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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2026
OR
| | | | | |
| ☐ | 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 incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
1201 South Second Street |
|
|
Milwaukee, | Wisconsin | | 53204 |
| (Address of principal executive offices) | | (Zip Code) |
+1 (414) 382-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
_________________________________________
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 |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
111,048,676 shares of registrant’s Common Stock were outstanding on June 30, 2026.
INDEX
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| Page No. |
PART I. FINANCIAL INFORMATION | |
| |
Item 1. Financial Statements | |
| |
Consolidated Balance Sheet | 4 |
| |
Consolidated Statement of Operations | 5 |
| |
Consolidated Statement of Comprehensive Income | 6 |
| |
Consolidated Statement of Cash Flows | 7 |
| |
Consolidated Statement of Shareowners' Equity | 8 |
| |
Notes to Consolidated Financial Statements | 10 |
| |
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | 26 |
| |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 |
| |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 42 |
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Item 4. Controls and Procedures | 42 |
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PART II. OTHER INFORMATION | |
| |
Item 1. Legal Proceedings | 43 |
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Item 1A. Risk Factors | 43 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 43 |
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Item 5. Other Information | 43 |
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Item 6. Exhibits | 44 |
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Signatures | 45 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKWELL AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | |
| June 30, 2026 | | September 30, 2025 |
| ASSETS |
| Current assets | | | |
| Cash and cash equivalents | $ | 479 | | | $ | 468 | |
| | | |
| Receivables | 1,937 | | | 1,931 | |
| Inventories | 1,243 | | | 1,247 | |
| Other current assets | 289 | | | 265 | |
| Total current assets | 3,948 | | | 3,911 | |
Property, net of accumulated depreciation of $2,050 and $1,997, respectively | 839 | | | 797 | |
| Operating lease right-of-use assets | 346 | | | 403 | |
| Goodwill | 3,814 | | | 3,839 | |
| Other intangible assets, net | 710 | | | 864 | |
| Deferred income taxes | 620 | | | 596 | |
| | | |
| Other assets | 814 | | | 809 | |
| Total | $ | 11,091 | | | $ | 11,219 | |
| LIABILITIES AND SHAREOWNERS’ EQUITY |
| Current liabilities | | | |
| Short-term debt | $ | 686 | | | $ | 608 | |
| Current portion of long-term debt | 2 | | | 2 | |
| | | |
| Accounts payable | 935 | | | 930 | |
| Compensation and benefits | 395 | | | 432 | |
| Contract liabilities | 651 | | | 621 | |
| Customer returns, rebates and incentives | 383 | | | 347 | |
| Other current liabilities | 620 | | | 505 | |
| Total current liabilities | 3,672 | | | 3,445 | |
| Long-term debt | 2,570 | | | 2,614 | |
| Retirement benefits | 406 | | | 406 | |
| Operating lease liabilities | 268 | | | 329 | |
| Other liabilities | 679 | | | 714 | |
Commitments and contingent liabilities (Note 12) | | | |
| Shareowners’ equity | | | |
Common stock ($1.00 par value, shares issued: 141.4) | 141 | | | 141 | |
| Additional paid-in capital | 2,364 | | | 2,283 | |
| Retained earnings | 5,867 | | | 5,422 | |
| Accumulated other comprehensive loss | (669) | | | (657) | |
Common stock in treasury, at cost (shares held: 30.3 and 29.0, respectively) | (4,209) | | | (3,535) | |
| Shareowners’ equity attributable to Rockwell Automation, Inc. | 3,494 | | | 3,654 | |
| Noncontrolling interests | 2 | | | 57 | |
| Total shareowners’ equity | 3,496 | | | 3,711 | |
| Total | $ | 11,091 | | | $ | 11,219 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Sales | | | | | | | |
| Products and solutions | $ | 2,068 | | | $ | 1,897 | | | $ | 5,938 | | | $ | 5,301 | |
| Services | 245 | | | 247 | | | 719 | | | 725 | |
| 2,313 | | | 2,144 | | | 6,657 | | | 6,026 | |
| Cost of sales | | | | | | | |
| Products and solutions | (1,038) | | | (960) | | | (2,990) | | | (2,732) | |
| Services | (131) | | | (138) | | | (382) | | | (398) | |
| (1,169) | | | (1,098) | | | (3,372) | | | (3,130) | |
| Gross profit | 1,144 | | | 1,046 | | | 3,285 | | | 2,896 | |
| Selling, general and administrative expenses | (490) | | | (498) | | | (1,446) | | | (1,443) | |
| Engineering and development | (173) | | | (170) | | | (525) | | | (488) | |
| | | | | | | |
| Other income (Note 10) | 22 | | | 5 | | | 39 | | | 8 | |
| Interest expense | (33) | | | (41) | | | (101) | | | (119) | |
| Income before income taxes | 470 | | | 342 | | | 1,252 | | | 854 | |
| Income tax provision (Note 14) | (62) | | | (49) | | | (191) | | | (135) | |
| | | | | | | |
| | | | | | | |
| Net income | 408 | | | 293 | | | 1,061 | | | 719 | |
| Net loss attributable to noncontrolling interests | — | | | (2) | | | (2) | | | (12) | |
| Net income attributable to Rockwell Automation, Inc. | $ | 408 | | | $ | 295 | | | $ | 1,063 | | | $ | 731 | |
