in this Section as the
Withdrawal Amount).
|
|
(b) |
Such an election may be made at any time, before or after the Participants Retirement,
Disability, death or Termination of Employment, and whether or not the Participant (or
Beneficiary) is in the process of being paid pursuant to an installment payment schedule.
|
15
(a) |
A Participant may change any election he has previously made pursuant to Section 6.020,
but; provided, however, that with respect to amounts deferred or credited hereunder on or
after January 1, 2005, any such change must:
|
16
(1) |
not result in the acceleration of payments;
|
||
(2) |
not be effective for 12 months after such change is made;
|
||
(3) |
result in the deferral of payments with respect to which the election is changed
for a period of at least 5 years;
|
||
(4) |
not be made less than 12 months prior to the first scheduled payment.
|
(b) |
Notwithstanding subsection 6.020(a), a Participant may make a new election applicable to
such Participants Account during the transition period specified in the final regulations
issued under Code Section 409A, so long as such election satisfies the requirements for new
elections contained in the final regulations issued under Code Section 409A.
|
(a) |
A Participant, in connection with his commencement of participation in the Plan, may
elect in his Participation Agreement whether the Pre-Retirement Survivor Benefit should be
received by his Beneficiary in a lump sum or pursuant to an Annual Installment Method of
periods of from 2 through 15 years. The Participant may annually change this election to an
allowable alternative payout period by submitting a new Participation Agreement to the
Committee or its delegate provided that having such change must, with respect to amounts
deferred or credited hereunder on or after January 1, 2005:
|
(1) |
not result in the acceleration of payments;
|
||
(2) |
not be effective for 12 months after such change is made;
|
||
(3) |
result in the deferral of payments with respect to which the election is
changed for a period of at least 5 years; and
|
||
(4) |
not be made less than 12 months prior to the first scheduled payment.
|
17
(b) |
Notwithstanding subsection 7.020(a), a Participant may make a new election applicable to
such Participants Account during the transition period specified in the final regulations
issued under Code Section 409A, so long as such election satisfies the requirements for new
elections contained in the final regulations issued under Code Section 409A.
|
|
(c) |
The Beneficiary Designation Form most recently filed with the Committee or its delegate
prior to the Participants death will govern the payout of the Participants Pre-Retirement
Survivor Benefit. If a Participant does not make any election with respect to the payment
of the Pre-Retirement Survivor Benefit, then such benefit will be paid in a lump sum.
Despite the foregoing, if the Participants Account Balance at the time of his death is less
than $25,000, payment of the Pre-Retirement Survivor Benefit will be made in a lump sum.
The lump sum payment will be made no later than sixty (60) days after the last day of the
Plan Year in which the Committee or its delegate is provided with proof that is satisfactory
to the Committee or its delegate of the Participants death. Any payment made will be
subject to the Deduction Limitation.
|
18
19
(a) |
no amendment or modification shall be effective to decrease or restrict the value of a
Participants Account Balance in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination of Employment as of the
effective date of the amendment or modification or, if the amendment or modification occurs
after the date upon which the Participant was eligible to Retire, the Participant had Retired
as of the effective date of the amendment or modification;
|
|
(b) |
no amendment or modification of this Section 12.020 shall be effective; and
|
|
(c) |
the amendment or modification of the Plan shall not affect any Participant or Beneficiary who
has become entitled to the payment of benefits under the Plan as of the date of the amendment
or modification.
|
20
(a) |
make, amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan, and
|
|
(b) |
decide or resolve any and all questions including interpretations of this Plan, as may arise
in connection with the Plan.
|
(a) |
pay all reasonable administrative expenses and fees of the Third-Party Administrator;
|
|
(b) |
indemnify the Third-Party Administrator against any costs, expenses and liabilities
including, without limitation, attorneys fees and expenses arising in connection with the
performance of such administrator hereunder, except with respect to matters resulting from the
gross negligence or willful misconduct of the said administrator or its employees or agents;
and
|
|
(c) |
supply full and timely information to the Third-Party Administrator on all matters relating
to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the
Participants, the date of circumstances of the Retirement, Disability, death or Termination of
Employment of the Participants, and such other pertinent information as the Third-Party
Administrator may reasonably require.
|
21
22
(a) |
that the Claimants requested determination has been made, and that the claim has been
allowed in full; or
|
|
(b) |
that the Committee or its delegate has reached a conclusion contrary, in whole or in part, to
the Claimants requested determination, and such notice must set forth in a manner calculated
to be understood by the Claimant;
|
|
(c) |
the specific reason(s) for the denial of the claim, or any part of it;
|
(1) |
specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;
|
||
(2) |
a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or information
is necessary; and
|
||
(3) |
an explanation of the claim review procedure set forth in Section 15.030 below.
