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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

Form 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 1-12383

Rockwell Automation, Inc.

(Exact name of registrant as specified in its charter)


Delaware		25-1797617
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
1201 South Second Street
Milwaukee,	Wisconsin	53204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

+1 (414) 382-2000

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock ($1.00 par value)

ROK

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of registrant’s voting stock held by non-affiliates of registrant on March 31, 2025 was approximately $29.1 billion. 112,273,567 shares of registrant’s Common Stock, par value $1 per share, were outstanding on October 31, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of registrant to be held on February 10, 2026, is incorporated by reference into Part III hereof.

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PART I			Page
	Item 1. Business		2
	Item 1A. Risk Factors		4
	Item 1B. Unresolved Staff Comments		12
	Item 1C. Cybersecurity		12
	Item 2. Properties		13
	Item 3. Legal Proceedings		13
	Item 4. Mine Safety Disclosures		14
	Item 4A. Information about our Executive Officers		14
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
	Item 6. [Reserved]		17
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		40
	Item 8. Financial Statements and Supplementary Data		41
		CONSOLIDATED BALANCE SHEET	41
		CONSOLIDATED STATEMENT OF OPERATIONS	42
		CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	43
		CONSOLIDATED STATEMENT OF CASH FLOWS	44
		CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY	45
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	46
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		92
	Item 9A. Controls and Procedures		92
	Item 9B. Other Information		92
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		92
PART III
	Item 10. Directors, Executive Officers and Corporate Governance		93
	Item 11. Executive Compensation		93
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		93
	Item 13. Certain Relationships and Related Transactions, and Director Independence		94
	Item 14. Principal Accountant Fees and Services		94
PART IV
	Item 15. Exhibits and Financial Statement Schedules		95
	Item 16. Form 10-K Summary		98
SIGNATURES

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PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

•macroeconomic factors, including inflation, global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), commodity prices, currency exchange rates, the cyclical nature of our customers’ capital spending, and sovereign debt concerns;

•laws, regulations, and governmental policies affecting our activities in the countries where we do business, including those related to trade policies, including tariffs, taxation, trade controls, cybersecurity, and climate change;

•the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;

•the availability and price of components and materials;

•the availability, effectiveness, and security of our information technology systems;

•our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;

•the successful execution of our cost productivity and margin expansion initiatives;

•our ability to attract, develop, and retain qualified employees;

•the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;

•the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;

•our ability to manage and mitigate the risks associated with our solutions and services businesses;

•competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;

•the availability and cost of capital;

•disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;

•intellectual property infringement claims by others and the ability to protect our intellectual property;

•the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;

•the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;

•our ability to manage costs related to employee retirement and health care benefits; and

•other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A. Risk Factors for more information.

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Item 1. Business

General

Rockwell Automation, Inc. (Rockwell Automation or the Company) is the world’s largest company dedicated to industrial automation and digital transformation. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) for additional information on our business and long-term strategy.

The Company continues the business founded as the Allen-Bradley Company in 1903. The privately-owned Allen-Bradley Company was a leading North American manufacturer of industrial automation equipment when the former Rockwell International Corporation (RIC) purchased it in 1985.

The Company was incorporated in Delaware in connection with a tax-free reorganization completed on December 6, 1996, pursuant to which we divested our former aerospace and defense businesses (the A&D Business) to The Boeing Company (Boeing). In the reorganization, RIC contributed all of its businesses, other than the A&D Business, to the Company and distributed all capital stock of the Company to RIC’s shareowners. Boeing then acquired RIC.

As used herein, the terms “we”, “us”, “our”, “Rockwell Automation”, or the “Company” include wholly-owned and controlled majority-owned subsidiaries and predecessors unless the context indicates otherwise. Information included in this Annual Report on Form 10-K refers to our continuing businesses unless otherwise indicated.

Whenever an Item of this Annual Report on Form 10-K refers to information in our Proxy Statement for our Annual Meeting of Shareowners to be held on February 10, 2026 (the Proxy Statement), or to information under specific captions in Item 7. MD&A, or in Item 8. Financial Statements and Supplementary Data (the Consolidated Financial Statements), the information is incorporated in that Item by reference. All date references to years and quarters refer to our fiscal year and quarters, unless otherwise stated.

Operating Segments

We have three operating segments: Intelligent Devices, Software & Control, and Lifecycle Services. The Intelligent Devices segment includes drives, motion, advanced material handling, safety, sensing, industrial components, and configured-to-order products. The Software & Control segment includes control and visualization software and hardware, digital twin, simulation and information software, and network and security infrastructure. The Lifecycle Services segment includes digital consulting, professional services including engineered-to-order solutions, recurring services including cybersecurity, safety, remote monitoring, and asset management, and the Sensia joint venture.

Our operating segments share common sales, supply chain, and functional support organizations and conduct business globally. Major markets served by all segments consist of discrete end markets (e.g., Automotive including Electric Vehicle and Battery, Semiconductor, and e-Commerce & Warehouse Automation), hybrid end markets (e.g., Food & Beverage, Life Sciences, and Tire), and process end markets (e.g., Energy, Mining, and Chemicals). See Note 20 in the Consolidated Financial Statements for additional information on our operating segments.

Geographic Information

We do business in more than 100 countries around the world. The largest sales outside the United States on a country of destination basis are in Canada, China, Italy, the United Kingdom, and Mexico. See Item 1A. Risk Factors for a discussion of risks associated with our global operations.

Competition

Our competitors range from large, diversified corporations that may also have business interests outside of industrial automation to smaller companies that offer a limited portfolio of industrial automation products, solutions, and services. Factors that influence our competitive position include the breadth and performance of our product, solution and services portfolio, technology differentiation, industry and application expertise, installed base, partner ecosystem, global presence and price. Major competitors include Siemens AG, ABB Ltd, Schneider Electric SA, Emerson Electric Co., Mitsubishi Electric Corp., Honeywell International Inc., and Dassault Systemes.

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Distribution

See Item 7. MD&A for information on our market access strategy, including distributor concentrations.

Employees

See Item 7. MD&A for information on our employees, including information related to attracting, developing, and retaining highly qualified employees.

Raw Materials

We purchase a wide range of equipment, components, finished products, and materials used in our business. The raw materials essential to the manufacture of our products generally are available at competitive prices. We have a broad base of suppliers and subcontractors. We depend upon the ability of our suppliers and subcontractors to meet performance and quality specifications and delivery schedules. See Item 1A. Risk Factors for a discussion of risks associated with our reliance on third-party suppliers.

Backlog

See Item 7. MD&A for information on our order backlog.

Environmental Protection Requirements

Information about the effect of compliance with environmental protection requirements and resolution of environmental claims is contained in Note 17 in the Consolidated Financial Statements. See Item 1A. Risk Factors for a discussion of risks associated with liabilities and costs related to environmental remediation.

Patents, Licenses, and Trademarks

We own or license numerous patents and patent applications related to our hardware and software products, solutions, and services. While in the aggregate our patents and licenses are important in the operation of our business, we do not believe that loss or termination of any one of them would materially affect our business or financial condition. We have received various claims of patent infringement and requests for patent indemnification. We believe that none of these claims or requests will have a material adverse effect on our financial condition. See Item 1A. Risk Factors for a discussion of risks associated with our intellectual property.

The Company’s name and its registered trademark “Rockwell Automation®” and other trademarks such as “Allen-Bradley®”, “A-B®”, “PlantPAx® Process Automation System™”, and “Connected Enterprise®” are important to all of our business segments. In addition, we own other important trademarks that we use, such as “ControlLogix®” and “CompactLogix®” for our control systems, “PowerFlex®” for our AC drives, “FactoryTalk®”, “Plex Systems®”, and “Fiix®” for our software and cloud offerings, “Clearpath®” and “Otto®” for our mobile robots, and “Verve®” for our asset inventory system and vulnerability management solution.

Seasonality

Our business segments are not subject to significant seasonality. However, the calendarization of our results can vary and may be affected by the seasonal spending patterns of our customers due to their annual budgeting processes and their working schedules.

Available Information

We maintain a website at https://www.rockwellautomation.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), as well as our annual reports to shareowners and Section 16 reports on Forms 3, 4, and 5, are available free of charge on this site through the “Investors” link as soon as reasonably practicable after we file or furnish these reports with the SEC. All reports we file with the SEC are also available free of charge via EDGAR through the SEC’s website at https://www.sec.gov. Our Guidelines on Corporate Governance and charters for our Board committees are also available on our website. The information contained on and linked from our website is not incorporated by reference into this Annual Report on Form 10-K.

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Item 1A. Risk Factors

In the ordinary course of our business, we face various strategic, operating, compliance, cybersecurity, and financial risks. These risks could have an impact on our business, financial condition, operating results, and cash flows. Our most significant risks are set forth below and elsewhere in this Annual Report on Form 10-K.

Our Enterprise Risk Management (ERM) process seeks to identify and address significant risks. Our ERM process assesses, manages, and monitors risks consistent with the integrated risk framework in the Enterprise Risk Management - Integrated Framework (2017) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We believe that risk-taking is an inherent aspect of the pursuit of our strategy. Our goal is to manage risks prudently rather than avoid risks. We can mitigate risks and their impact on the Company only to a limited extent.

A team of senior executives prioritizes identified risks and assigns an executive to address each major identified risk area and lead action plans to manage risks. Our Board of Directors provides oversight of the ERM process and reviews significant identified risks. The Audit Committee of the Board of Directors also reviews significant financial risk exposures, and the steps management has taken to monitor and manage them. Our other Board committees also play a role in risk management, as set forth in their respective charters.

Our goal is to proactively manage risks using a structured approach in conjunction with strategic planning, with the intent to preserve and enhance shareowner value. However, the risks set forth below and elsewhere in this Annual Report on Form 10-K and other risks and uncertainties could adversely affect us and cause our results to vary materially from recent results or from our anticipated future results.

Industry and Economic Risks

Adverse changes in macroeconomic or industry conditions may result in decreases in our sales and profitability.

We are subject to macroeconomic cycles and when recessions occur, we may experience reduced, canceled or delayed orders, payment delays or defaults, supply chain disruptions, or other adverse events as a result of the economic challenges faced by our customers, prospective customers, and suppliers. As our distributor partners and customers work to manage working capital and inventory levels, we may experience volatility in orders.

Demand for our hardware and software products, solutions, and services is sensitive to changes in levels of production and the financial performance of major industries that we serve. As economic activity slows, credit markets tighten, or sovereign debt concerns arise, companies tend to reduce their levels of capital spending, which could result in decreased demand for our hardware and software products, solutions, and services.

As a global company operating in over 100 countries, we face risks related to foreign currency markets. A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S. Economic, political, regulatory, and compliance risks, particularly in emerging markets, can restrict our ability to exchange, transact, or pay dividends with foreign currencies we hold. See Item 7A for additional information about foreign currency risks.

We conduct significant operations outside the United States and hold derivative instruments that we designate as hedges of certain net investment positions in our foreign subsidiaries. While these instruments are intended to mitigate the impact of exchange rate volatility, our hedging strategies may not be effective. Foreign currency exchange rate fluctuations could result in gains or losses on the derivative instruments that are not fully offset by corresponding changes in the value of our foreign net investments. In addition, the use of hedge accounting is subject to complex accounting requirements, and the inability to qualify for or maintain hedge accounting treatment could result in increased volatility in our reported earnings. Furthermore, counterparties to our derivative contracts could default on their obligations, exposing us to potential losses. Any of these events could adversely affect our financial condition, results of operations, and cash flows.

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Our profitability and market competitiveness may be adversely impacted by changes in trade policies, including tariffs or other factors.

Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect our cost structure and profitability. If tariffs on imported materials, components, or finished goods increase, our manufacturing and supply chain costs may rise. Furthermore, changes to trade policies, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, adversely affecting our business and financial results. While we take steps to mitigate or avoid these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints, especially in the short term. In addition, our ability to recover cost increases and maintain profitability levels through price adjustments may be limited by competitive pressures, customer acceptance, and contractual limitations.

We face the potential harms of natural disasters, including those as a result of climate change, pandemics, acts of war, terrorism, international conflicts, or other disruptions to our operations, the duration and severity of which are highly uncertain and difficult to predict.

Our business depends on the movement of people and goods around the world. Natural disasters (including but not limited to those as a result of climate change), pandemics, acts or threats of war or terrorism, international conflicts, power outages, fires, explosions, equipment failures, sabotage, political instability, and the actions taken by governments could cause damage to or disrupt our business operations, our distribution network, our suppliers or our customers, and could create economic instability. Disruptions to our information technology (IT) infrastructure from system failures, shutdowns, power outages, telecommunication or utility failures, and other events, including disruptions at third-party IT and other service providers, could also interfere with or disrupt our operations. Although it is not possible to predict such events or their consequences, these events could decrease demand for our hardware and software products, solutions, or services, increase our costs, or make it difficult or impossible for us to deliver products, solutions, or services.

Our industry is highly competitive.

We face strong competition in all of our market segments in several significant respects. We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees and partners, product performance, quality of our hardware and software products, solutions, and services, knowledge of integrated systems and applications that address our customers’ business challenges, pricing, delivery, and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve and across our market segments. We strive to stay competitive by continuously advancing technologies, including through the adoption and integration of artificial intelligence (AI), for new hardware and software products, product enhancements, and complete solutions that address our customers’ business challenges. If we fail to achieve our objectives we may lose business or experience price erosion and correspondingly lower sales and margins. We expect the level of competition to remain high in the future, which could limit our ability to maintain or increase our market share or profitability.

Volatility and disruption of the capital and credit markets may result in increased costs to maintain our capital structure.

Our ability to access the credit markets and the costs of borrowing are affected by the strength of our credit rating and current market conditions. If our access to credit, including the commercial paper market, is adversely affected by a change in market conditions or otherwise, our cost of borrowings may increase or our ability to fund operations may be reduced.

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Business and Operational Risks

We rely on suppliers to provide equipment, components, and services.

Our business requires that we buy equipment, components, services including finished products, electronic components, and commodities. Our reliance on suppliers involves certain risks, including:

•shortages of components, commodities, or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery of our products, solutions, and services;

•changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market volatility, or other factors that affect our suppliers;

•poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our hardware and software products, solutions, and services;

•embargoes, sanctions, and other trade restrictions that may affect our ability to purchase components, commodities, or other materials, including rare earth minerals, from various suppliers; and

•intellectual property risks such as challenges to ownership of rights or alleged infringement by suppliers.

Any of these uncertainties could adversely affect our profitability and ability to compete. We also maintain several single-source supplier relationships because either alternative sources are not available, or the relationship is advantageous due to performance, quality, support, delivery, capacity, or price considerations. Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to ship the related products in a timely manner. The effect of unavailability or delivery delays would be more severe if associated with our higher volume and more profitable products. Even where substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and a loss of sales.

Failures or security breaches of our commercial product offerings (which includes hardware, software, services, and solutions), manufacturing environment, supply chain, or information and operational technology systems could have an adverse effect on our business.

We rely heavily on technology in our commercial product offerings for use in our customers’ manufacturing environment, and in our enterprise infrastructure. Despite the implementation of security measures, our systems are vulnerable to unauthorized access by nation states, hackers, cyber-criminals, malicious insiders, and other actors who may engage in fraud, theft of confidential or proprietary information, or sabotage. Our systems could be compromised by malware (including ransomware), cyber-attacks, and other events, ranging from widespread, non-targeted, global cyber threats to targeted advanced persistent threats. Given our commercial product offerings can be used in critical infrastructure and critical manufacturing, these threats could indicate increased risk for our commercial product offerings, manufacturing, and IT infrastructure.

