Annual Report of Employee Stock Plans (11-k)

Date : 06/13/2018 @ 2:23PM
Source : Edgar (US Regulatory)
Stock : Rockwell Automation, Inc. (ROK)
Quote : 173.78  0.15 (0.09%) @ 8:00PM
Rockwell Automation share price Chart

Annual Report of Employee Stock Plans (11-k)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
___________________________________________________________ 
FORM 11-K
 
___________________________________________________________ 
(Mark One):
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      .
Commission file number 1-12383
 
___________________________________________________________ 
 
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





All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Rockwell Automation Retirement Savings
Plan Employees and Participants therein:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Rockwell Automation Retirement Savings Plan (the “Plan”) as of December 31, 2017 and 2016, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

























Supplemental Information

The supplemental information in the accompanying schedule of Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its forms and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BAKER TILLY VIRCHOW KRAUSE, LLP


We have served as the Plan's auditor since 2007.

Milwaukee, Wisconsin
June 13, 2018





ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2017 AND 2016

 
 
 
2017
 
2016
ASSETS
 
 
 
 
Investments
 
 
 
 
Investment in Master Trust, at fair value (Note 3)
 
$
2,765,695,529

 
$
2,305,923,331

Investment in Master Trust, at contract value (Note 3)
 
413,213,780

 
440,486,930

Total investment in Master Trust
 
3,178,909,309

 
2,746,410,261

Receivables
 
 
 
 
Notes receivable from participants
 
19,650,455

 
19,379,399

Employer contributions
 
11,607,372

 
9,282,344

Total receivables
 
31,257,827

 
28,661,743

Total assets
 
3,210,167,136

 
2,775,072,004

NET ASSETS AVAILABLE FOR BENEFITS
 
$
3,210,167,136

 
$
2,775,072,004

See Notes to Financial Statements.

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ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
 
 
 
 
2017
 
2016
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
 
$
2,775,072,004

 
$
2,631,315,934

ADDITIONS:
 
 
 
 
Income:
 
 
 
 
Interest in income of Master Trust
 
528,485,073

 
253,626,686

Interest on notes receivable from participants
 
852,313

 
808,020

Total income
 
529,337,386

 
254,434,706

Contributions:
 
 
 
 
Employer
 
31,093,782

 
28,660,700

Employee
 
81,213,626

 
76,883,954

Other
 
12,069

 
5,606

Total contributions
 
112,319,477

 
105,550,260

Total additions
 
641,656,863

 
359,984,966

DEDUCTIONS:
 
 
 
 
Payments to participants or beneficiaries
 
247,584,986

 
213,600,171

Administrative expenses
 
2,387,632

 
2,628,725

Total deductions
 
249,972,618

 
216,228,896

NET INCREASE BEFORE TRANSFERS
 
391,684,245

 
143,756,070

NET TRANSFERS BETWEEN AFFILIATED PLANS
 
43,410,887

 

NET INCREASE
 
435,095,132

 
143,756,070

NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
 
$
3,210,167,136

 
$
2,775,072,004

See Notes to Financial Statements.


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ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
1.
DESCRIPTION OF THE PLAN
The following brief description of the Rockwell Automation Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Summary Plan Description and Plan document for more complete information.
a.
General - The Plan is a defined contribution savings plan sponsored by Rockwell Automation, Inc. (“Rockwell Automation”). The Rockwell Automation Employee Benefit Plan Committee and the Plan Administrator control and manage the operation and administration of the Plan. Fidelity Management Trust Company (the “Trustee”) is the trustee of the Rockwell Automation, Inc. Defined Contribution Master Trust (the “Master Trust”). The assets of the Plan are managed by the Trustee and several other investment managers. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Participants in the Plan may invest in a suite of lifecycle commingled pools, core investment options and a brokerage option. In addition, the Rockwell Automation Stock Fund was available in 2017 and 2016 and is specific to the Plan.
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.
Newly hired employees are automatically enrolled at a 3% pre-tax contribution rate after 30 days of employment.
Rockwell Automation contributes an amount equal to 50% of the first 6% of base compensation contributed by the participants. All Rockwell Automation matching contributions are made to the Rockwell Automation Stock Fund. Participants may elect to transfer a portion or all of their holdings in the Rockwell Automation Stock Fund to one or more of the other investment funds.
Employees hired after June 30, 2010 are eligible for a Non-Elective contribution to the Plan. The Non-Elective contribution is based on age and years of service as of December 31 each year and ranges from 3% to 7% of eligible compensation. The contribution is paid by Rockwell Automation annually, at the end of the first quarter of the following calendar year. These participants are also eligible for the matching contribution of 50% of the first 6% of base compensation contributed to the Plan by the participants.
The contribution schedule for the Non-Elective contribution is as follows:
Age + Years of
Service
 