|
(a) |
may review pertinent documents;
|
|
(b) |
may submit written comments or other documents; and/or
|
|
(c) |
may request a hearing, which the Committee or its delegate, in its sole discretion, may
grant.
|
(a) |
specific reasons for the decision;
|
|
(b) |
specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
|
|
(c) |
such other matters as the Committee or its delegate deems relevant.
|
23
(a) |
be a non-qualified grantor trust which satisfies in all material respects the requirement of
Revenue Procedure 92-64, 1992-2 CB 122 (or any successor Revenue Procedure or other applicable
authority);
|
|
(b) |
become irrevocable upon a Change of Control (to the extent not then irrevocable); and
|
|
(c) |
provide that any successor trustee shall be a bank trust department or other party that may
be granted corporate trustee powers under state law.
|
24
25
26
27
I. |
Accounts.
|
(1) |
the balance of such Sub-Account as of the last preceding Determination Date,
plus
|
||
(2) |
any Deferred Compensation credited to such Sub-Account since the last preceding
Determination date, plus
|
||
(3) |
the sum of the three (3) monthly amounts determined by multiplying the average
daily balance of such Sub-Account during each of the three calendar months since the
last preceding Determination Date by the Interest Rate applicable to such month, minus
|
||
(4) |
the amount of all Plan Benefits, if any, paid during the period since the last
preceding Determination Date.
|
II. |
Retirement Distributions and Withdrawals of Predecessor Plan Accounts.
|
|
(a) |
With respect to the provisions of the Predecessor Plans which were in effect immediately
prior to the Effective Date of this Plan as they regard benefits payable at retirement or
employment termination to a Participant, or at the time of a Participants death, to his
Beneficiary, such provisions shall remain in effect hereunder, but only with respect to
amounts deferred prior to the Effective Date of this Plan (and earnings thereon pursuant to
the preceding Section of this Appendix).
|
|
(b) |
No Plan Benefit shall be payable to a Participant in one of the Predecessor Plans prior to
his termination of employment, except that, in the case of the Rockwell Predecessor Plan, the
Committee or its delegate may permit a Participant or, after a Participants death, a
|
28
Participants Beneficiary or other person or entity entitled to receive such Predecessor
Plan benefit to withdraw from his Account prior to his termination of employment:
|
||||
(1) |
an amount necessary to meet a financial hardship, or
|
|||
(2) |
his entire Account balance
|
III. |
Funding of Rabbi Trust for Account Balances upon Change of Control.
|
(a) |
be a non-qualified grantor trust which satisfies in all material respects the requirement of
Revenue Procedure 92-64, 1992-2 CB 122 (or any successor Revenue Procedure or other applicable
authority);
|
|
(b) |
become irrevocable upon a change of Control (to the extent not then irrevocable); and
|
|
(c) |
provide that any successor trustee shall be a bank trust department or other party that may
be granted corporate trustee powers under state law.
|
29
|
Balanced Fund
|
|
Blue Chip Growth Fund
|
|
Capital & Income Fund
|
30
|
Diversified International Fund
|
|
Equity Income Fund
|
|
Fidelity Fund
|
|
Investment Grade Bond Fund
|
31
|
Market Index Fund
|
|
Mid-Cap Stock Fund
|
|
Small Cap Fund
|
32
|
US Govt. Money Market Fund
|
33
Fiscal Year Ended September 30, | ||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
Earnings available for fixed charges:
|
||||||||||||||||||||
Income from continuing operations before income taxes
and cumulative effect of accounting change
|
$ | 891.4 | $ | 737.0 | $ | 438.1 | $ | 297.6 | $ | 229.2 | ||||||||||
Adjustments:
|
||||||||||||||||||||
Undistributed (income) loss of affiliates
|
(3.1 | ) | (3.8 | ) | (3.2 | ) | (3.2 | ) | (1.2 | ) | ||||||||||
Minority interest in income (losses) of subsidiaries
|
| | | 1.1 | (1.0 | ) | ||||||||||||||
|
||||||||||||||||||||
|
$ | 888.3 | $ | 733.2 | $ | 434.9 | $ | 295.5 | $ | 227.0 | ||||||||||
|
||||||||||||||||||||
Add fixed charges included in earnings:
|
||||||||||||||||||||
Interest expense
|
$ | 58.4 | $ | 45.8 | $ | 41.7 | $ | 52.5 | $ | 66.1 | ||||||||||
Interest element of rentals
|
49.0 | 43.1 | 41.4 | 38.6 | 38.9 | |||||||||||||||
|
||||||||||||||||||||
Total
|
107.4 | 88.9 | 83.1 | 91.1 | 105.0 | |||||||||||||||
|
||||||||||||||||||||
Total earnings available for fixed charges
|
$ | 995.7 | $ | 822.1 | $ | 518.0 | $ | 386.6 | $ | 332.0 | ||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Fixed charges included in earnings
|
$ | 107.4 | $ | 88.9 | $ | 83.1 | $ | 91.1 | $ | 105.0 | ||||||||||
Capitalized interest
|
3.2 | 1.0 | | | | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 110.6 | $ | 89.9 | $ | 83.1 | $ | 91.1 | $ | 105.0 | ||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
(1)
|
9.0 | 9.1 | 6.2 | 4.2 | 3.2 | |||||||||||||||
|
(1) |
In computing the ratio of earnings to fixed charges, earnings are defined as income from
continuing operations before income taxes and cumulative effect of accounting change, adjusted
for minority interest in income or loss of subsidiaries, undistributed earnings of affiliates,
and fixed charges exclusive of capitalized interest. Fixed charges consist of interest on
borrowings and that portion of rentals deemed representative of the interest factor.