The current cyber threat environment indicates increased risk for all companies, including those in industrial automation and information technology, and the adoption of AI has resulted in more sophisticated attacks, increasing our risk exposure. Like other global companies, we have experienced cyber threats and incidents, although none have been material or had a material adverse effect on our business or financial condition. Our information security efforts include programs designed to address security governance, compliance, risk management, secure development and engineering, data protection, insider risk, third-party risk, security awareness, access management, incident response, and security operations in support of enterprise security and product security. We believe these measures reduce, but cannot eliminate, the risk of a cybersecurity incident internally or externally. Any significant security incidents could have an adverse impact on sales, harm our reputation, and cause us to incur legal liability and increased costs to address such events and related security concerns.

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Product and Services Security

Our hardware and software products, services and solutions are used by our customers in applications that may be subject to information theft, tampering, sabotage, or cyber-attacks. Careless or malicious actors could cause a customer’s process to be disrupted or could cause equipment to operate in an improper manner, resulting in harm to people or property. To a significant extent, the security of our customers’ systems depends on how those systems are designed, installed, protected, configured, updated, and monitored, and much of this is typically outside our control. In addition, both software and hardware supply chains can introduce security vulnerabilities into many technologies across the industry. Past global cyber-attacks have also been perpetuated by compromising software updates in widely used software products, posing the risk that vulnerabilities or malicious content could be inserted into our products. In some cases, it is possible that malware attacks could spread throughout the supply chain, moving from one company to the next via authorized network connections. We have designed a Secure Development Lifecycle Program that incorporates appropriate security activities into the necessary development and support practices for our commercial product offerings. The Secure Development Lifecycle Program is audited annually by third-party firms. Our Third-Party Risk Program manages risk posed by our suppliers used in the development of our commercial product offerings. While we continue to improve the security attributes of our commercial product offerings, we can reduce risk, but not eliminate it.

Enterprise Security

Our business uses technology resources across a dispersed, global basis for a variety of functions including development, engineering, manufacturing, sales, accounting and financial reporting, and human resources. Our vendors, partners, employees, and customers have access to, and share, information across multiple locations via various digital technologies. In addition, we rely on partners and vendors, including cloud providers, for a wide range of products and outsourced activities as part of our internal IT infrastructure and our commercial product offerings. Secure connectivity is important to these ongoing operations. Also, our partners and vendors frequently have access to our confidential information as well as confidential information about our customers, employees, and others. We design our security architecture to reduce the risk that a compromise of our partners’ infrastructure, for example a cloud platform, could lead to a compromise of our internal systems or customer networks. In addition, our Third-Party Risk Program manages risk posed by our suppliers that have access to our confidential information, systems, or network, but this risk cannot be eliminated and vulnerabilities at third parties could result in unknown risk exposure to our business and information. In addition, cybersecurity threats may pose a significant risk to our third-party partners and could have a material adverse impact on their businesses, operations, products, and services that we use in our day-to-day operations.

Artificial Intelligence

As we broaden the application of AI across product development, manufacturing, customer operations, and enterprise operations, we face evolving risks related to safety, data governance, regulatory compliance, intellectual property, and ethical use. Integrating AI into our offerings and internal processes may lead to unintended consequences, including biased outputs, inaccurate decision-making, and increased vulnerability to adversarial attacks, that could significantly impact our business, reputation, and financial results.

An inability to successfully execute cost productivity and margin expansion initiatives could negatively impact our business and financial results.

Financial results depend on the successful execution of our business operating plans, including current and future cost productivity and margin expansion initiatives. We continuously pursue alignment of costs with business and economic conditions. Productivity projects include savings in the areas of product cost, indirect cost, administrative costs, purchased services, logistics, manufacturing workflows, make or buy decisions in manufacturing, product portfolio and price optimization. Our ongoing productivity initiatives target both cost reduction and improved asset utilization. Charges for workforce reduction and facility rationalization may be required in order to efficiently execute our productivity programs. There is a risk that these initiatives will not result in the projected savings that we anticipate and could negatively impact our business and financial results.

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Our business success depends on attracting, developing, and retaining highly qualified employees.

Our success depends on the efforts and abilities of our leadership team and employees across the Company. The skills, experience, and industry knowledge of our employees significantly benefit our operations and performance. The market for employees and leaders with certain skills and experiences is very competitive, and difficulty attracting, developing, and retaining members of our leadership team and key employees could have a negative effect on our business, operating results, and financial condition. Maintaining a positive and inclusive culture and work environment, offering attractive compensation, benefits, and development opportunities, and effectively implementing processes and technology that enable our employees to work effectively and efficiently are important to our ability to attract and retain employees.

We sell to customers around the world and are subject to the risks of doing business in many countries.

We do business in more than 100 countries around the world. In addition, our manufacturing operations, suppliers, and employees are located in many places around the world. The future success of our business depends on growth in our sales in global markets. Our global operations are subject to numerous financial, legal, and operating risks, such as political and economic instability; prevalence of corruption in certain countries; enforcement of contract and intellectual property rights; and compliance with existing and future laws, regulations, and policies, including those related to exports, imports, tariffs, embargoes and other trade restrictions, investments, taxation, product content and performance, employment, and repatriation of earnings. In addition, we are affected by changes in foreign currency exchange rates, inflation rates, and interest rates. The occurrence or consequences of these risks may make it more difficult to operate our business and may increase our costs, which could decrease our profitability and have an adverse effect on our financial condition.

An inability to respond to changes in customer preferences could result in decreased demand for our products.

Our success depends in part on our ability to anticipate and offer hardware and software products and services that appeal to the changing needs and preferences of our customers in the various markets we serve. Developing new hardware and software products and service offerings requires high levels of innovation, and the development process is often lengthy and costly. If we are not able to anticipate, identify, develop, and market products that respond to changes in customer preferences and emerging technological and broader industry trends, including the adoption and integration of AI, demand for our products could decline.

There are inherent risks in our solutions and services businesses.

Risks inherent in the sale of solutions and services include assuming greater responsibility for successfully delivering projects that meet a particular customer specification, including defining and controlling contract scope, efficiently executing projects, and managing the performance and quality of our subcontractors and suppliers. If we are unable to manage and mitigate these risks, we could incur cost overruns, liabilities, and other losses that would adversely affect our results of operations.

We rely on our distribution channel for a substantial portion of our sales.

In North America, a large percentage of our sales are through distributors. In certain other countries, the majority of our sales are also through a limited number of distributors. We depend on the capabilities and competencies of our distributors to sell our hardware and software products, solutions, and services and deliver value to our customers. Disruptions to our existing distribution channel or the failure of distributors to maintain and develop the appropriate capabilities to sell our hardware and software products, solutions, and services could adversely affect our sales. A disruption could result from the sale of a distributor to a competitor, financial instability of a distributor, or other events.

Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our business and our customers.

Others may assert intellectual property infringement claims against us or our customers. We frequently provide a limited intellectual property indemnity in connection with our terms and conditions of sale to our customers and in other types of contracts with third parties. Indemnification payments and legal expenses to defend claims could be costly.

In addition, we own the rights to many patents, trademarks, brand names, and trade names that are important to our business. The inability to secure or enforce our intellectual property rights may have an adverse effect on our results of operations. Unauthorized resellers and counterfeiters of Company-branded products of inferior quality or that may otherwise be materially different from genuine goods sold by the Company and its authorized distributors may harm the goodwill and reputation of the Company and could adversely affect our results of operations.

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Increasing employee benefit costs and funding requirements could have a negative effect on our operating results and financial condition.

One important aspect of attracting and retaining qualified personnel is continuing to offer competitive employee retirement and health care benefits. The expenses we record for our pension and other postretirement benefit plans depend on factors such as changes in market interest rates, the value and investment performance of plan assets, mortality assumptions, and healthcare trend rates. Significant unfavorable changes in these factors would increase our expenses and funding requirements. Expenses and funding requirements related to employer-funded healthcare benefits depend on laws and regulations, which could change, as well as healthcare cost inflation. An inability to control costs and funding requirements related to employee and retiree benefits could negatively impact our operating results and financial condition.

Strategic Transactions and Investments Risks

Significant investments in the business may not achieve intended returns and could adversely affect our financial performance.

We plan to invest over $2 billion over the next five years in manufacturing facilities, digital infrastructure, and talent to support market share growth, operational resilience, and margin expansion. These investments are intended to complement our productivity initiatives and enable long-term global growth. However, there is no assurance that these investments will yield the anticipated benefits. Risks include delays in implementation, cost overruns, supply chain disruptions, and challenges in integrating automation and technologies into our business and manufacturing operations. Additionally, if market conditions change or expected efficiencies do not materialize, the return on these investments may be lower than projected. Furthermore, due to global economic factors or company profitability targets, we may invest at a slower pace than planned, which could impact our ability to achieve desired outcomes. Failure to realize the expected outcomes could negatively impact our operating results and financial condition.

Failure to identify, manage, complete, and integrate strategic transactions may adversely affect our business or we may not achieve the expected benefits of these transactions.

As part of our strategy, we pursue strategic transactions, including acquisitions, joint ventures, investments, and other business opportunities and purchases of technology from third parties. In order to be successful, we must identify attractive transaction opportunities, effectively complete the transaction, and manage post-closing matters, such as integration of the acquired business or technology (including related personnel) and cooperation with our joint venture and other strategic partners. We may not be able to identify, or complete beneficial transaction opportunities given the intense competition for them. Completing these transactions requires favorable environments and we may encounter difficulties in obtaining the necessary regulatory approvals in both domestic and foreign jurisdictions. Even if we successfully identify and complete such transactions, we may not achieve the expected benefits of such transactions and we may not be able to successfully address risks and uncertainties inherent in such transactions, including:

•difficulties in integrating the purchased or new operations, technologies, products or services, retaining customers, and achieving the expected benefits of the transaction, such as sales increases, access to technologies, cost savings, and increases in geographic or product presence, in the desired time frames;

•loss of key employees or difficulties integrating personnel;

•legal and compliance issues;

•unknown or undisclosed and unmitigated cybersecurity risks to purchased systems, products, and services;

•difficulties implementing and maintaining consistent standards, financial systems, internal and other controls, procedures, policies, and information processes and systems;

•difficulties maintaining relationships with our joint venture and other strategic partners (including as a result of such joint venture and other strategic partners having differing business objectives) and managing disputes with such joint venture and other strategic partners that may arise in connection with our relationships with them; and

•difficulties in yielding the desired strategic or financial benefit from venture capital investments, including as a result of being a minority investor.

Strategic transactions and technology investments could result in debt, dilution, liabilities, increased interest expense, restructuring charges, and impairment and amortization expenses related to goodwill and identifiable intangible assets.

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Legal, Tax, and Regulatory Risks

New governmental actions and regulations could adversely affect our business.

Governmental actions and regulations, including those related to corporate income taxes, the environment, materials, products, certification and labeling, trade policies, privacy, cybersecurity, AI, or climate change, may be taken in the jurisdictions where we operate that may affect our business activities or may otherwise increase our costs to do business.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid.

We are increasingly required to comply with various environmental and other material, product, certification, and labeling laws and regulations (including the emerging European Union Eco-design for Sustainable Products Regulation). Our customers may also be required to comply with such legislative and regulatory requirements. These requirements could increase our costs and could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services.

The growing focus on environmental, social, and governance (ESG) factors by investors and other stakeholders and evolving compliance requirements by regulators may impact our business. Failure to comply with ESG reporting requirements, including inaccurate or incomplete disclosures, may lead to regulatory penalties, litigation, and reputational damage. While the Company has adopted certain voluntary targets, environmental laws, regulations, or standards may be changed, accelerated, or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products, or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, and financial condition.

Compliance with privacy and cybersecurity laws and regulations (including the emerging European Union Cyber Resiliency Act) could increase our operating costs in managing product compliance and as part of our efforts to protect and safeguard our sensitive data, personal information, and IT infrastructure. These requirements could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services. Failure to maintain information privacy and security could result in legal liability or reputational harm.

As global standards and regulations relating to AI increase and change, it could result in additional costs, reputational harm, legal liability, and regulatory scrutiny related to our use of AI. Additionally, misuse of sensitive data used in AI models may lead to privacy violations or non-compliance with data protection laws.

Claims from taxing authorities could have an adverse effect on our income tax expense and financial condition.

We conduct business in many countries, which requires us to interpret and comply with the income tax laws and rulings in each of those taxing jurisdictions. Due to the ambiguity of tax laws among those jurisdictions as well as the uncertainty of how underlying facts may be construed, our estimates of income tax liabilities may differ from actual payments or assessments. We must successfully defend any claims from taxing authorities to avoid an adverse effect on our operating results and financial condition.

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Potential liabilities and costs from litigation could reduce our profitability.

Various lawsuits, claims, and proceedings have been or may be asserted against us relating to the conduct of our business or of our divested businesses, including those pertaining to the safety and security of the hardware and software products, solutions, and services we sell, employment, contract matters, and environmental remediation.

We have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain of our products many years ago. We estimate the future litigation-related costs, including both future claim resolution costs and defense costs, that we expect to incur. This process is not exact because it relies on a variety of assumptions and specific factors that could potentially change over time and therefore increase or decrease our future projected legacy asbestos net liabilities. Our products may also be used in hazardous industrial activities, which could result in product liability claims. While we have insurance coverage for certain of these claims, the uncertainties of litigation and the uncertainties related to the collection of insurance proceeds make it difficult to predict the ultimate resolution of these lawsuits.

Our operations are subject to various environmental regulations concerning human health, the limitation and control of emissions and discharges into the air, ground, and water, the quality of air and bodies of water, and the handling, use, and disposal of specified substances. Our financial responsibility to clean up contaminated property or for natural resource damages may extend to previously owned or used properties, waterways and properties owned by unrelated companies or individuals, as well as properties that we currently own and use, regardless of whether the contamination is attributable to prior owners. We have been named as a potentially responsible party at cleanup sites and may be so named in the future, and the costs associated with these current and future sites may be significant.

We have, from time to time, divested certain businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible for satisfying those liabilities if the divested business is unable to do so.

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Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

The Company has a cybersecurity risk management program designed to assess, identify, manage, and govern risks from cybersecurity threats. Our cybersecurity risk management program is a key component of our overall enterprise risk management strategy. The Company’s cybersecurity risk management program focuses on risk and threat identification, protection, detection, response, and recovery, designed to protect the confidentiality, integrity, and availability of critical systems and data. The Company’s cybersecurity incident response and crisis management plans are components of the cybersecurity risk management program, focusing on effective response to cybersecurity incidents or attacks. We monitor our internal technology for cybersecurity threats, and we use various security capabilities to mitigate the risk of these threats. Additionally, the Company provides annual cybersecurity and information security awareness training for all employees and contractors. The Company maintains a robust, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

Governance

The Company’s cybersecurity program is led by the Chief Information Security Officer (CISO). Our CISO has more than 30 years of technology and cybersecurity leadership experience and is a Certified Information System Security Professional (CISSP), and a Certified Information Systems Auditor (CISA). The CISO reports to the Chief Information Officer (CIO). The CISO leads a team that is responsible for executing cybersecurity strategy, to support risk management, and protection of Company systems, products, and employee and customer information. As the foundation of the cybersecurity program, the Company maintains cybersecurity policies and procedures that are informed by recognized security frameworks and applicable regulations, laws, and standards. We use various frameworks, standards, guidelines, and best practices as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. The Company engages third parties to assess our cybersecurity posture and program maturity.