Company Contribution in
% of Compensation
< 40
 
3%
40 to 59
 
4%
60 to 79
 
5%
80 +
 
7%


- 5 -



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. 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 (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, 2017 and 2016 , forfeited nonvested accounts totaled $221,174 and $412,660 , respectively. During the years ended December 31, 2017 and 2016 , Rockwell Automation’s contributions were reduced by $1,416,922 and $700,000 , 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, 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.

- 6 -



k.
Net transfers - Effective June 30, 2017, the Maverick Technologies 401(k) Retirement Plan was merged into the Plan resulting in net transfers into the Plan of $43,410,887 .
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
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.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the dividend payable date.
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:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Master Trust has the ability to access.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:
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.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.
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.

- 7 -



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.
Recent Accounting Standards - In 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. We are currently evaluating the impact the adoption of this guidance will have on the financial statements and related disclosures.
h.
Subsequent Events – Management has evaluated the impact of all subsequent events through June 13, 2018 , 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
The Plan’s investments are held in the Master Trust account at the Trustee. Use of the Master Trust permits the commingling of the trust assets of a number of benefit plans of Rockwell Automation and its subsidiaries for investment and administrative purposes. Although assets are commingled in the Master Trust, the Trustee maintains supporting records for the purpose of allocating the net earnings or loss of the investment accounts to the various participating plans. The plans that participate in the Master Trust as of December 31, 2017 are: the Rockwell Automation Retirement Savings Plan, the Rockwell Automation 1165(e) Plan, and the W Interconnections, Inc. Employee Savings Plan (collectively, the “Plans”). Effective February 1, 2018, the W Interconnections, Inc. Employee Savings Plan was transfered out of the Master Trust.
The Master Trust 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. If quoted market prices are not available, the fair value of investments is estimated primarily by independent investment brokerage firms and insurance companies.
The net earnings or loss of the accounts for each day are allocated by the Trustee to each participating plan based on the relationship of the interest of each plan to the total of the interests of all participating plans.
The net assets of the Master Trust are summarized as follows:
 
 
December 31,
 
 
2017
 
2016
Investments:
 
 
 
 
Investments, at fair value
 
$
2,784,760,882

 
$
2,321,265,468

Investments, at contract value
 
416,797,938

 
444,656,573

Total investments
 
3,201,558,820

 
2,765,922,041

Accrued fees
 
(138,358
)
 
(175,851
)
Net assets of the Master Trust
 
3,201,420,462

 
2,765,746,190

Less amounts allocated to Rockwell Automation 1165(e) Plan and W Interconnections, Inc. Employee Savings Plan
 
(22,511,153
)
 
(19,335,929
)
Plan's interest in the Master Trust
 
$
3,178,909,309

 
$
2,746,410,261


- 8 -



The following is a description of the valuation methodologies used for the Master Trust’s investments measured at fair value. There have been no changes in the methodologies during the years ended December 31, 2017 and 2016 .
Mutual funds – Valued at the closing price reported on the active market on which the individual funds are traded.
Lifecycle commingled pools – Valued at the net asset value (“NAV”) as determined by the custodian of the fund. The NAV is based on the fair value of the underlying assets owned by the fund, minus its liabilities, then divided by the number of units outstanding. The investment objective of these funds is to match performance of the appropriate custom target date fund index.
Brokerage accounts – Consist primarily of equity and fixed income investments valued at the most recent closing price reported on the market on which the individual securities are traded.
Separate account funds; Rockwell Automation Stock Fund – Valued at the NAV of shares held at year end based on the fair value of the underlying investments, primarily Rockwell Automation common stock and short-term investments. The fund seeks to increase value of the participant investments over the long-term by investing in Rockwell Automation common stock. Short-term investments provide needed liquidity to the fund.
Separate account funds; Other – Valued at the NAV of shares held at year end based on the fair value of the underlying investments. The objective of these funds is to provide long-term capital growth and current income (Diversified Fund) and to outperform the benchmark Russell 2500 Index over the long-term (Small & Mid Cap Equity fund).
Common collective trusts – Valued at the NAV, as reported by the fund manager, based on the fair value of the underlying investments.  The investment objective of the funds is to match the performance, adjusted for investment fees, of the S&P 500 Index (Northern Trust S&P 500 Index Fund), Barclays Capital US Aggregate Bond Index (Northern Trust Collective Aggregate Index Bond Fund), and Morgan Stanley All Country World ex-US Investable Market Index (Northern Trust ACWI ex-US Investable Market Fund).
The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Master Trust management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the fair value of the Master Trust’s investments:
 