|
AS OF SEPTEMBER 30, 2006
Percentage of Voting
Securities Owned By
Name and Jurisdiction
Registrant
Subsidiary
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
96.52
%
3.48
%
100
%
100
%
100
%
100
%
89
%
11
%
Percentage of Voting
Securities Owned By
Name and Jurisdiction
Registrant
Subsidiary
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
0.04
%
99.96
%
100
%
100
%
100
%
100
%
100
%
100
%
89
%
11
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
Percentage of Voting | ||||||||
Securities Owned By | ||||||||
Name and Jurisdiction | Registrant | Subsidiary | ||||||
Rockwell Comercia e Servicos de Automacao Ltda. (Brazil)
|
100 | % | ||||||
Rockwell European Holdings Ltd. (England)
|
89 | % | 11 | % | ||||
Rockwell FSC Ltd. (Barbados)
|
||||||||
Rockwell International Limited (England)
|
100 | % | ||||||
Rockwell International Corporation (Nevada)
|
100 | % | ||||||
Rockwell International GmbH (Germany)
|
100 | % | ||||||
Rockwell International Overseas Corp. (Delaware)
|
100 | % | ||||||
Rockwell Otomasyon Ticaret A.S. (Turkey)
|
100 | % | ||||||
Rockwell Automation Korea Ltd. (Korea)
|
100 | % | ||||||
Rockwell Services, Inc. (Delaware)
|
100 | % | ||||||
Rockwell Tecate S.A. de C.V. (Mexico)
|
99 | % | 1 | % | ||||
ROK III Acquisition Corporation (Delaware)
|
100 | % | ||||||
Siralop Limited (England)
|
100 | % | ||||||
Sprecher & Schuh, Inc. (New York)
|
100 | % | ||||||
Vermont Reserve Insurance Company (Vermont)
|
100 | % | ||||||
W Interconnections Canada Inc. (Canada)
|
100 | % | ||||||
W Interconnections S.A. de C.V. (Mexico)
|
100 | % | ||||||
W Interconnections, Inc. (Delaware)
|
100 | % |
1. |
the Companys Annual Report on
Form 10-K
for the fiscal year ended September 30,
2006 and any amendments thereto;
|
||
2. |
any and all amendments (including supplements and post-effective amendments) to the
Registration Statement on
Form S-3
(Registration No. 333-43071) registering debt securities
of the Company in an aggregate principal amount of up to $1,000,000,000 and any shares of
Common Stock, par value $1 per share, of the Company (including the associated Preferred
Share Purchase Rights) (collectively, the Common Stock) issuable or deliverable upon
conversion or exchange of any such debt securities that are convertible into or
exchangeable for Common Stock;
|
||
3. |
any and all amendments (including supplements and post-effective amendments) to
|
a) |
the Registration Statements on
Form S-8
registering securities to be
sold under the Companys 2000 Long-Term Incentives Plan (Registration Nos.
333-38444 and 333-113041);
|
||
b) |
the Registration Statement on
Form S-8
registering securities to be
sold under the Companys 1995 Long-Term Incentives Plan and 1988 Long-Term
Incentives Plan (Registration No. 333-17055);
|
||
c) |
the Registration Statement on
Form S-8
registering securities to be
sold pursuant to the Companys Salaried Retirement Savings Plan, as amended, the
Companys Retirement Savings Plan for Certain Employees, as amended, and the
Companys Non-Represented Hourly Retirement Savings Plan, as amended (Registration
No. 333-17031);
|
||
d) |
the Registration Statement on
Form S-8
registering securities to be
sold pursuant to the Companys Employee Savings and Investment Plan for Represented
Hourly Employees, as amended (Registration No. 333-17405);
|
||
e) |
the Registration Statement on
Form S-8
registering securities to be
sold pursuant to the Companys Retirement Savings Plan for Represented Hourly
Employees, as amended (Registration No. 333-89219);
|
1
f) |
the Registration Statement on
Form S-8
relating to the Companys
Deferred Compensation Plan (Registration No. 333-34826);
|
||
g) |
the Registration Statement on
Form S-8
registering securities to be
sold under the Companys Directors Stock Plan (Registration No. 333-93593);
|
||
h) |
the Registration Statement on
Form S-8
registering securities to be
sold pursuant to the Companys 2003 Directors Stock Plan (Registration No.