We also consider cybersecurity, along with other top risks for the Company, within our ERM framework. The ERM framework includes internal reporting at the business and enterprise levels, with consideration of key risk indicators, trends, and countermeasures for cybersecurity and other types of significant risks. During the year ended September 30, 2025, the Company has not identified risks from cybersecurity threats, including as a result of prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. Nevertheless, the Company recognizes cybersecurity threats are ongoing and evolving, and we continue to remain vigilant. For more information on the Company’s cybersecurity-related risks, see Item 1A. Risk Factors.

The Company’s Disclosure Committee is a part of the cybersecurity risk program as it meets quarterly to review cyber incidents that have occurred during the quarter, and additionally, as needed, to discuss any potentially material cybersecurity incidents. The Disclosure Committee, which includes senior leaders from finance and accounting, legal, investor relations, and corporate communications, is responsible for determining if risks from cybersecurity threats have materially affected or are reasonably likely to materially affect, the organization such that public disclosure is necessary. Additional management governance is provided by an Enterprise Security Council, comprised of key senior business leadership with diverse experiences and responsibilities. The Enterprise Security Council oversees key cybersecurity and product security matters and initiatives, including policy, standards, strategy, program metrics, and cybersecurity risk escalation.

Cybersecurity oversight by the Board of Directors is shared between the full Board and the Audit Committee. The full Board of Directors receives periodic updates on the cybersecurity threat landscape, recent cybersecurity events, our cybersecurity strategy, and cybersecurity program priorities. The Audit Committee receives updates on information security, including internal controls and external reporting processes. The Audit Committee also receives updates from the Disclosure Committee with respect to cybersecurity incidents reviewed by the Disclosure Committee.

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Item 2. Properties

Our global headquarters in Milwaukee, Wisconsin, an owned facility, includes product development, sales, marketing, manufacturing, supply chain operations, finance, and other administrative and executive office functions. Most of our other facilities are leased and shared across our three operating segments. At September 30, 2025, the Company had two principal distribution locations, one in the U.S. and one in the Netherlands, and approximately ten principal manufacturing facilities worldwide, with the most significant of these located in the U.S., Mexico, Poland, India, Canada, and Singapore. We also have sales and administrative office space at over 200 locations in over 50 countries.

There are no major encumbrances (other than financing arrangements, which in the aggregate are not significant) on any of our properties or equipment. Our properties and equipment are in good operating condition and are adequate for our present needs. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.

Item 3. Legal Proceedings

The information required by this Item 3 is contained in Note 17 in the Consolidated Financial Statements within the section entitled Other Matters.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 4A. Information about our Executive Officers

The name, age, office and position held with the Company, and principal occupations and employment during the past five years of each of the executive officers of the Company as of November 1, 2025 are:



Name, Office and Position, and Principal Occupations and Employment			Age
Blake D. Moret — Chairman of the Board and President and Chief Executive Officer			62
Matheus De A G Viera Bulho — Senior Vice President, Software and Control since April 1, 2024; previously Vice President and General Manager, Production Automation (April 2021 – April 2024) and Vice President, Embedded Software/Hardware Engineering (September 2019 – April 2021)			48
Robert L. Buttermore — Senior Vice President and Chief Supply Chain Officer since February 13, 2023; previously Vice President and General Manager, Power Control Business (July 2018 – February 2023)			52
Matthew W. Fordenwalt — Senior Vice President, Lifecycle Services since June 1, 2023; previously Vice President and General Manager, Systems and Solutions Business (April 2019 – June 2023)			49
Scott A. Genereux — Senior Vice President and Chief Revenue Officer since February 1, 2021; previously Executive Vice President of Worldwide Field Operations at Veritas (provider of information management services) (2017 – 2020)			62
Rebecca W. House — Senior Vice President, Chief People and Legal Officer and Secretary			52
John M. Miller — Vice President and Chief Intellectual Property Counsel			58
Tessa M. Myers — Senior Vice President Intelligent Devices since June 6, 2022; previously Vice President and General Manager, Production Operations Management (April 2021 – June 2022), Vice President, Product Management (October 2020 – April 2021), and Regional President, North America			49
Christopher Nardecchia — Senior Vice President and Chief Information Officer			63
Cyril P. Perducat — Senior Vice President since June 1, 2021 and Chief Technology Officer since July 1, 2021; previously Executive Vice President, Schneider Electric (energy and automation digital solutions)			56
Terry L. Riesterer — Vice President and Controller			57
Christian E. Rothe — Senior Vice President and Chief Financial Officer since August 19, 2024; previously President, Global Industrial Division (January 2022 – August 2024) and President, Global Applied Fluid Technologies Division (June 2018 – December 2021) at Graco Inc. (provider of fluid handling systems and components)			51
Isaac R. Woods — Vice President and Treasurer			40

There are no family relationships, as defined by applicable SEC rules, between any of the above executive officers and any other executive officer or director of the Company. No officer of the Company was selected pursuant to any arrangement or understanding between the officer and any person other than the Company. All executive officers are elected annually.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, $1 par value, is listed on the New York Stock Exchange and trades under the symbol “ROK”. On October 31, 2025, there were 10,649 shareowners of record of our common stock.

Company Purchases

The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended September 30, 2025:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
July 1 – 31, 2025	66,000	$	349.43	66,000	$	972,655,682
August 1 – 31, 2025	70,946	340.34		70,946	948,509,764
September 1 – 30, 2025	63,000	343.35		63,000	926,879,025
Total	199,946	$	344.29	199,946

(1) All of the shares purchased during the quarter ended September 30, 2025, were acquired pursuant to the repurchase program described in (3) below.

(2) Average price paid per share includes brokerage commissions.

(3) On September 11, 2024, the Board of Directors authorized us to expend $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management’s discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.

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Performance Graph

The following information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.

The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P Composite-500 Stock Index (S&P 500 Index) and the S&P 500 Selected GICS groups (Capital Goods, Software & Services, and Technology Hardware & Equipment) for the period of five fiscal years from October 1, 2020, to September 30, 2025, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2020, and reinvestment of all dividends.

The cumulative total returns on Rockwell Automation common stock and each index as of September 30, 2020 through 2025 plotted in the above graph are as follows:


	2020		2021		2022		2023		2024		2025
Rockwell Automation (1)	$	100.00	$	135.41	$	100.79	$	136.20	$	130.33	$	172.60
S&P 500 Index	100.00		129.99		109.86		133.58		182.12		214.10
S&P Selected GICS groups	100.00		128.33		107.16		140.02		190.95		226.14
Cash dividends per common share	4.08		4.28		4.48		4.72		5.00		5.24

(1) Includes the reinvestment of all dividends in our common stock.

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Item 6. [Reserved]

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Non-GAAP Measures

The following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, and free cash flow, which are non-GAAP measures. See Supplemental Sales Information for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See Summary of Results of Operations for a reconciliation of Income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-GAAP measures are useful to investors. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for a reconciliation of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors. See Financial Condition for a reconciliation of Cash provided by operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.

Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by:

•investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;

•investments in basic materials production capacity, which may be related to commodity pricing levels;

•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;

•our customers’ needs to continuously improve quality, safety, and sustainability;

•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;

•levels of global industrial production and capacity utilization;

•regional factors that include local political, social, regulatory, and economic circumstances; and

•the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.

Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and AI, energy transition and sustainability, shifting demographics, and an increased need for resiliency.

Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:

•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;

•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;

•continue double-digit growth in annual recurring revenue;

•add 1% average annual growth from acquisitions; and

•deliver profitable growth within a disciplined financial framework.

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Sustainability

Our 2024 Sustainability Report highlights our sustainability strategy and outcomes. Our sustainability priorities are focused on three outcomes:

•Sustainable Customers - enable our customers to achieve their own sustainability goals, making a positive impact on the world;

•Sustainable Company - create innovative, sustainable products and solutions and foster a culture that empowers employees to operate safely, sustainably, and responsibly; and

•Sustainable Communities - support the communities in which we live and work, having an impact that extends beyond our own organization.

We will meet our customers where they are on their sustainability journey. Whether they are just starting or leading the way, we help them translate insights into impacts across energy, water, and waste. Our technologies provide data transparency across value chains and enable our partners to scale innovative and often industry-first sustainable solutions.

•Energy - contemporary industrial energy management software solutions that put energy data in context to production data, to reduce energy use across the value chain.

•Water - smart water solutions leverage modern software and analytics to improve operations visibility, system reliability, and worker productivity while supporting security needs and meeting regulatory obligations.

•Waste - enabling the circular economy for managing automation assets. Focus on developing solutions to automate industry-specific processes.

Differentiation through Technology Innovation and Domain Expertise

We have an industry leading portfolio of hardware, software, and services to give customers the flexibility to choose on-premises, edge, and cloud-native solutions.

Our integrated control and information architecture, with Logix at its core, is an important differentiator. We are the only automation provider that can support many production disciplines, including discrete, process, batch, safety, security, motion, robotics, and power control, in a single hardware and software environment, helping customers increase the speed of deployment and reduce their total cost of ownership.

Our open architecture and strong partner ecosystem allow customers to work with best-in-class partners across the technology stack and leverage existing infrastructure with new solutions.

Complementing our strong technology differentiation is our own domain expertise. Domain expertise refers to the industry and application knowledge required to deliver solutions and services that support customers through the entire lifecycle of their automation investment. The combination of industry-specific domain expertise of our people with our innovative technologies enables us to help our customers automate and transform their manufacturing processes and solve their business challenges. Our digital services business has a deep understanding of customers’ biggest digital transformation challenges and opportunities for further productivity and growth.

Market Access and Expansion

Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to approximately $120 billion. With our focus on innovation and growth, we expect to continue to expand our addressed market over our long-term planning horizon. All of our markets are expected to grow over our long-term planning horizon. Our domestic market projections reflect the opportunity to localize our customers’ supply chain and production operations. Our international market projections reflect higher levels of infrastructure investment and the growing middle-class population. We believe that increased demand for consumer products in our addressed markets will lead to manufacturing investment and provide us with additional growth opportunities in the future.

We have developed a powerful partner ecosystem that acts as an amplifier to our internal capabilities and enables us to serve our customers’ evolving needs around the world.

In most countries, our direct sales force works with Original Equipment Manufacturers (OEMs) or machine builders, system integrators, technology partners, and end users in conjunction with independent distributors. Approximately 65 percent of our global sales are transacted through independent distributors. Sales to our two largest distributors in 2025, 2024, and 2023, which are attributable to all three segments, were approximately 20 percent of our total sales.

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Machine builders continue to represent an important growth opportunity. To remain competitive, machine builders need to find the optimal balance of machine cost and performance while reducing their time to market. Our scalable technology, leading design productivity tools, and recent acquisitions support machine builders in addressing these business needs.

Acquisitions and Investments

Our acquisition and investment strategy focuses on hardware and software products, solutions, and services that will be catalytic to the organic growth of our core offerings.

Our key priorities for inorganic investments include:

•industrial AI applications;

•market access in Europe and Asia; and

•product portfolio expansion.

In addition, we make venture investments that enable access to leading-edge and complementary technologies aligned with our strategic priorities, accelerate internal development efforts, reduce time to market, and provide insights into disruptive technologies.

We believe these acquisitions and venture investments will help our served market and deliver value to our customers. See Note 4 in the Consolidated Financial Statements for additional information on our recent acquisitions.

Attracting, Developing, and Retaining Highly Qualified Employees

Our talent management practices are focused on ensuring we can attract, develop, and retain the talent we need to deliver our business strategy. We work to deliver a cohesive and consistent experience throughout the employee lifecycle that aligns with our four culture principles:

•Strengthen our commitment to integrity, diversity and inclusion;

•Be willing to compare ourselves to the best alternatives;

•Increase the speed of decision making;

•Have a steady stream of fresh ideas.

Our programs and processes are designed to enable and inspire great employees to do their best work and to make Rockwell Automation a place where the best want to be.

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There are several ways in which we attract, develop, and retain highly qualified employees, including:

•We make the safety and health of our employees a top priority. We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to Rockwell Automation being a great place to work. In fiscal 2025, we achieved 0.24 recordable cases per 100 employees.

•We capture and act upon employee feedback through our annual employee engagement survey. It measures several employee experience indicators and drivers and provides an overall employee engagement index (EEI) with external benchmark comparison. The latest survey, conducted in March 2025, showed a resilient EEI of 70 and a global inclusion index score of 74. Additionally, our intent to stay index was 71.

•We invest in growth and development of our employees. As the pace of change increases, it is important we provide re-skilling and upskilling opportunities for our technical talent, along with soft skills and leadership development for all. We offer a portfolio of all employee, managerial, and leader training that spans on-demand, virtual, and live instructor-led formats. Our programs focus on basic as well as transformational skills. Furthermore, our culture is the foundation for everything we do, and it is built on integrity and a shared commitment to innovation and growth. As such, we take great care in ensuring our employees understand our culture and how to activate it through dedicated workshops during our new employee onboarding. In fiscal 2025, the majority of our employees completed one or more of our training programs representing approximately one million learning hours.

•We offer employee assistance and work life benefits to all global employees. Our comprehensive benefits include healthcare benefits, disability and life insurance benefits, paid time off, and leave programs. Rockwell offers plans and resources to help employees meet future savings goals through defined benefit and retirement savings plans. We believe that face to face interaction is critical for our culture, innovation, people development, and engagement, and that flexible, virtual work arrangements help employees be more productive and engaged. During fiscal 2025, we saw strong participation in our Hybrid Workplace Program, which combines the values of both physical workspaces and virtual work options, both of which are important for attracting, retaining, and developing employees and facilitating innovation, engagement, and productivity. We offer flextime, remote work, and part-time arrangements whenever business conditions permit.

We monitor employee retention and attrition rates by several factors. For non-manufacturing roles, we generally experienced flat attrition rates in fiscal 2025 as compared to fiscal 2024. For manufacturing roles, we experienced a significant reduction in attrition rates in fiscal 2025 as compared to fiscal 2024. We believe these rates are favorable to market trends experienced broadly across labor markets in fiscal 2025. We use attrition rate information to identify and address unfavorable trends to mitigate risk to our business. See Item 1A. Risk Factors for a discussion of risks relating to our inability to attract, develop, and retain highly qualified employees.

At September 30, 2025, our employees, including those employed by consolidated subsidiaries, by region were approximately:


North America			9,000
Europe, Middle East and Africa			5,000
Asia Pacific			7,000
Latin America			5,000
Total employees			26,000

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Our employees had the following global gender demographics based on voluntary disclosure:


	September 30, 2025
	Women	Men	Undisclosed
All employees	33%	67%	—%
Individual Contributors	34%	66%	—%
People Managers	27%	73%	—%

Technical Talent	20%	80%	—%

Manufacturing Associates	46%	54%	—%

Our U.S. employees had the following race and ethnicity demographics based on voluntary disclosure:


	September 30, 2025
	Black / African American	Asian	Hispanic / Latinx	White	Multiracial, Native American and Pacific Islander	Undisclosed
All U.S. Employees	7%	11%	5%	70%	2%	5%
Individual Contributors	8%	12%	5%	69%	2%	4%
People Managers	6%	7%	5%	75%	1%	6%

Technical Talent	6%	13%	6%	69%	2%	4%

Manufacturing Associates	15%	17%	3%	56%	2%	7%

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U.S. Economic Trends

In 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.

•The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.