 
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


- 9 -



 
 
December 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Brokerage accounts:
 
 
 
 
 
 
 
 
Cash
 
$
13,858,548

 
$

 
$

 
$
13,858,548

Common stocks
 
26,880,466

 

 

 
26,880,466

Mutual funds
 
32,596,963

 

 

 
32,596,963

Other
 
667,290

 

 

 
667,290

Total assets in the fair value hierarchy
 
$
74,003,267

 
$

 
$

 
74,003,267

Investments measured at NAV (a)
 
 
 
 
 
 
 
2,247,262,201

Investments at fair value
 
 
 
 
 
 
 
$
2,321,265,468

(a) In accordance with ASC Subtopic 820-10, certain investments that were measured at the NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the financial statements.
The following tables summarize investments for which fair value is measured using the NAV per share practical expedient. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
 
 
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

 
 
 
 
 
 
 
 
December 31, 2016
 
 
Fair Value
 
Unfunded Commitments
 
Redemption Frequency
 
Redemption Notice Period
Separate account funds
 
$
843,054,715

 
N/A
 
Daily
 
0-30 days
Lifecycle commingled pools
 
661,515,278

 
N/A
 
Daily
 
15 days
Common collective trusts
 
742,692,208

 
N/A
 
Daily
 
30-90 days
Total investments measured at NAV
 
$
2,247,262,201

 
 
 
 
 
 
The Plan offers a Stable Value Fund option which, through the Master Trust, invests primarily in the money market investments and synthetic investment contracts. These contracts meet the fully benefit-responsive investment contract criteria and therefore are reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Master Trust. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses. The contract value of synthetic investment contracts held by the Master Trust was $416,797,938 and $444,656,573 as of December 31, 2017 and 2016 , respectively. The Master Trust does not invest in traditional investment contracts.
The synthetic investment contracts held by the Master Trust include wrapper contracts that provide a guarantee that the credit rate will not fall below 0%. Cash flow volatility (for example, timing of the benefit payments) as well as asset underperformance can be passed through to the Master Trust through adjustments to future contract crediting rates. Formulas are provided in each contract that adjusts renewal crediting rates to recognize the difference between the fair value and the book value of the underlying assets. Crediting rates are reviewed quarterly for resetting.

- 10 -



The Master Trust’s ability to receive amounts due in accordance with fully benefit-responsive investment contracts is dependent on the third-party issuer’s ability to meet its financial obligations. The issuer’s ability to meet its contractual obligations may be affected by future economic and regulatory developments.

Certain events limit the ability of the participating plans to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plans' documents (including complete or partial plan termination or merger with another plan); (ii) changes to the Plans’ prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the plan sponsor or other plan sponsor events (e.g. divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plans, or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act of 1974. The management of the Master Trust does not believe that the occurrence of any such event, which would limit the Plans’ ability to transact at contract value with participants, is probable.

In addition, certain events allow the issuer to terminate the contracts with the Plan and settle at an amount different from contract value. Such events include the following: (i) an uncured violation of the Plan’s investment guidelines; (ii) a breach of material obligation under the contract; (iii) a material misrepresentation; or (iv) a material amendment to the agreements without the consent of the issuer.

The Plan’s interest in the Stable Value Fund was approximately 99% at December 31, 2017 and 2016 .