333-101780); and
|
||
i) |
the Registration Statement on
Form S-8
registering securities to be
sold pursuant to Non-Employee Director Stock Options Granted on July 31, 2001 and
February 6, 2002 (Registration No. 333-125702); and
|
4. |
any and all amendments (including supplements and post-effective amendments) to the
Registration Statement on
Form S-3
Registration No. 333-24685) registering
|
a) |
certain shares of Common Stock acquired or which may be acquired by
permitted transferees upon the exercise of transferable options assigned or to be
assigned to them by certain participants in the Companys 1988 Long-Term Incentives
Plan in accordance with that Plan; and
|
||
b) |
the offer and resale by any such permitted transferee who may be deemed
to be an affiliate of the Company within the meaning of Rule 405 under the
Securities Act of 1933, as amended (an Affiliate Selling Shareowner), of Common
Stock so acquired or which may be acquired by such Affiliate Selling Shareowner
upon exercise of any such transferable option.
|
Signature | Title | Date | ||
|
||||
/s/
Keith D. Nosbusch
|
Chairman of the Board, President and Chief Executive Officer (principal executive officer) | November 1, 2006 | ||
|
||||
Keith D. Nosbusch
|
||||
|
||||
/s/
Betty C. Alewine
|
Director | November 1, 2006 | ||
|
||||
Betty C. Alewine
|
2
Signature | Title | Date | ||
|
||||
/s/
Don H. Davis, Jr.
|
Director | November 1, 2006 | ||
|
||||
Don H. Davis, Jr.
|
||||
|
||||
/s/
Verne G. Istock
|
Director | November 1, 2006 | ||
|
||||
Verne G. Istock
|
||||
|
||||
/s/
Barry C. Johnson
|
Director | November 1, 2006 | ||
|
||||
Barry C. Johnson
|
||||
|
||||
/s/
William T. McCormick, Jr
|
Director | November 1, 2006 | ||
|
||||
William T. McCormick, Jr.
|
||||
|
||||
/s/
Bruce M. Rockwell
|
Director | November 1, 2006 | ||
|
||||
Bruce M. Rockwell
|
||||
|
||||
/s/
David B. Speer
|
Director | November 1, 2006 | ||
|
||||
David B. Speer
|
||||
|
||||
/s/
Joseph F. Toot, Jr.
|
Director | November 1, 2006 | ||
|
||||
Joseph F. Toot, Jr.
|
||||
|
||||
/s/
Kenneth F. Yontz
|
Director | November 1, 2006 | ||
|
||||
Kenneth F. Yontz
|
||||
|
||||
/s/
James V. Gelly
|
Senior Vice President and Chief Financial Officer (principal financial officer) | November 1, 2006 | ||
|
||||
James V. Gelly
|
3
Signature | Title | Date | ||
|
||||
/s/
Douglas M. Hagerman
|
Senior Vice President, General Counsel and Secretary | November 1, 2006 | ||
|
||||
Douglas M. Hagerman
|
||||
|
||||
/s/
David M. Dorgan
|
Vice President and Controller (principal accounting officer) | November 1, 2006 | ||
|
||||
David M. Dorgan
|
4
1. |
I have reviewed this annual report on Form 10-K of Rockwell Automation, Inc.;
|
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
||
3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
||
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
|
|
/s/ Keith D. Nosbusch | ||
|
|||
|
Keith D. Nosbusch | ||
|
Chairman, President and | ||
|
Chief Executive Officer |
1. |
I have reviewed this annual report on Form 10-K of Rockwell Automation, Inc.;
|
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
||
3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
||
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
|
|
/s/ James V. Gelly | ||
|
|||
|
James V. Gelly | ||
|
Senior Vice President and | ||
|
Chief Financial Officer |
|
/s/ Keith D. Nosbusch | ||
|
|||
|
Keith D. Nosbusch | ||
|
Chairman, President and | ||
|
Chief Executive Officer |
|
/s/ James V. Gelly | ||
|
|||
|
James V. Gelly | ||
|
Senior Vice President and | ||
|
Chief Financial Officer |