The table below depicts the trends in these indicators from fiscal 2023 to 2025. These figures are as of November 12, 2025, and are subject to revision by the issuing organizations. Through August, the IP Index did not significantly change from the third quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2025.


	Manufacturing IP Index	PMI
Fiscal 2025 quarter ended:
September 2025 (1)		49.1
June 2025	100.1	49.0
March 2025	100.2	49.0
December 2024	98.9	49.2
Fiscal 2024 quarter ended:
September 2024	99.0	47.5
June 2024	99.4	48.5
March 2024	99.5	50.3
December 2023	99.2	47.1
Fiscal 2023 quarter ended:
September 2023	99.6	49.0
June 2023	99.2	46.0
March 2023	99.2	46.3
December 2022	98.1	48.4

(1) The September 2025 Manufacturing IP Index has not been published as of November 12, 2025. The Manufacturing IP Index was 100.3 for the month ended August 2025.

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. September 2025 PPI has not been published as of November 12, 2025. Through August 2025, PPI growth did not significantly change from the third quarter of 2025. After observing double-digit PPI growth through most of 2022, we have now observed PPI growth in the low single digits for the last nine quarters. Producer prices remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.

Non-U.S. Economic Trends

In 2025, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial production outside the U.S. was mixed in the fourth quarter of fiscal 2025. Manufacturing PMI readings outside the U.S were also mixed with readings in Asia Pacific generally better than readings in Europe, Canada, Mexico, and Brazil.

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Outlook

We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. In consideration of these mitigating actions, tariff costs are expected to be neutral to EPS in fiscal 2026.

Backlog

Our total order backlog consists of (in millions):


	September 30,
	2025		2024
Intelligent Devices	$	704	$	737
Software & Control	654		653
Lifecycle Services	1,520		1,701
Total Company	$	2,878	$	3,091

See Note 2 in the Consolidated Financial Statements for additional information on the nature of our products and services and revenue recognition.

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Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages):


	Year Ended September 30,
	2025			2024			2023
Sales
Intelligent Devices (a)	$	3,756		$	3,804		$	4,098
Software & Control (b)	2,383			2,187			2,886
Lifecycle Services (c)	2,203			2,273			2,074
Total sales (d)	$	8,342		$	8,264		$	9,058
Segment operating earnings (1)
Intelligent Devices (e)	$	676		$	700		$	828
Software & Control (f)	708			530			953
Lifecycle Services (g)	319			365			148
Total segment operating earnings (2) (h)	1,703			1,595			1,929
Purchase accounting depreciation and amortization, and impairment	(365)			(144)			(264)
Corporate and other (3)	(125)			(114)			(110)
Non-operating pension and postretirement benefit (cost) credit	(1)			20			(83)

Net legacy asbestos and environmental charges (3)	(154)			(21)			(18)
Change in fair value of investments	(3)			—			279

Restructuring charges	5			(97)			—
Interest expense, net	(143)			(139)			(125)
Income before income taxes (i)	917			1,100			1,608
Income tax provision	(168)			(152)			(330)


Net income	749			948			1,278
Net loss attributable to noncontrolling interests	(120)			(5)			(109)
Net income attributable to Rockwell Automation	$	869		$	953		$	1,387



Diluted EPS	$	7.67		$	8.28		$	11.95

Adjusted EPS (4)	$	10.53		$	9.85		$	12.25

Diluted weighted average outstanding shares	113.1			114.5			115.6

Pre-tax margin (i/d)	11.0		%	13.3		%	17.8		%

Intelligent Devices segment operating margin (e/a)	18.0		%	18.4		%	20.2		%
Software & Control segment operating margin (f/b)	29.7		%	24.2		%	33.0		%
Lifecycle Services segment operating margin (g/c)	14.5		%	16.1		%	7.1		%
Total segment operating margin (2) (h/d)	20.4		%	19.3		%	21.3		%

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(1) See Note 20 in the Consolidated Financial Statements for the definition of segment operating earnings.

(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

(3) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation.

(4) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

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2025 Compared to 2024

Sales

Reported and organic sales in fiscal 2025 increased 1 percent compared to 2024, as currency had no material effect. Pricing increased total company sales by approximately 3 percentage points year over year, realized in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 2 percentage points year over year driven by the Intelligent Devices segment.

The table below presents our sales for the year ended September 30, 2025, attributed to the geographic regions based upon country of destination, and the percentage change from the same period in 2024 (in millions, except percentages).


			Change vs.		Change in Organic Sales (1) vs.
	Year Ended September 30, 2025		Year Ended September 30, 2024		Year Ended September 30, 2024
North America	$	5,270	4	%	4	%
Europe, Middle East and Africa	1,488		(1)	%	(3)	%
Asia Pacific	1,024		(5)	%	(4)	%
Latin America	560		(12)	%	(6)	%
Total Company Sales	$	8,342	1	%	1	%

(1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

Corporate and other expenses were $125 million in fiscal 2025 compared to $114 million in fiscal 2024. Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation.

Purchase Accounting Depreciation and Amortization, and Impairment

Purchase accounting depreciation and amortization, and impairment expense was $365 million in fiscal 2025 compared to $144 million in fiscal 2024. The increase was primarily due to a $224 million non-cash impairment charge related to the Sensia joint venture, or $110 million including the impact of non-controlling interest and tax effects.

Restructuring Charges

During 2025, we reversed $5 million of restructuring accruals primarily due to attrition without payment of severance. Restructuring charges were $97 million in fiscal 2024, which relate to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges.

Legacy Asbestos and Environmental Charges

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Income before Income Taxes

Income before income taxes decreased to $917 million in 2025 from $1,100 million in 2024. The decrease was primarily due to higher compensation, the non-cash impairment charge related to the Sensia joint venture, and an accounting change and accrual increase for legacy asbestos liabilities, partially offset by productivity, price realization, and prior year restructuring charges. Total segment operating earnings increased to $1,703 million from $1,595 million in 2024, primarily due to productivity, higher sales driven by price realization, and favorable mix, partially offset by higher compensation and unfavorable net currency.

Income Taxes

The effective tax rate in 2025 was 18.3 percent compared to 13.8 percent in 2024. The increase in the effective tax rate is related to valuation allowances and tax effects from the non-cash impairment charge for the Sensia joint venture and higher discrete tax benefits in 2024 as compared to 2025. The Adjusted Effective Tax Rate in 2025 was 17.1 percent compared to 15.3 percent in 2024. The increase in the Adjusted Effective Tax Rate was primarily due to higher discrete tax benefits in 2024 as compared to 2025.

See Note 16 in the Consolidated Financial Statements for a complete reconciliation of the United States statutory tax rate to the effective tax rate and additional information on tax events in 2025 and 2024 affecting each year’s respective tax rates.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid.

In addition to BEPS Pillar Two, other items could also affect our effective tax rate, many of which are outside of our control,

including:

•changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;

•changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;

•changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;

•changes to the financial accounting rules for income taxes;

•the tax effects of acquisitions; and

•the resolution and timing of issues arising from tax audits.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (Tax Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2025 and others beginning in fiscal 2026 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have reflected the impact in our deferred balances for the year ended September 30, 2025, and will monitor future effects as new guidance emerges. Based on our evaluation of the guidance available to date we believe the provisions will have an overall neutral impact.

Net Loss Attributable to Noncontrolling Interests

Net loss attributable to noncontrolling interests was $120 million in 2025 compared to $5 million in 2024. The increase was driven by $107 million of the accounting charge for goodwill and intangibles impairment and related tax effects including tax asset valuation allowances that is attributable to noncontrolling interests.

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Diluted EPS and Adjusted EPS

Fiscal 2025 Net income attributable to Rockwell Automation was $869 million or $7.67 per share, compared to $953 million or $8.28 per share in fiscal 2024. The decreases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to lower pre-tax margin and a higher effective tax rate. Pre-tax margin was 11.0% in 2025 compared to 13.3% in 2024. The decrease was primarily due to higher compensation, the non-cash impairment charge related to the Sensia joint venture, and an accounting change and accrual increase for legacy asbestos liabilities, partially offset by productivity, price realization, and prior year restructuring charges. Adjusted EPS was $10.53 in fiscal 2025, up 7 percent compared to $9.85 in fiscal 2024, primarily due to higher segment operating margin. Total segment operating margin was 20.4% in 2025 compared to 19.3% in 2024. The increase in total segment operating margin was primarily due to productivity, higher sales driven by price realization, and favorable mix, partially offset by higher compensation and unfavorable net currency.

Intelligent Devices

Sales

Intelligent Devices reported and organic sales decreased 1 percent in 2025 compared to 2024. All regions experienced reported sales decreases. All regions except Latin America experienced organic sales decreases.

Segment Operating Margin

Intelligent Devices segment operating earnings decreased 3 percent year over year. Segment operating margin decreased to 18.0 percent in 2025 from 18.4 percent in 2024, primarily due to higher compensation, lower sales volume, and a prior year earnout accrual adjustment, partially offset by productivity and price realization.

Software & Control

Sales

Software & Control reported and organic sales increased 9 percent in 2025 compared to 2024. All regions except North America experienced reported and organic sales decreases.

Segment Operating Margin

Software & Control segment operating earnings increased 34 percent year over year. Segment operating margin increased to 29.7 percent in 2025 from 24.2 percent in 2024, primarily due to productivity, higher sales volume, and the positive impact of price realization, partially offset by higher compensation.

Lifecycle Services

Sales

Lifecycle Services reported and organic sales decreased 3 percent in 2025 compared to 2024. All regions except Europe, Middle East, and Africa experienced reported sales decreases. All regions experienced organic sales decreases.

Segment Operating Margin

Lifecycle Services segment operating earnings decreased 13 percent year over year. Segment operating margin decreased to 14.5 percent in 2025 from 16.1 percent in 2024, primarily due to higher compensation, partially offset by strong project execution and productivity.

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2024 Compared to 2023

For a discussion of the Company’s fiscal 2024 results compared to fiscal 2023, see Item 7. MD&A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, filed on November 12, 2024.

Supplemental Segment Information

Purchase accounting depreciation and amortization, and impairment, non-operating pension and postretirement benefit (credit) cost, and restructuring charges are not allocated to our operating segments because these costs are excluded from our measurement of each segment’s operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):


	Year Ended September 30,
	2025		2024		2023
Purchase accounting depreciation and amortization, and impairment
Intelligent Devices	$	37	$	38	$	5
Software & Control	66		68		69
Lifecycle Services	262		38		190
Non-operating pension and postretirement benefit (credit) cost
Intelligent Devices	$	(2)	$	(7)	$	21
Software & Control	(1)		(7)		21
Lifecycle Services	(2)		(10)		28
Restructuring charges
Intelligent Devices	$	(2)	$	44	$	—
Software & Control	(2)		33		—
Lifecycle Services	(1)		20		—

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Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit cost (credit), purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation, net legacy asbestos and environmental charges, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects and related valuation allowances.

In 2025, we updated the definition of our non-GAAP earnings measures to exclude net legacy asbestos and environmental charges. We believe the change to our definition provides a more useful presentation of our operating performance to investors as the charges are not reflective of our core operational performance and relate to products sold many years ago including products from divested businesses and environmental matters at previously owned properties. All previously reported amounts within this report have been recast to conform to this new definition. In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs and a related receivable for insurance recoveries for both known and unknown claims, similar to how we account for indemnity costs. See Notes 1 and 17 for more information related to our legacy asbestos claims and environmental matters.

Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes a non-cash accounting charge related to goodwill and intangible asset impairment for the year ended September 30, 2025, and goodwill impairment for the year ended September 30, 2023, for the Sensia joint venture. See Note 3 in the Consolidated Financial Statements for more information on our goodwill and intangible asset impairment charges. The tax effect of the purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes the tax effects on the Sensia joint venture impairments and related Sensia tax asset valuation allowances. We recognized restructuring charges in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins in the year ended September 30, 2024. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges. Non-operating pension and postretirement benefit cost (credit) is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 14 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

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The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):


	Year Ended September 30,
	2025			2024			2023
Net income attributable to Rockwell Automation	$	869		$	953		$	1,387
Non-operating pension and postretirement benefit cost (credit)	1			(20)			83
Tax effect of non-operating pension and postretirement benefit cost (credit)	(1)			4			(21)
Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation (1)	249			133			178
Tax effect of purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation (1)	(38)			(25)			(9)
Net legacy asbestos and environmental charges (2)	154			21			18
Tax effect of net legacy asbestos and environmental charges (2)	(37)			(5)			(4)
Change in fair value of investments	3			—			(279)
Tax effect of change in fair value of investments	(1)			—			68
Restructuring charges	(5)			97			—
Tax effect of restructuring charges	1			(25)			—
Adjusted Income (2)	$	1,195		$	1,133		$	1,421

Diluted EPS	$	7.67		$	8.28		$	11.95
Non-operating pension and postretirement benefit cost (credit)	0.01			(0.17)			0.72
Tax effect of non-operating pension and postretirement benefit cost (credit)	(0.01)			0.03			(0.18)
Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation	2.20			1.16			1.54
Tax effect of purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation	(0.34)			(0.22)			(0.08)
Net legacy asbestos and environmental charges	1.36			0.18			0.16
Tax effect of net legacy asbestos and environmental charges	(0.33)			(0.04)			(0.03)
Change in fair value of investments	0.02			—			(2.42)
Tax effect of change in fair value of investments	(0.01)			(0.01)			0.59
Restructuring charges	(0.05)			0.85			—
Tax effect of restructuring charges	0.01			(0.21)			—


Adjusted EPS	$	10.53		$	9.85		$	12.25

Effective tax rate	18.3		%	13.8		%	20.5		%
Tax effect of non-operating pension and postretirement benefit cost (credit)	0.1		%	(0.1)		%	0.3		%
Tax effect of purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation	(2.5)		%	0.4		%	(3.7)		%
Tax effect of net legacy asbestos and environmental charges	1.1		%	0.2		%	0.1		%
Tax effect of change in fair value of investments	0.1		%	0.1		%	(0.7)		%
Tax effect of restructuring charges	—		%	0.9		%	—		%
Adjusted Effective Tax Rate	17.1		%	15.3		%	16.5		%

(1) 2025 includes $110 million net expense from a $224 million goodwill and intangible asset non-cash impairment charge included in Income before income taxes, ($7) million tax effect including related valuation allowances recorded in the Income tax provision, and ($107) million Net loss attributable to noncontrolling interests. 2023 includes $98 million net expense from a $158 million goodwill impairment charge included in Income before income taxes, $33 million tax effect including related valuation allowances recorded in the Income tax provision, and ($93) million Net loss attributable to noncontrolling interests.

(2) All periods have been recast to conform with current year presentation.

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Financial Condition

The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows (in millions):


	Year Ended September 30,
	2025		2024		2023
Cash provided by (used for)
Operating activities	$	1,544	$	864	$	1,374
Investing activities	(216)		(982)		854
Financing activities	(1,335)		(503)		(1,676)
Effect of exchange rate changes on cash	4		12		20
(Decrease) increase in cash, cash equivalents, and restricted cash	$	(3)	$	(609)	$	572

The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):


	Year Ended September 30,
	2025		2024		2023
Cash provided by operating activities	$	1,544	$	864	$	1,374
Capital expenditures	(186)		(225)		(161)
Free cash flow	$	1,358	$	639	$	1,213

Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations, if any. Operating, investing, and financing cash flows of our discontinued operations, if any, are presented separately in our Consolidated Statement of Cash Flows. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.