The net investment income of the Master Trust is summarized as follows:
 
 
Year Ended December 31,
 
 
2017
 
2016
Interest
 
$
10,606,485

 
$
9,949,330

Dividends
 
7,126,463

 
7,580,751

Net appreciation in fair value of investments:
 
513,964,500

 
236,604,497

Investment income of the Master Trust
 
531,697,448

 
254,134,578

Less income allocated to Rockwell Automation 1165(e) Plan and W Interconnections, Inc. Employee Savings Plan
 
(3,212,375
)
 
(507,892
)
Plan's income in the Master Trust
 
$
528,485,073

 
$
253,626,686

The Plan’s interest in the Master Trust, as a percentage of net assets held by the Master Trust, was approximately 99% at December 31, 2017 and 2016 . While the Plan participates in the Master Trust, the investment portfolio is not ratable among the various participating plans. As a result, those plans with smaller participation in the common stock funds recognized disproportionately less net appreciation in 2017 and 2016 .
The Master Trust holds certain investments that represent 10% or more of net assets. As of December 31, 2017 and 2016 , the Master Trust held four of such investments totaling $1,767,053,901 and $1,559,577,722 , respectively.

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4.
NON-PARTICIPANT DIRECTED INVESTMENTS
Company matching contributions are directed to the Rockwell Automation Stock Fund. Information about the net assets and the significant components of the changes in net assets relating to the non-participant directed investments in the Rockwell Automation Stock Fund is as follows:
 
 
Year Ended December 31,
 
 
2017
 
2016
Net Assets, Beginning of Year *
 
$
231,507,068

 
$
190,900,068

Changes in net assets:
 
 
 
 
Contributions
 
20,668,262

 
20,078,356

Dividends
 
4,965,450

 
5,258,111

Net appreciation in fair value
 
98,936,108

 
57,066,148

Benefits paid to participants
 
(16,439,566
)
 
(11,597,850
)
Administrative expenses
 
(18,679
)
 
(19,035
)
Transfers
 
(41,252,156
)
 
(30,177,548
)
Adjustments
 
(270
)
 
(1,182
)
Total changes in net assets
 
66,859,149

 
40,607,000

Net Assets, End of Year *
 
$
298,366,217

 
$
231,507,068

*
These net assets are included in the Rockwell Automation Stock Fund in the Master Trust.
5.
TAX STATUS
The Internal Revenue Service (the “IRS”) has determined and informed Rockwell Automation by letter dated April 25, 2014, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code of 1986, as amended (the “IRC”). The Plan has been amended since receiving the determination letter. The Plan Administrator believes that the Plan is currently designed and is being operated in compliance with the applicable provisions of the IRC and the Plan continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America require the Plan’s management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016 , there were no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

- 12 -



6.
RELATED-PARTY TRANSACTIONS
Certain Master Trust investments are shares of mutual funds and lifecycle funds managed by the Trustee. Fidelity is the trustee and recordkeeper as defined by the Master Trust; therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Master Trust for investment management services were included as a reduction of the return earned on each fund.
At December 31, 2017 and 2016 , the Master Trust held 2,164,590 and 2,405,011 shares, respectively, of common stock of Rockwell Automation, the sponsoring employer, with a cost basis of $81,307,534 and $83,535,840 , respectively, and a fair value of $425,017,247 and $323,233,478 , respectively.
During 2017 and 2016 , dividends on Rockwell Automation common stock, held in the Master Trust, paid and/or credited to eligible plan participants’ accounts totaled $7,115,175 and $7,517,670 , respectively.
The Plan issues loans to participants, which are secured by the participant’s account balances. These transactions qualify as party-in-interest transactions. As of December 31, 2017 and 2016 , notes receivable from participants totaled $19,650,455 and $19,379,399 , respectively.

- 13 -



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2017
EIN 25-1797617
PLAN NUMBER 008

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
 
$
2,138,098,120

 
$
3,178,909,309

*
 
Various participants
 
Loans from participants; rates ranging between 4.25% and 9.00%, due 2018 to 2033
 

 
19,650,455

 
 
Total assets (held at end of year)
 
 
 
$
2,138,098,120

 
$
3,198,559,764

*
Party-in-interest

- 14 -



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
 
 
By
 
/s/ Teresa E. Carpenter
 
 
Teresa E. Carpenter
 
 
Plan Administrator
Date: June 13, 2018

- 15 -



Exhibit A
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements No. 333-184400 and 333-149581 of Rockwell Automation, Inc. on Form S-8 of our report dated June 13, 2018 , appearing in this Annual Report on Form 11-K of Rockwell Automation Retirement Savings Plan for the year ended December 31, 2017 .
/s/ BAKER TILLY VIRCHOW KRAUSE, LLP
Milwaukee, Wisconsin
June 13, 2018


- 16 -

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