Cash provided by operating activities was $1,544 million for the year ended September 30, 2025, compared to $864 million for the year ended September 30, 2024. Free cash flow was $1,358 million for the year ended September 30, 2025, compared to $639 million for the year ended September 30, 2024. The year-over-year increases in cash provided by operating activities and free cash flow were primarily due to cost reduction and other margin expansion initiatives, no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance, and lower tax payments, partially offset by a voluntary pre-tax contribution of $70 million to the company's U.S. pension plan.

Our Short-term debt as of September 30, 2025 and 2024, includes commercial paper borrowings of $522 million and $657 million, with a weighted average interest rate of 4.24 percent and 5.14 percent, and a weighted average maturity period of 16 days and 24 days, respectively. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025 and 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent and 6.17 percent, respectively. Also included in Short-term debt as of September 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into, and in October 2025, these loans were extended to January 15, 2026. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of September 30, 2025.

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We repurchased approximately 1.5 million shares of our common stock under our share repurchase program in 2025 at a total cost of $419 million and an average cost of $279.43 per share. In 2024, we repurchased approximately 2.2 million shares of our common stock under our share repurchase program at a total cost of $594 million and an average cost of $272.97 per share. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable that do not settle until 2026. At September 30, 2024, there was no significant outstanding common stock share repurchases recorded in Accounts payable that did not settle until 2025. Our decision to repurchase shares in 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At September 30, 2025, we had approximately $927 million remaining for share repurchases under our existing board authorizations. See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding share repurchases.

We expect future uses of cash to include working capital requirements, capital expenditures, dividends to shareowners, repurchases of common stock, repayments of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect capital expenditures in 2026 to be approximately $270 million. Significant long-term uses of cash include the following (in millions):


	Payments by Period
	Total		2026		2027		2028		2029		2030		Thereafter
Long-term debt and interest (1)	4,712		$	102	$	102	$	344	$	503	$	71	$	3,590
Minimum lease payments (Note 19)	479		112		96		76		53		40		102
Postretirement benefits (2)	41		6		6		5		5		4		15
Pension funding contribution (3)	23		23		—		—		—		—		—
Net legacy asbestos liabilities (4)	151		12		15		13		12		10		89
Transition tax (5)	97		97		—		—		—		—		—


Total	$	5,503	$	352	$	219	$	438	$	573	$	125	$	3,796

(1) The amounts for Long-term debt assume that the respective debt instruments will be outstanding until their scheduled maturity dates and include interest but exclude unamortized discount. See Note 7 in the Consolidated Financial Statements for more information regarding our Long-term debt.

(2) Our postretirement benefit plans are unfunded and are subject to change. Amounts reported are estimates of future benefit payments, to the extent estimable.

(3) Amounts reported for pension funding contributions reflect current estimates. Contributions to our pension plans beyond 2026 will depend on future investment performance of our pension plan assets, changes in discount rate assumptions, and governmental regulations in effect at the time. Amounts subsequent to 2026 are excluded from the summary above, as we are unable to make a reasonably reliable estimate of these amounts. The minimum contribution for our U.S. pension plan as required by the Employee Retirement Income Security Act (ERISA) is currently zero. We may make additional contributions to this plan at the discretion of management.

(4) Amounts reflect current estimates of net annual payments to resolve claims and will vary based on settlement rates and values, changes in state and national laws, defense strategies, and insurance recoveries.

(5) Under the Tax Act, the Company elected to pay the transition tax interest-free over eight years, with 8% paid in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight.

We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks.

At September 30, 2025, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to efficiently manage liquidity among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.

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In May 2025, we entered into a $500 million senior unsecured 364-day term loan credit agreement and were advanced the full loan amount. In August and September 2025, we repaid the loan amount. The credit agreement remains available until May 2026. This agreement was in addition to our existing $1.5 billion unsecured revolving credit facility expiring in June 2027, which remains outstanding and undrawn as of September 30, 2025. Both the credit facility and credit agreement use the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of our credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against the credit facility during the periods ended September 30, 2025, or September 30, 2024. The term loan agreement contains covenants similar to those under our credit facility, in which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period. We were in compliance with all covenants under our credit agreement and credit facilities at September 30, 2025, and September 30, 2024.

Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.

Separate short-term unsecured credit facilities of approximately $275 million at September 30, 2025, were available to non-U.S. subsidiaries, of which approximately $34 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at September 30, 2025 and 2024, were not significant. There are no significant commitment fees or compensating balance requirements under our credit facilities.

The following is a summary of our credit ratings as of November 12, 2025:

Credit Rating Agency

Short Term Rating

Long Term Rating

Outlook

Standard & Poor’s

A-2

A-

Stable

Moody’s

P-2

Stable

Fitch Ratings

Stable

Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.

We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. There were no net investment hedges as of September 30, 2024. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities’ functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

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Cash dividends declared to shareowners were $593 million in 2025 ($5.24 per common share), $573 million in 2024 ($5.00 per common share), and $544 million in 2023 ($4.72 per common share). Our quarterly dividend rate as of September 30, 2025, is $1.31 per common share ($5.24 per common share annually), which is determined at the sole discretion of our Board of Directors.

Supplemental Sales Information

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.

The following is a reconciliation of reported sales to organic sales by geographic region (in millions):


	Year Ended September 30, 2025						Year Ended September 30, 2024
	Reported Sales		Less: Effect of Acquisitions		Effect of Changes in Currency		Organic Sales		Reported Sales
North America	$	5,270	$	2	$	(12)	$	5,280	$	5,053
Europe, Middle East and Africa	1,488		—		29		1,459		1,504
Asia Pacific	1,024		—		(8)		1,032		1,073
Latin America	560		—		(38)		598		634
Total Company Sales	$	8,342	$	2	$	(29)	$	8,369	$	8,264


	Year Ended September 30, 2024						Year Ended September 30, 2023
	Reported Sales		Less: Effect of Acquisitions		Effect of Changes in Currency		Organic Sales		Reported Sales
North America	$	5,053	$	82	$	(4)	$	4,975	$	5,224
Europe, Middle East and Africa	1,504		9		21		1,474		1,871
Asia Pacific	1,073		5		(18)		1,086		1,358
Latin America	634		—		5		629		605
Total Company Sales	$	8,264	$	96	$	4	$	8,164	$	9,058

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The following is a reconciliation of reported sales to organic sales by operating segment (in millions):


	Year Ended September 30, 2025						Year Ended September 30, 2024
	Reported Sales		Less: Effect of Acquisitions		Effect of Changes in Currency		Organic Sales		Reported Sales
Intelligent Devices	$	3,756	$	—	$	(16)	$	3,772	$	3,804
Software & Control	2,383		—		(9)		2,392		2,187
Lifecycle Services	2,203		2		(4)		2,205		2,273
Total Company Sales	$	8,342	$	2	$	(29)	$	8,369	$	8,264


	Year Ended September 30, 2024						Year Ended September 30, 2023
	Reported Sales		Less: Effect of Acquisitions		Effect of Changes in Currency		Organic Sales		Reported Sales
Intelligent Devices	$	3,804	$	69	$	3	$	3,732	$	4,098
Software & Control	2,187		—		2		2,185		2,886
Lifecycle Services	2,273		27		(1)		2,247		2,074
Total Company Sales	$	8,264	$	96	$	4	$	8,164	$	9,058

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Critical Accounting Estimates

We believe the following accounting estimates are the most critical to the understanding of our financial statements as they could have the most significant effect on our reported results and require subjective or complex judgments by management. Accounting principles generally accepted in the United States require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Refer to Note 1 in the Consolidated Financial Statements for information regarding our significant accounting policies.

Goodwill and Intangibles Valuation - Sensia Reporting Unit

We monitor adverse events, conditions or changes in circumstances that would indicate impairment of intangible assets that are subject to amortization. When such events, conditions or changes in circumstances occur, we assess the recoverability of the assets by comparing the undiscounted future cash flows attributable to the intangible assets to their carrying amount. If the undiscounted future cash flows are less than the carrying amount, an impairment charge based on the excess of the carrying amount over the fair value of the assets, is recorded.

As a result of the historical financial performance of the Sensia joint venture not achieving expectations, during the fourth quarter of fiscal 2025, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. This decision to dissolve resulted in downward revisions to growth and profitability projections. The decision by the joint partners to pursue dissolution of the joint venture is a triggering event for impairment testing. For the Sensia reporting unit identifiable intangible assets subject to amortization within the Lifecycle Services operating segment, we believed these changes that occurred during the fourth quarter of 2025 would indicate a potential impairment. The estimated undiscounted future cash flows attributable to the reporting unit were less than the carrying value; therefore, we determined the fair value for Sensia identifiable intangible assets as of September 30, 2025. We engaged an independent third-party valuation specialist to assist with the fair value determination of the identifiable intangible assets, primarily customer relationships, using a multi-period excess earnings model. We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025. Subsequent to the impairment, our consolidated intangible asset balance as of September 30, 2025, is $864 million, including $58 million of identifiable intangible assets within the Sensia reporting unit.

Following the intangible asset impairment analysis, we estimated the fair value of the Sensia reporting unit using an income approach derived from discounted cash flows. As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations. Subsequent to the impairment, our consolidated goodwill balance as of September 30, 2025, is $3,839 million and there is no remaining goodwill within the Sensia reporting unit.

Critical assumptions used in this approach included estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Estimated future revenue and EBITDA margins are based on our best estimate about current and future conditions. The forecasted near-term growth rate projections take into account recent revenue performance and the order backlog. Margin assumptions reflect volume, mix, productivity and price estimates. These estimates and assumptions are based on a number of factors, including historical experience, reference to external product available market and industry growth publications, and analysis of peer group projections. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. We determined the discount rate using a weighted average cost of capital adjusted for risk factors.

Subsequent to September 30, 2025, and prior to the issuance of these financial statements, the joint venture parents have signed a term sheet that details the distribution of assets and related terms and conditions for the dissolution. As a result, the assets and liabilities to be distributed have met the requirements as held for sale and will be reported as such in our first fiscal quarter. The transaction is expected to close in the first half of fiscal 2026 subject to customary closing conditions.

We performed our annual quantitative impairment test for the Sensia reporting unit during the second quarter of fiscal 2025 and concluded that the goodwill balance within the reporting unit of $161 million was not impaired.

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More information regarding goodwill impairment testing is contained in Note 1 and Note 3 in the Consolidated Financial Statements.

Retirement Benefits - Pension

Pension costs and obligations are actuarially determined and are influenced by assumptions used to estimate these amounts, including the discount rate. Changes in any of the assumptions and the amortization of differences between the assumptions and actual experience will affect the amount of pension expense in future periods.

Our global pension expense was $38 million, $13 million and $122 million in 2025, 2024, and 2023, respectively. Global pension expense in 2023 included $123 million of settlement charges. Approximately all of our 2025 global pension expense and 69 percent of our global projected benefit obligation relate to our U.S. pension plan. The discount rate used to determine our 2025 U.S. pension expense was 5.10 percent, compared to 6.10 percent for 2024.

For 2026, our U.S. discount rate will increase to 5.35 percent from 5.10 percent in 2025. The discount rate was set as of our September 30 measurement date and was determined by modeling a portfolio of bonds that match the expected cash flow of our benefit plans.

The changes in our discount rate have an inverse relationship with our net periodic benefit cost and projected benefit obligation. The following chart illustrates the estimated change in projected benefit obligation and annual net periodic benefit cost assuming a change of 25 basis points in the discount rate for our U.S. pension plans (in millions):


	Pension Benefits
	Change in Projected Benefit Obligation		Change in Net Periodic Benefit Cost (1)
Discount rate	$	56	$	6

(1) Change includes both operating and non-operating pension costs.

More information regarding pension benefits is contained in Note 14 in the Consolidated Financial Statements.

Revenue Recognition - Customer Incentives

We offer various incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Customer incentives are recognized as a reduction of sales if distributed in cash or customer account credits. We record accruals at the time of revenue recognition as a current liability within Customer returns, rebates, and incentives in our Consolidated Balance Sheet or, where a right of setoff exists, as a reduction of Receivables. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.

Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. A critical assumption used in estimating the accrual for this program is the time period from when revenue is recognized to when the rebate is processed. Our estimate is based primarily on historical experience. If the time period were to change by 10 percent, the effect would be an adjustment to the accrual of approximately $24 million.

More information regarding our revenue recognition and returns, rebates, and incentives policies are contained in Note 1 and Note 2 in the Consolidated Financial Statements.

Legacy Asbestos-related Matters

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these claims. See Notes 1 and 17 in the Consolidated Financial Statements for more information.

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We accrue for net legacy asbestos-related matters based upon an assessment of the ultimate liability for claims incurred, whether filed or not, including estimates of both future claim resolution costs and defense costs. We utilize historical claim and defense costs trends as well as a third-party actuarial valuation in determining estimated reserves and related insurance recoveries which we believe are probable and reasonably estimable through a 2060 terminal year. Accruals total $441 million at September 30, 2025, and are included in the Consolidated Balance Sheet in Other current liabilities and Other liabilities, with insurance recoveries related to these matters of $290 million recorded in Receivables and Other assets.

The valuation of the accrual is based on several critical assumptions, including projections of future claims, dismissal rates, average settlement values, inflation rates, and the ratio of defense costs to indemnity payments. We typically rely on a five-year historical average for dismissal rates, settlement values, and defense-to-indemnity ratios, adjusted to exclude outlier data and informed by input from national counsel regarding the current docket and jurisdictional trends. Future claims estimates are developed using actuarial models grounded in widely accepted industry studies, and inflation assumptions are aligned with long-term, broadly recognized economic indicators. The aggregate impact of these assumptions reflects estimated payments for approximately 12,130 claims and projected dismissals of approximately 24,340 claims through the 2060 terminal year.

Acquisitions - Clearpath Intangible Assets Valuation

We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill. We engaged an independent third-party valuation specialist to assist with the fair value allocation of the intangible assets assumed through the Clearpath Robotics, Inc. acquisition including its industrial division OTTO Motors (Clearpath). The intangible assets were valued using income approaches, specifically the relief from royalty method and multi-period excess earnings method. This required the use of several assumptions and estimates including forecasted revenue growth rates, margin, and cash flows attributable to existing customers, obsolescence factor, royalty rate, contributory asset charges, customer attrition rate, and discount rates. Although we believe the assumptions and estimates made were reasonable and appropriate, these estimates require judgment and are based in part on historical experience and information obtained from Clearpath management.

The key assumption requiring the use of judgement in the valuation of the $270 million technology asset was the obsolescence factor. The obsolescence factor of 12 years was calculated based on the depletion of existing technology using a variety of factors including research and development spend toward new product development and scheduled patent expiration. A two-year change in this assumption would result in a change of approximately $82 million in intangible assets. The key assumption requiring the use of judgement in the valuation of the $41 million trademark intangible asset was the weighted average royalty rate of 2.05 percent. This rate was based on royalty market data. A 100 basis point change in the royalty rate would result in a change of $20 million in intangible assets.

More information regarding this business combination is contained in Note 4 in the Consolidated Financial Statements.

Recent Accounting Pronouncements

See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk during the normal course of business from changes in foreign currency exchange rates and interest rates. We manage exposure to these risks through a combination of normal operating and financing activities as well as derivative financial instruments in the form of foreign currency forward exchange contracts.

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include transactions denominated in currencies other than a location’s functional currency, transaction gains and losses associated with intercompany loans with foreign subsidiaries, and translation of local currency balances of foreign subsidiaries. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the use of financial instruments including, but not limited to, foreign currency forward exchange contracts and cross-currency swaps. We enter into these contracts with major financial institutions that we believe to be creditworthy. We do not enter into derivative financial instruments for speculative purposes. We record all derivatives on the balance sheet at fair value regardless of the purpose for holding them.

The use of foreign currency forward exchange contracts allows us to manage transactional exposure to exchange rate fluctuations as the gains or losses incurred on these contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Foreign currency forward exchange contracts are denominated in currencies of major industrial countries in which we operate. The fair value of our foreign currency forward exchange contracts is an asset of $8 million and a liability of $23 million at September 30, 2025. For assets and liabilities denominated in currencies other than a location’s functional currency without offsetting foreign currency forward exchange contracts, a 10 percent adverse change in the underlying foreign currency exchange rates would reduce our pre-tax income by approximately $35 million.

During 2025, we entered into cross-currency swaps in order to manage foreign currency translation risk of local currency balances of foreign subsidiaries. We designated the cross-currency swaps as a partial hedge of our net investment in certain subsidiaries that are not U.S. dollar functional. As a result, changes in the fair value of the cross-currency swaps are recorded in accumulated currency translation adjustments within equity in the Consolidated Balance Sheet. A hypothetical 10 percent adverse change in the cross-currency swaps’ underlying spot rates would result in an additional cash outflow at maturity of $80 million. The fair value of these instruments prior to maturity also includes an interest rate component; however, we currently have no plans to settle these swaps before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations.

Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through earnings. For derivatives that are hedges, depending on the nature of the hedge, changes in fair value are either offset by changes in the fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in Other comprehensive income until the hedged item is recognized in earnings. We recognize the ineffective portion of a derivative’s change in fair value in earnings immediately. There was no impact on earnings due to ineffective hedges in 2025, 2024, or 2023. A hypothetical 10 percent adverse change in underlying foreign currency exchange rates associated with the hedged exposures and related contracts would not be significant to our financial condition or results of operations.

The strengthening of the U.S. dollar against foreign currencies has an unfavorable impact on our sales and results of operations. While future changes in foreign currency exchange rates are difficult to predict, our sales and profitability may be adversely affected if the U.S. dollar strengthens relative to current levels.

Interest Rate Risk

In addition to existing cash balances and cash provided by normal operating activities, we use a combination of short-term and long-term debt to finance operations. We are exposed to interest rate risk on certain of these debt obligations.

We had outstanding fixed rate long-term and current portion of long-term debt obligations with a carrying value of $2,616 million at September 30, 2025, and $2,868 million at September 30, 2024. The fair value of this debt was approximately $2,352 million at September 30, 2025, and $2,639 million at September 30, 2024. The potential increase in fair value on such fixed-rate debt obligations from a hypothetical 50 basis point decrease in market interest rates would not be significant to our results of operations or financial condition. We currently have no plans to repurchase our outstanding fixed-rate instruments before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations or shareowners’ equity.

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Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEET

(in millions, except per share amounts)


	September 30,
	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	468	$	471
Receivables	1,931		1,802
Inventories	1,247		1,293
Other current assets	265		315
Total current assets	3,911		3,881
Property, net of accumulated depreciation	797		777
Operating lease right-of-use assets	403		423
Goodwill	3,839		3,993
Other intangible assets, net	864		1,066
Deferred income taxes	596		517
Other assets	809		575
Total	$	11,219	$	11,232
LIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities
Short-term debt	$	608	$	771
Current portion of long-term debt	2		307
Accounts payable	930		860
Compensation and benefits	432		259
Contract liabilities	621		584
Customer returns, rebates, and incentives	347		347
Other current liabilities	505		476
Total current liabilities	3,445		3,604
Long-term debt	2,614		2,561
Retirement benefits	406		549
Operating lease liabilities	329		356
Other liabilities	714		487
Commitments and contingent liabilities (Note 17)
Shareowners’ equity
Common stock ($1.00 par value, shares issued: 141.4 and 181.4, respectively)	141		181
Additional paid-in capital	2,283		2,188
Retained earnings	5,422		9,635
Accumulated other comprehensive loss	(657)		(772)
Common stock in treasury, at cost (shares held: 29.0 and 68.3, respectively)	(3,535)		(7,734)
Shareowners’ equity attributable to Rockwell Automation, Inc.	3,654		3,498
Noncontrolling interests	57		177
Total shareowners’ equity	3,711		3,675
Total	$	11,219	$	11,232

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share amounts)


	Year Ended September 30,
	2025		2024		2023
Sales
Products and solutions	$	7,364	$	7,331	$	8,225
Services	978		933		833
	8,342		8,264		9,058
Cost of sales
Products and solutions	(3,785)		(3,908)		(4,103)
Services	(541)		(505)		(532)
	(4,326)		(4,413)		(4,635)
Gross profit	4,016		3,851		4,423
Selling, general and administrative expenses	(1,914)		(2,001)		(2,024)
Engineering and development	(679)		(658)		(706)
Change in fair value of investments	(3)		—		279
Other (expense) income (Note 15)	(123)		62		(71)
Goodwill and intangible asset impairment	(224)		—		(158)
Interest expense	(156)		(154)		(135)
Income before income taxes	917		1,100		1,608
Income tax provision (Note 16)	(168)		(152)		(330)


Net income	749		948		1,278
Net loss attributable to noncontrolling interests	(120)		(5)		(109)
Net income attributable to Rockwell Automation, Inc.	$	869	$	953	$	1,387
Earnings per share:


Basic	$	7.69	$	8.32	$	12.03



Diluted	$	7.67	$	8.28	$	11.95
Weighted average outstanding shares:
Basic	112.7		114.0		114.8
Diluted	113.1		114.5		115.6

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)


	Year Ended September 30,
	2025		2024		2023
Net income	$	749	$	948	$	1,278
Other comprehensive income
Pension and other postretirement benefit plan adjustments (net of tax (expense) benefit of ($31), $7, and ($15))	96		(23)		40
Currency translation adjustments	16		68		100
Net change in cash flow hedges (net of tax (expense) benefit of ($2), $11, and $5)	3		(27)		(12)

Other comprehensive income	115		18		128
Comprehensive income	864		966		1,406
Comprehensive loss attributable to noncontrolling interests	(120)		(5)		(109)
Comprehensive income attributable to Rockwell Automation, Inc.	$	984	$	971	$	1,515

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)


	Year Ended September 30,
	2025		2024		2023

Operating activities:
Net income	$	749	$	948	$	1,278


Adjustments to arrive at cash provided by operating activities
Depreciation	173		162		134
Amortization of intangible assets	152		155		116
Change in fair value of investments	3		—		(279)
Share-based compensation expense	85		100		88
Retirement benefit expense	43		18		126
Pension contributions	(88)		(27)		(26)
Deferred income taxes	(114)		(68)		(100)

Net loss on disposition and impairment of property	13		—		1

Accounting method change for net legacy asbestos-related defense costs	91		—		—
Goodwill and intangible asset impairment	224		—		158
Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments
Receivables	(117)		405		(369)
Inventories	55		132		(296)
Accounts payable	53		(291)		70
Contract liabilities	39		(7)		107
Compensation and benefits	168		(255)		209
Income taxes	(54)		(237)		104
Other assets and liabilities	69		(171)		53
Cash provided by operating activities	1,544		864		1,374
Investing activities:
Capital expenditures	(186)		(225)		(161)
Acquisition of businesses, net of cash acquired	—		(749)		(168)
Purchases of investments	(14)		(10)		(27)

Proceeds from sale of investments	—		—		1,210


Other investing activities	(16)		2		—
Cash (used for) provided by investing activities	(216)		(982)		854
Financing activities:
Net (repayment) issuance of short-term debt	(134)		655		(257)
Issuance of short-term debt, net of issuance costs	513		19		—
Issuance of long-term debt, net of discount and issuance costs	14		—		—
Repayment of short-term debt	(500)		—		(19)
Repayment of long-term debt	(303)		—		(600)
Cash dividends	(591)		(571)		(542)
Purchases of treasury stock	(425)		(595)		(312)
Proceeds from the exercise of stock options	101		39		89
Other financing activities	(10)		(50)		(35)
Cash used for financing activities	(1,335)		(503)		(1,676)
Effect of exchange rate changes on cash	4		12		20
(Decrease) increase in cash, cash equivalents, and restricted cash	(3)		(609)		572
Cash, cash equivalents, and restricted cash at beginning of year	471		1,080		508
Cash, cash equivalents, and restricted cash at end of year	$	468	$	471	$	1,080
Components of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	468	$	471	$	1,072
Restricted cash, current (Other current assets)	—		—		8

Total cash, cash equivalents, and restricted cash	$	468	$	471	$	1,080

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY

(in millions, except per share amounts)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners’ equity
Balance at September 30, 2022	$	181	$	2,007	$	8,412	$	(918)	$	(6,957)	$	2,725	$	291	$	3,016
Net income (loss)	—		—		1,387		—		—		1,387		(109)		1,278
Other comprehensive income	—		—		—		128		—		128		—		128
Common stock issued (including share-based compensation impact)	—		95		—		—		82		177		—		177
Share repurchases	—		—		—		—		(312)		(312)		—		(312)
Cash dividends declared (1)	—		—		(544)		—		—		(544)		—		(544)


Balance at September 30, 2023	$	181	$	2,102	$	9,255	$	(790)	$	(7,187)	$	3,561	$	182	$	3,743
Net income (loss)	—		—		953		—		—		953		(5)		948
Other comprehensive income	—		—		—		18		—		18		—		18
Common stock issued (including share-based compensation impact)	—		86		—		—		53		139		—		139
Share repurchases	—		—		—		—		(600)		(600)		—		(600)
Cash dividends declared (1)	—		—		(573)		—		—		(573)		—		(573)

Balance at September 30, 2024	$	181	$	2,188	$	9,635	$	(772)	$	(7,734)	$	3,498	$	177	$	3,675
Net income (loss)	—		—		869		—		—		869		(120)		749
Other comprehensive income	—		—		—		115		—		115		—		115
Common stock issued (including share-based compensation impact)	—		95		—		—		93		188		—		188
Share repurchases	—		—		—		—		(423)		(423)		—		(423)
Retirement of treasury shares	(40)		—		(4,489)		—		4,529		—		—		—
Cash dividends declared (1)	—		—		(593)		—		—		(593)		—		(593)

Balance at September 30, 2025	$	141	$	2,283	$	5,422	$	(657)	$	(3,535)	$	3,654	$	57	$	3,711

(1) Cash dividends were $5.24 per share in 2025; $5.00 per share in 2024; and $4.72 per share in 2023.

See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Accounting Policies

Basis of Presentation

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to Engineering and development to conform to the current-year presentation, which we believe enhances transparency and provides a clearer view of overall business performance. This revised presentation also aligns more closely with the reporting practices of our industry peers, facilitating improved comparability for stakeholders. These reclassifications had no impact on net income, earnings per share, cash flows, segment operating earnings, or the financial position of the Company. For the years ended September 30, 2025, 2024, and 2023, the reclassifications resulted in a decrease to Cost of sales in the amounts of $679 million, $658 million, and $706 million, respectively.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and controlled majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliates over which we do not have control but exercise significant influence are accounted for using the equity method of accounting. These affiliated companies are not material individually or in the aggregate to our financial position, results of operations, or cash flows.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. We use estimates in accounting for, among other items, customer returns, rebates, and incentives; allowance for doubtful accounts; excess and obsolete inventory; share-based compensation; acquisitions, including consolidation and intangible assets; goodwill and intangible asset impairment; product warranty obligations; capitalization of internal-use software; retirement benefits; litigation, claims, and contingencies, including legacy asbestos and environmental matters, conditional asset retirement obligations, and contractual indemnifications; leases; and income taxes. We account for changes to estimates and assumptions prospectively when warranted by factually-based experience.

Revenue Recognition

See Note 2 for our revenue recognition policy under Accounting Standards Codification (ASC) 606.

Returns, Rebates, and Incentives

Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. We also offer various other incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Certain distributors are offered a right to return product, subject to contractual limitations.

We record accruals for customer returns, rebates, and incentives at the time of revenue recognition based primarily on historical trend experience and expected market conditions. Returns are presented on the Consolidated Balance Sheet as a right of return asset and refund liability. Incentives in the form of rebates are estimated at the individual customer level and are recorded as a reduction of sales. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Taxes on Revenue Producing Transactions

Taxes assessed by governmental authorities on revenue producing transactions, including sales, value added, excise, and use taxes, are recorded on a net basis (excluded from revenue).

Cash and Cash Equivalents

Cash, cash equivalents, and restricted cash include time deposits, certificates of deposit, and other fixed income securities with original maturities of three months or less at the time of purchase.

Receivables

We record an allowance for doubtful accounts and expected credit losses based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are recorded net of an allowance for doubtful accounts of $21 million at September 30, 2025, and $22 million at September 30, 2024. The changes to our allowance for doubtful accounts during the years ended September 30, 2025 and 2024, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

Inventories

Inventories are recorded at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods. Market is determined on the basis of estimated realizable values.

Investments

Investments include time deposits, certificates of deposit, other fixed income securities, and equity securities. Investments with original maturities longer than three months at the time of purchase and less than one year from period end are classified as short-term. All other investments are classified as long-term. Fixed income securities meeting the definition of a security are accounted for as available-for-sale and recorded at fair value. Equity securities with a readily determinable fair value are recorded at fair value. Equity securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP, are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. All other investments are recorded at cost, which approximates fair value.

Property

Property, including internal-use software and software to provide a service (e.g. SaaS arrangements), is recorded at cost. Equipment under finance leases are stated at the present value of minimum lease payments. We calculate depreciation of property using the straight-line method over 3 to 40 years for buildings and improvements, 3 to 20 years for machinery and equipment, and 3 to 10 years for computer hardware and internal-use software. We capitalize significant renewals and enhancements and write off replaced units. Implementation costs incurred in a cloud computing arrangement that is a service contract are recorded in Other current assets and Other assets on the Consolidated Balance Sheet and are amortized over the expected service period. We expense maintenance and repairs, as well as renewals of minor amounts. Property acquired during the year that is accrued within Accounts payable or Other current liabilities at year end is considered to be a non-cash investing activity and is excluded from cash used for capital expenditures in the Consolidated Statement of Cash Flows. Capital expenditures of $56 million, $42 million, and $43 million were accrued within Accounts payable and Other current liabilities at September 30, 2025, 2024, and 2023, respectively.

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Goodwill and Other Intangible Assets

Goodwill and Other intangible assets generally result from business acquisitions. We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill.

We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment as required under U.S. GAAP during the second quarter of each year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Any excess in carrying value over the estimated fair value is charged to results of operations. For our annual evaluation of goodwill, we may perform a qualitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in order to determine whether it is necessary to perform a quantitative goodwill impairment test. Our reporting units for goodwill evaluation consist of the Intelligent Devices segment, the Software & Control segment, the Lifecycle Services segment (excluding Sensia), and Sensia. When performing the quantitative goodwill impairment test, we determine the fair value of each reporting unit using either an income approach derived from discounted cash flows or a market multiples approach using selected comparable public companies, or a combination thereof.

Significant assumptions used in the income approach include: management’s forecasted cash flows, including estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Forecasts of future revenue growth and margins are based on management’s best estimates. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. The discount rate is determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit, including risks associated with our above market revenue growth assumptions, historical performance, and industry-specific and economic factors. Significant assumptions used in the market multiples approach include selection of the comparable public companies and calculation of the appropriate market multiples.

We amortize all intangible assets with finite useful lives on a straight-line basis over their estimated useful lives. Useful lives assigned range from 3 to 15 years for trademarks, 5 to 20 years for customer relationships, 5 to 17 years for technology, and 5 to 30 years for other intangible assets.

Intangible assets also include costs of on-premise software developed or purchased by our software business to be sold, leased, or otherwise marketed. Amortization of these computer software products is calculated on a product-by-product basis as the greater of (a) the unamortized cost at the beginning of the year times the ratio of the current year gross revenue for a product to the total of the current and anticipated future gross revenue for that product or (b) the straight-line amortization over the remaining estimated economic life of the product.

Impairment of Long-Lived Assets

We evaluate the recoverability of the recorded amount of long-lived assets, including property, operating lease right-of-use assets, capitalized implementation costs of a cloud computing arrangement, and other intangible assets, whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If we determine that an asset is impaired, we measure the impairment to be recognized as the amount by which the recorded amount of the asset exceeds its fair value. We report assets to be disposed of at the lower of the recorded amount or fair value less cost to sell. We determine fair value using a discounted future cash flow analysis.

Derivative Financial Instruments

We use derivative financial instruments in the form of foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also use these contracts and cross-currency swaps to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. Additionally, we use derivative financial instruments in the form of interest rate swap contracts to manage our borrowing costs of certain long-term debt and use treasury locks to manage the potential change in interest rates in anticipation of issuance of fixed rate debt. We designate and account for these derivative financial instruments as hedges under U.S. GAAP.

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Furthermore, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities’ functional currencies. It is our policy to execute such instruments with global financial institutions that we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. Foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries.

Fair Value of Financial Instruments

We record various financial instruments at fair value. U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:


Level 1:						Quoted prices in active markets for identical assets or liabilities.

Level 2:						Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3:						Unobservable inputs for the asset or liability.

We hold financial instruments consisting of cash and short-term debt. The fair values of our cash and short-term debt approximate their carrying amounts as reported in our Consolidated Balance Sheet due to the short-term nature of these instruments. We also hold financial instruments consisting of long-term debt, investments, and derivatives. The valuation methodologies for these financial instruments are described in Notes 7, 10, 11, and 14.

We also determine fair value assessments in conjunction with intangible valuations of acquisitions, contingent consideration in the purchase price of acquisitions, and our impairment testing of goodwill and indefinite lived intangible assets. The valuation methodologies for these assets are described in Notes 3 and 4.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our 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.

Foreign Currency Translation

We translate assets and liabilities of subsidiaries operating outside of the United States with a functional currency other than the U.S. dollar into U.S. dollars using exchange rates at the end of the respective period. We translate sales, costs, and expenses at average exchange rates effective during the respective period. We report foreign currency translation adjustments as a component of Other comprehensive income. Currency transaction gains and losses are included in results of operations in the period incurred.

Research and Development Expenses

We expense research and development (R&D) costs as incurred; these costs were $482 million in 2025, $477 million in 2024, and $530 million in 2023. We include R&D expenses in Engineering and development in the Consolidated Statement of Operations. Engineering and development also includes routine enhancements or improvements to existing products, production lines, manufacturing processes, and other ongoing operations.

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Income Taxes

We account for uncertain tax positions by determining whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. For tax positions that meet the more likely than not recognition threshold, we determine the amount of benefit to recognize in the Consolidated Financial Statements based on our assertion of the most likely outcome resulting from an examination, including the resolution of any related appeals or litigation processes.

Earnings Per Share

We present basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing earnings available to common shareowners, which is income excluding the allocation to participating securities, by the weighted average number of common shares outstanding during the year, excluding restricted stock. Diluted EPS amounts are based upon the weighted average number of common and common-equivalent shares outstanding during the year. We use the treasury stock method to calculate the effect of outstanding share-based compensation awards, which requires us to compute total employee proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which the total employee proceeds of the award exceed the average market price of the same award over the period have an antidilutive effect on EPS, and accordingly, we exclude them from the calculation. Antidilutive share-based compensation awards for the years ended September 30, 2025 (0.5 million shares), 2024 (0.5 million shares), and 2023 (0.4 million shares), were excluded from the diluted EPS calculation. U.S. GAAP requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, to be treated as participating securities and included in the computation of EPS pursuant to the two-class method. Our participating securities are composed of restricted stock and non-employee director restricted stock units.

The following table reconciles basic and diluted EPS amounts (in millions, except per share amounts):


	2025		2024		2023






Net income attributable to Rockwell Automation, Inc.	$	869	$	953	$	1,387
Less: Allocation to participating securities	(2)		(5)		(6)
Net income available to common shareowners	$	867	$	948	$	1,381
Basic weighted average outstanding shares	112.7		114.0		114.8
Effect of dilutive securities
Stock options	0.4		0.5		0.7
Performance shares	—		—		0.1
Diluted weighted average outstanding shares	113.1		114.5		115.6
Earnings per share:


Basic	$	7.69	$	8.32	$	12.03



Diluted	$	7.67	$	8.28	$	11.95

Share-Based Compensation

We recognize share-based compensation expense for equity awards on a straight-line basis over the service period of the award based on the fair value of the award as of the grant date.

Product and Workers’ Compensation Liabilities

We record accruals for product and workers’ compensation claims in the period in which they are probable and reasonably estimable. Our principal self-insurance programs include product liability and workers’ compensation where we self-insure up to a specified dollar amount. Claims exceeding this amount up to specified limits are covered by insurance policies purchased from commercial insurers. We estimate the liability for the majority of the self-insured claims using our claims experience for the periods being valued.

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Legacy Asbestos and Environmental Matters

We record liabilities for asbestos and environmental matters in the period in which our responsibility is probable and the costs can be reasonably estimated. We make changes to the liabilities in the periods in which the estimated costs of remediation or cost to defend and resolve claims change. If we determine that future recoveries from insurers or other third parties are probable and a right of set off exists, we record the liability net of the estimated recovery. If we determine that future recoveries from insurers or other third parties are probable but a right of set off does not exist, we record a liability for the total estimated costs of remediation or resolution of the claims and a receivable for the estimated recovery. Accruals for legacy asbestos and environmental matters are included in the Consolidated Balance Sheet in Other current liabilities and Other liabilities, and recoveries related to these matters when a right of set off does not exist are recorded in Receivables and Other assets.

Environmental

At third-party environmental sites where more than one potentially responsible party has been identified, we record a liability for our estimated allocable share of costs related to our involvement with the site, as well as an estimated allocable share of costs related to the involvement of insolvent or unidentified parties. At environmental sites where we are the sole responsible party, we record a liability for the total estimated costs of remediation. Ongoing operating and maintenance expenditures included in our environmental remediation obligations are discounted to present value over the probable future remediation period. Our remaining environmental remediation obligations are undiscounted due to the subjectivity of the timing and/or amount of future cash payments.

Asbestos

In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims, similar to how we account for indemnity costs. The defense costs were historically expensed as incurred due to volatility and unpredictability. Over time, more and better data has become available and we have deployed a consistent defense strategy, with dedicated in-house counsel and national counsel managing our cases, contributing to the quantity and quality of data available related to defense costs enabling our ability to reasonably estimate. In 2025, we engaged a third-party actuarial firm to provide actuarial modeling of future defense and indemnity costs, together with our own review, we believe that we can now reasonably estimate future net legacy asbestos-related defense costs. Together, recognition of both claim indemnity and defense costs more accurately represent the estimated overall cost of resolving claims. We believe this broader accrual approach for net legacy asbestos-related defense costs is preferable and enhances the relevance and reliability of our financial reporting because it better reflects a more complete assessment of our obligations.

As a result of this change, our accounting policy has been updated as follows: We accrue for legacy asbestos-related matters based on an estimate of the ultimate liability of claims incurred, whether filed or not, including an estimate of future indemnity and defense costs. Accruals for claims, including defense costs, are recorded based on an analysis of claim and resolution activity by type, defense spending, national litigation trends, and pending and future claims. We use known facts and historical claim trends and trends in defense costs, as well as an actuarial valuation in determining estimated required accruals, which we believe are probable and reasonably estimable. Our liabilities are undiscounted due to the subjectivity of the timing and/or amount of future cash payments.

This accounting policy change in 2025 for defense costs has been reflected as a change in accounting estimate effected by a change in accounting principle and is accounted for on a prospective basis. We recorded pre-tax expense in Other (expense) income in the Consolidated Statement of Operations of $136 million for the year ended September 30, 2025 ($103 million after tax or $0.91 per share), which includes charges for a change in accounting method of $91 million and indemnity accrual increase of $45 million. The total gross liability, including defense costs, was $441 million at September 30, 2025, and is included in Other current liabilities and Other liabilities. This liability, net of insurance recoveries recorded in Receivables and Other assets, was $151 million at September 30, 2025. See Note 17 for additional information.

Legal Costs

We expense legal costs as incurred, with the exception of legal costs associated with product liability matters including legacy asbestos claims.

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Conditional Asset Retirement Obligations

We record liabilities for costs related to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, development, or the normal operation of the long-lived asset. The obligation to perform the asset retirement activity is not conditional even though the timing or method may be conditional.

Leases

We have operating leases primarily for real estate, vehicles, and equipment. We have finance leases primarily for equipment. We determine if a contract is, or contains, a lease at contract inception. A right-of-use (ROU) asset and a corresponding lease liability are recognized at commencement for contracts that are, or contain, a lease with an original term greater than 12 months. We elect to not record lease ROU assets or lease liabilities for leases with an original term of 12 months or less. ROU assets represent our right to use an underlying asset during the lease term, including periods for which renewal options are reasonably certain to be exercised, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease expense is recognized on a straight-line basis over the lease term for leases with an original term of 12 months or less. Amortization expense of the ROU asset for operating and finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. A portion of our real estate leases is generally subject to annual changes based upon an index. The changes based upon the index are treated as variable lease payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities and is expensed when incurred. We elected to not separate lease and nonlease components of contracts for most underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

Lease liabilities are recognized at the contract commencement date based on the present value of remaining lease payments over the lease term. To calculate the lease liabilities we use our incremental borrowing rate. We determine our incremental borrowing rate at the commencement date using our unsecured borrowing rate, adjusted for collateralization and lease term. For leases denominated in a currency other than the U.S. dollar, the collateralized borrowing rate in the foreign currency is determined using the U.S. dollar and foreign currency swap spread. Long-term operating lease liabilities are presented as Operating lease liabilities and current operating lease liabilities are included in Other current liabilities in the Consolidated Balance Sheet. Long-term finance lease liabilities are presented as Long-term debt and current finance lease liabilities are included in Current portion of long-term debt in the Consolidated Balance Sheet.

ROU assets are recognized at the contract commencement date at the value of the related lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Operating lease ROU assets are presented as Operating lease right-of-use assets and finance lease ROU assets are presented as Property in the Consolidated Balance Sheet.

Lease expenses, including amortization of ROU assets, for operating and finance leases are recognized on a straight-line basis over the lease term and recorded in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. Interest expense for finance leases is recorded in Interest expense in the Consolidated Statement of Operations.

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Supplier Financing Arrangements

The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices.

Amounts outstanding related to SCF programs are included in Accounts payable in the Consolidated Balance Sheet and in changes in Accounts payable on the Consolidated Statement of Cash Flows. The impact of these programs is not material to the Company's overall liquidity.

The rollforward of our outstanding obligations under the SCF programs is as follows (in millions):


	September 30, 2025
Balance at the beginning of the year	$	77
Invoices confirmed during the period	237
Payments made during the period	(246)
Balance at the end of the year	$	68

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (FASB) issued a new standard that requires companies to apply Accounting Standards Codification (ASC) 405-50 to disclose supplier finance program obligations. We adopted the new standard as of October 1, 2023. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, which requires expanded interim and annual disclosures of segment information regularly provided to the chief operating decision maker (CODM), the title and position of the CODM, an explanation of how the CODM uses the information in assessing segment performance and deciding how to allocate resources, and an amount for other segment items by reportable segment and a description of its composition. We expanded our disclosures to comply with this standard.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.

In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard.

We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.

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2. Revenue Recognition

Nature of Products and Services

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.

Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.

Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 20 for more information.

In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors.

Performance Obligations

We use executed sales agreements and purchase orders to determine the existence of a customer contract.

For each customer contract, we determine if the products and services promised to the customer are distinct performance obligations. A product or service is distinct if both of the following criteria are met at contract inception: (i) the customer can benefit from the product or service on its own or together with other readily available resources, and (ii) our promise to transfer the product or perform the service is separately identifiable from other promises in the contract. The fact that we regularly sell a product or service separately is an indicator that the customer can benefit from a product or service on its own or with other readily available resources.

The objective when assessing whether our promises to transfer products or perform services are distinct within the context of the contract is to determine whether the nature of the promise is to transfer each of those products or perform those services individually, or whether the promise is to transfer a combined item or items to which the promised products or services are inputs. If a promised product or service is not distinct, we combine that product or service with other promised products or services until it comprises a bundle of products or services that is distinct, which may result in accounting for all the products or services in a contract as a single performance obligation.

For each performance obligation in a contract, we determine whether the performance obligation is satisfied over time. A performance obligation is satisfied over time if it meets any of the following criteria: (i) the customer simultaneously receives and consumes the benefits provided by our performance as we perform, or (ii) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) our performance does not create an asset for which we have an alternative use and we have an enforceable right to payment for performance completed to date. If one or more of these criteria are met, then we recognize revenue over time using a method that depicts performance. If none of the criteria are met, then control transfers to the customer at a point in time and we recognize revenue at that point in time.

Our products represent standard, catalog products for which we have an alternative use, and therefore we recognize revenue at a point in time when control of the product transfers to the customer. For the majority of our products, control transfers upon shipment, though for some contracts control may transfer upon delivery. Product-type contracts are generally one year or less in length.

Revenue in our Software & Control segment also includes revenue from perpetual and subscription software licenses under on-premise and SaaS arrangements. When on-premise software licenses are determined to be distinct performance obligations, we recognize the related revenue at a point in time when the customer is provided the right to use the license, while revenue allocated to upgrades and support are recognized over the term of the contract. To the extent that the on-premise license is not

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considered distinct, revenue is recognized over time over the period the related services are performed. Revenue from SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, are recognized over time during the period the customer is provided the right to use the software.

We offer a wide variety of solutions and services to our customers, for which we recognize revenue over time or at a point in time based on the contract as well as the type of solution or service. If one or more of the three criteria above for over time revenue recognition are met, we recognize revenue over time as cost is incurred, as work is performed, or based on time elapsed, depending on the type of customer contract. If none of these criteria are met, we recognize revenue at a point in time when control of the asset being created or enhanced transfers to the customer. More than half of our solutions and services revenue is from contracts that are one year or less in length. For certain solutions and services offerings, when we have the right to invoice our customers in an amount that corresponds to our performance completed to date, we apply the practical expedient to measure progress and recognize revenue based on the amount for which we have the right to invoice the customer.

When assessing whether we have an alternative use for an asset, we consider both contractual and practical limitations. These include: (i) the level and cost of customization of the asset that is required to meet a customer’s needs, (ii) the activities, cost, and profit margin after any rework that would be required before the asset could be directed for another use, and (iii) the portion of the asset that could not be reworked for an alternative use.

At times we provide products and services free of charge to our customers as incentives when the customers purchase other products or services. These represent distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price.

Most of our global warranties are assurance in nature and do not represent distinct performance obligations. See Note 9 for additional information and disclosures. We occasionally offer extended warranties to our customers that are considered a distinct performance obligation, to which we allocate revenue based on relative standalone selling price, which is recognized over the extended warranty period.

We account for shipping and handling activities performed after control of a product has been transferred to the customer as a fulfillment cost. As such, we have applied the practical expedient and we accrue for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

Unfulfilled Performance Obligations

As of September 30, 2025, we expect to recognize approximately $1.415 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $800 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.

We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of September 30, 2025.

Transaction Price

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring products to, or performing services for, a customer. We estimate the transaction price at contract inception, and update the estimate each reporting period for any changes in circumstances. In some cases a contract may involve variable consideration, including rebates, credits, allowances for returns, or other similar items that generally decrease the transaction price. We use historical trend experience and expected market conditions to estimate variable consideration, including any constraint.

The transaction price (including any discounts and variable consideration) is allocated between separate products and services based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which we separately sell each good or service. For items that are not sold separately, we estimate the standalone selling price using available information such as market reference points and other observable data.

We have elected the practical expedient to exclude sales taxes and other similar taxes from the measurement of the transaction price.

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Significant Payment Terms

Our standard payment terms vary globally but do not result in a significant delay between the timing of invoice and payment. We occasionally negotiate other payment terms during the contracting process. We do not typically include significant financing components in our contracts with customers. We have elected the practical expedient to not adjust the transaction price for the period between transfer of products or performance of services and customer payment if expected to be one year or less.

For most of our products, we invoice at the time of shipment and we do not typically have significant contract balances. For our solutions and services as well as some of our products, timing may differ between revenue recognition and billing. Depending on the terms agreed to with the customer, we may invoice in advance of performance or we may invoice after performance. When revenue recognition exceeds billing we recognize a receivable, and when billing exceeds revenue recognition we recognize a contract liability.

Disaggregation of Revenue

The following table presents our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.


	Year Ended September 30, 2025
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	2,486	$	608	$	391	$	271	$	3,756
Software & Control	1,652		341		244		146		2,383
Lifecycle Services	1,132		539		389		143		2,203
Total Company Sales	$	5,270	$	1,488	$	1,024	$	560	$	8,342


	Year Ended September 30, 2024
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	2,503	$	615	$	399	$	287	$	3,804
Software & Control	1,415		350		261		161		2,187
Lifecycle Services	1,135		539		413		186		2,273
Total Company Sales	$	5,053	$	1,504	$	1,073	$	634	$	8,264


	Year Ended September 30, 2023
	North America		Europe, Middle East, and Africa		Asia Pacific		Latin America		Total
Intelligent Devices	$	2,409	$	829	$	569	$	291	$	4,098
Software & Control	1,795		528		394		169		2,886
Lifecycle Services	1,020		514		395		145		2,074
Total Company Sales	$	5,224	$	1,871	$	1,358	$	605	$	9,058

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Liabilities

Contract liabilities primarily relate to consideration received in advance of performance under the contract.

Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):


	September 30, 2025		September 30, 2024
Balance as of beginning of year	$	653	$	654
Balance as of end of period	$	695	653

The most significant changes in our Contract liabilities balance during both the twelve months ended September 30, 2025 and 2024, were due to amounts billed during the period, offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period.

In the twelve months ended September 30, 2025, we recognized revenue of approximately $545 million that was included in the Contract liabilities balance at September 30, 2024. In the twelve months ended September 30, 2024, we recognized revenue of approximately $584 million that was included in the Contract liabilities balance at September 30, 2023. In the twelve months ended September 30, 2023, we recognized revenue of approximately $424 million that was included in the Contract liabilities at September 30, 2022. We did not have a material amount of revenue recognized in the twelve months ended September 30, 2025, 2024 and 2023, from performance obligations satisfied or partially satisfied in previous periods.

Costs to Obtain and Fulfill a Contract

We capitalize and amortize certain incremental costs to obtain and fulfill contracts. These costs primarily consist of incentives paid to sales personnel, which are considered incremental costs to obtain customer contracts. We elected the practical expedient to expense incremental costs to obtain a contract when the contract has a duration of one year or less for most classes of contracts. Our capitalized contract costs, which are included in Other assets in our Consolidated Balance Sheet, are not significant as of September 30, 2025 and 2024. There was no impairment charge in relation to capitalized costs during the years ended September 30, 2025, 2024, and 2023.

3. Goodwill and Other Intangible Assets

Changes in the carrying amount of Goodwill were (in millions):


	Intelligent Devices		Software & Control		Lifecycle Services		Total
Balance as of October 1, 2023	$	596	$	2,420	$	513	$	3,529
Acquisition of businesses	283		—		134		417
Translation	21		17		9		47
Balance as of September 30, 2024	$	900	$	2,437	$	656	$	3,993
Impairment	—		—		(161)		(161)

Translation	4		3		—		7
Balance as of September 30, 2025	$	904	$	2,440	$	495	$	3,839

Gross carrying value of Goodwill	$	904	$	2,440	$	814	$	4,158
Accumulated impairment losses	—		—		(319)		(319)
Goodwill	$	904	$	2,440	$	495	$	3,839

We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment during the second quarter of fiscal 2025 and concluded that these assets were not impaired. For our annual evaluation, we performed qualitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services (excluding Sensia) reporting units and a quantitative test for the Sensia reporting unit. Refer to Note 1 for additional information on our goodwill impairment evaluations. See 2025 Impairment Assessment below for additional information on the fourth quarter evaluation.

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Other intangible assets consist of (in millions):


	September 30, 2025
	Gross Carrying Value		Accumulated Amortization		Net
Amortized intangible assets
Software products	$	108	$	(83)	$	25
Customer relationships	569		(232)		337
Technology	698		(304)		394
Trademarks	131		(67)		64
Other	6		(6)		—
Total amortized intangible assets	1,512		(692)		820
Allen-Bradley® trademark not subject to amortization	44		—		44
Other intangible assets	$	1,556	$	(692)	$	864


	September 30, 2024
	Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets
Software products	$	105	$	(76)	$	29
Customer relationships	619		(187)		432
Technology	729		(257)		472
Trademarks	132		(44)		88
Other	6		(5)		1
Total amortized intangible assets	1,591		(569)		1,022
Allen-Bradley® trademark not subject to amortization	44		—		44
Other intangible assets	$	1,635	$	(569)	$	1,066

Software products represent costs of computer software to be sold, leased, or otherwise marketed. Software products amortization expense was $11 million in 2025, $12 million in 2024, and $11 million in 2023. Estimated total amortization expense for all amortized intangible assets is $131 million in 2026, $122 million in 2027, $111 million in 2028, $73 million in 2029, and $71 million in 2030.

2025 Impairment Assessment

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2023 Impairment Assessment

Following formation in October 2019, the Sensia joint venture operations were challenged by the global pandemic, geopolitical activities, volatility in commodity prices and supply chain dynamics. The cumulative historical growth and profitability below plan had resulted in a declining cushion between carrying value and fair value in previous impairment tests. The joint venture partners appointed a new management team in 2023 and updated the strategy of Sensia, which included downward revisions to growth and profitability projections. Lower sales growth reflected historical performance and an updated outlook of market conditions. Lower profitability reflected an updated view of mix and volume. Based upon the update of Sensia’s strategy and projections in the fourth quarter of 2023, we determined that it was more likely than not that the fair value of Sensia was below its carrying value. As a result of this triggering event, we performed an interim quantitative analysis, using a combination of an income approach derived from discounted cash flows and a market multiples approach using selected comparable public companies, consistent with our annual impairment testing. As of the fourth quarter 2023 testing date, the carrying value of the Sensia reporting unit of $665 million was determined to be in excess of the reporting unit’s fair value, resulting in a $158 million goodwill impairment charge recorded in the Consolidated Statement of Operations. As of September 30, 2024, $161 million of goodwill remained within the Sensia reporting unit.

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4. Acquisitions

2024 Acquisitions

In October 2023, we acquired Clearpath Robotics, Inc., including its industrial division OTTO Motors (Clearpath), a company that specializes in autonomous robotics for industrial applications, headquartered in Ontario, Canada. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of October 2, 2023. The aggregate purchase price allocation is as follows (in millions):


	Purchase Price Allocation
Receivables	$	8
Inventory	22
Goodwill	283
Intangible assets	313
All other assets	11
Total assets acquired	637
Less: Deferred tax liability	(9)
Less: Liabilities assumed	(19)
Net assets acquired	$	609

	Purchase Consideration
Cash consideration, net of cash acquired	$	566
Contingent consideration	43
Total purchase consideration, net of cash acquired	$	609

Intangible assets identified include $270 million of technology, $41 million of trademarks, and $2 million of customer relationships. We assigned the full amount of goodwill and all other assets acquired to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Clearpath reflects a number of factors including the future earnings and cash flow potential for the business and resulting synergies from the business portfolio and industry expertise. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. Refer to Note 1 for further information regarding levels in the fair value hierarchy. The key assumption requiring the use of judgement in the valuation of the technology asset was the obsolescence factor, where we estimated a phase out over 12 years; other assumptions included forecasted revenue growth rates and margin and the discount rate. The key assumption requiring the use of judgement in the valuation of the trademarks asset was the weighted average royalty rate of 2.05 percent; other assumptions included forecasted revenue growth rates and the discount rate.

The purchase price included up to $50 million in contingent consideration that can be earned by sellers if Clearpath achieves revenue targets that it had established prior to the acquisition in two performance periods ending February 29, 2024, and February 28, 2025. We developed various risk-based scenarios and a probability outcome model to measure the fair value of the contingent consideration. We determined the fair value to be $43 million as of the acquisition date, which is considered a level 3 measurement under the U.S. GAAP fair value hierarchy. We updated the fair value measures quarterly during the performance periods to reflect actual contingent consideration earned.

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The following table presents the fair value of the contingent consideration in the Consolidated Balance Sheet (in millions):


	Period ended February 29, 2024		Period ended February 28, 2025		Total
Contingent consideration as of December 31, 2023	$	17	$	26	$	43
Adjustment for earnout achieved for first performance period	(7)		—		(7)
Adjustment to fair value	—		(21)		(21)
Payment of earnout achieved for first performance period	(10)		—		(10)
Contingent consideration as of September 30, 2024	$	—	$	5	$	5
Adjustment for earnout forfeited for second performance period	—		(5)		(5)
Contingent consideration as of September 30, 2025	$	—	$	—	$	—

No consideration was earned or paid for the second performance period. The consideration for the amount earned for the first performance period was paid during the third quarter of 2024.

In November 2023, we acquired Verve Industrial Protection (Verve), a cybersecurity software and services company that focuses specifically on industrial environments. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of November 1, 2023. The aggregate purchase price allocation is as follows (in millions):


	Purchase Price Allocation
Receivables	$	8
Goodwill	133
Intangible assets	47
All other assets	1
Total assets acquired	189
Less: Liabilities assumed	(6)
Net assets acquired	$	183

	Purchase Consideration


Total purchase consideration, net of cash acquired	$	183

We assigned the full amount of goodwill to our Lifecycle Services segment. We expect the goodwill to be deductible for tax purposes. The goodwill recorded represents intangible assets that do not qualify for separate recognition.

Pro forma consolidated sales for the years ended September 30, 2024 and 2023, were $8.3 billion and $9.1 billion, respectively, and the impact on earnings was not material. The preceding pro forma consolidated financial results of operations are as if the preceding 2024 acquisitions occurred on October 1, 2022. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time.

Total sales from all of the above 2024 acquisitions in the year ended September 30, 2024, were $84 million. Total acquisition-related costs from all of the above 2024 acquisitions in the year ended September 30, 2024, were not material. Net losses from all of the above 2024 acquisitions in the year ended September 30, 2024, were $53 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 Acquisitions

In October 2022, we acquired CUBIC, a company that specializes in modular systems for the construction of electrical panels, headquartered in Bronderslev, Denmark. We assigned the full amount of goodwill related to this acquisition to our Intelligent Devices segment.

In February 2023, we acquired Knowledge Lens, a services and solutions provider headquartered in Bengaluru, India. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

We recorded assets acquired and liabilities assumed in connection with these acquisitions based on their estimated fair values as of the acquisition dates of October 31, 2022, and February 28, 2023, respectively. The aggregate purchase price allocation is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	24
Inventories	18
Property	28
Goodwill	111
Other intangible assets	54
All other assets acquired	21
Total assets acquired	256
Less: Other liabilities assumed	(13)
Less: Deferred income taxes	(57)
Net assets acquired, excluding cash	$	186

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	186

Pro forma consolidated sales for the years ended September 30, 2023 and 2022, were approximately $9.1 billion and $7.9 billion, respectively, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if the preceding fiscal 2023 acquisitions occurred on October 1, 2021. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time. Acquisition-related costs recorded as expenses in the year ended September 30, 2023, were not material.

Total sales in 2023 from the 2023 acquisitions were $88 million, and the impact on earnings was not material. Total acquisition costs from the 2023 acquisitions were not material.

5. Inventories

Inventories consist of (in millions):


	September 30,
	2025		2024
Finished goods	$	502	$	475
Work in process	331		344
Raw materials	414		474
Inventories	$	1,247	$	1,293

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Property, net

Property consists of (in millions):


	September 30,
	2025		2024
Land	$	5	$	5
Buildings and improvements	490		464
Machinery and equipment	1,533		1,405
Internal-use software	636		586
Construction in progress	130		178
Total	2,794		2,638
Less: Accumulated depreciation	(1,997)		(1,861)
Property, net	$	797	$	777

7. Long-term and Short-term Debt

Long-term debt consists of (in millions):


	September 30,
	2025		2024
2.875% notes, payable in March 2025	$	—	$	302
6.70% debentures, payable in January 2028	250		250
3.50% notes, payable in March 2029	425		425
1.75% notes, payable in August 2031	450		450
6.25% debentures, payable in December 2037	250		250
4.20% notes, payable in March 2049	575		575
2.80% notes, payable in August 2061	450		450
5.20% debentures, payable in January 2098	200		200
Sensia loans from SLB, payable in October 2026	42		—
Unamortized discount, capitalized lease obligations and other	(26)		(34)
Total debt	2,616		2,868
Less: Current portion	(2)		(307)
Long-term debt	$	2,614	$	2,561

Our long-term debt and notes payable maturities in the next five years include a $250 million debt issuance that matures in fiscal year 2028, and a $425 million note that matures in fiscal year 2029.

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In May 2025, we entered into a $500 million senior unsecured 364-day term loan credit agreement and were advanced the full loan amount. In August and September 2025, we repaid the loan amount. The credit agreement remains available until May 2026. This agreement was in addition to our existing $1.5 billion unsecured revolving credit facility expiring in June 2027, which remains outstanding and undrawn as of September 30, 2025. Both the credit facility and credit agreement use the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against the credit facility during the periods ended September 30, 2025, or September 30, 2024. The term loan agreement contains covenants similar to those under our credit facility, in which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA (as defined in the facility) for the preceding four quarters to consolidated interest expense for the same period. We were in compliance with all covenants under our credit agreement and credit facilities at September 30, 2025 and 2024.

Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. Under our current policy, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.

Interest payments were $157 million during 2025, $153 million during 2024, and $133 million during 2023.

The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):

September 30, 2025

September 30, 2024

Carrying Value

Fair Value

Carrying Value

ROCKWELL AUTOMATION, INC 10-K