| Earnings per share: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Basic | $ | 3.66 | | | $ | 2.61 | | | $ | 9.48 | | | $ | 6.45 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Diluted | $ | 3.65 | | | $ | 2.60 | | | $ | 9.44 | | | $ | 6.43 | |
| Weighted average outstanding shares: | | | | | | | |
| Basic | 111.1 | | | 112.5 | | | 111.8 | | | 112.8 | |
| Diluted | 111.6 | | | 113.0 | | | 112.3 | | | 113.2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income | $ | 408 | | | $ | 293 | | | $ | 1,061 | | | $ | 719 | |
| Other comprehensive income (loss) | | | | | | | |
Pension and other postretirement benefit plan adjustments (net of tax expense of ($1), ($2), ($3), and ($5)) | 3 | | | 6 | | | 10 | | | 17 | |
| Currency translation adjustments | (38) | | | 106 | | | (36) | | | 19 | |
Net change in cash flow hedges (net of tax (expense) benefit of ($3), $6, ($6), and $0) | 6 | | | (15) | | | 14 | | | (1) | |
| | | | | | | |
| Other comprehensive income (loss) | (29) | | | 97 | | | (12) | | | 35 | |
| Comprehensive income | 379 | | | 390 | | | 1,049 | | | 754 | |
| Comprehensive income (loss) attributable to noncontrolling interests | 1 | | | (1) | | | (2) | | | (12) | |
| Comprehensive income attributable to Rockwell Automation, Inc. | $ | 378 | | | $ | 391 | | | $ | 1,051 | | | $ | 766 | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
| | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2026 | | 2025 |
| | | |
| Operating activities: | | | |
| Net income | $ | 1,061 | | | $ | 719 | |
| Adjustments to arrive at cash provided by operating activities | | | |
| Depreciation | 138 | | | 126 | |
| Amortization of intangible assets | 99 | | | 114 | |
| | | |
| Share-based compensation expense | 69 | | | 65 | |
| Retirement benefit expense | 19 | | | 31 | |
| Net loss on disposition and impairment of property | — | | | 9 | |
| | | |
| | | |
| Pension contributions | (5) | | | (8) | |
| Gain on dissolution of Sensia | (20) | | | — | |
Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments | | | |
| Receivables | (51) | | | (58) | |
| Inventories | (49) | | | 44 | |
| Accounts payable | 47 | | | 1 | |
| Contract liabilities | 41 | | | 65 | |
| Compensation and benefits | (26) | | | 87 | |
| Income taxes | (92) | | | (130) | |
| Other assets and liabilities | 47 | | | 25 | |
| Cash provided by operating activities | 1,278 | | | 1,090 | |
| Investing activities: | | | |
| Capital expenditures | (179) | | | (137) | |
| | | |
| Purchases of investments | (14) | | | (13) | |
| | | |
| | | |
| | | |
| Dissolution of Sensia, net of cash derecognized | (7) | | | — | |
| Other investing activities | (5) | | | (15) | |
| Cash used for investing activities | (205) | | | (165) | |
| Financing activities: | | | |
| Net issuance (repayment) of commercial paper | 162 | | | (398) | |
| Issuance of short-term debt | 33 | | | 513 | |
| Issuance of long-term debt | — | | | 12 | |
| Repayment of short-term debt | (70) | | | — | |
| Repayment of long-term debt | (62) | | | (300) | |
| | | |
| Cash dividends | (464) | | | (444) | |
| Purchases of treasury stock | (754) | | | (356) | |
| Proceeds from the exercise of stock options | 93 | | | 78 | |
| Other financing activities | — | | | (9) | |
| Cash used for financing activities | (1,062) | | | (904) | |
| Effect of exchange rate changes on cash | — | | | 3 | |
| Increase in cash and cash equivalents | 11 | | | 24 | |
| Cash and cash equivalents at beginning of period | 468 | | | 471 | |
| Cash and cash equivalents at end of period | $ | 479 | | | $ | 495 | |
| | | |
| | | |
| | | |
| | | |
| | | |
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(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 March 31, 2026 | | $ | 141 | | | $ | 2,331 | | | $ | 5,768 | | | $ | (639) | | | $ | (4,079) | | | $ | 3,522 | | | $ | 54 | | | $ | 3,576 | |
| Net income | | — | | | — | | | 408 | | | — | | | — | | | 408 | | | — | | | 408 | |
| Other comprehensive income (loss) | | — | | | — | | | — | | | (30) | | | — | | | (30) | | | 1 | | | (29) | |
| Common stock issued (including share-based compensation impact) | | — | | | 33 | | | — | | | — | | | 16 | | | 49 | | | — | | | 49 | |
| Share repurchases | | — | | | — | | | — | | | — | | | (146) | | | (146) | | | — | | | (146) | |
Cash dividends declared (1) | | — | | | — | | | (309) | | | — | | | — | | | (309) | | | — | | | (309) | |
| Dissolution of Sensia | | — | | | — | | | — | | | — | | | — | | | — | | | (53) | | | (53) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Balance at June 30, 2026 | | $ | 141 | | | $ | 2,364 | | | $ | 5,867 | | | $ | (669) | | | $ | (4,209) | | | $ | 3,494 | | | $ | 2 | | | $ | 3,496 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 March 31, 2025 | | $ | 141 | | | $ | 2,228 | | | $ | 5,285 | | | $ | (833) | | | $ | (3,382) | | | $ | 3,439 | | | $ | 166 | | | $ | 3,605 | |
| Net income (loss) | | — | | | — | | | 295 | | | — | | | — | | | 295 | | | (2) | | | 293 | |
| Other comprehensive income | | — | | | — | | | — | | | 96 | | | — | | | 96 | | | 1 | | | 97 | |
| Common stock issued (including share-based compensation impact) | | — | | | 30 | | | — | | | — | | | 23 | | | 53 | | | — | | | 53 | |
| Share repurchases | | — | | | — | | | — | | | — | | | (124) | | | (124) | | | — | | | (124) | |
Cash dividends declared (1) | | — | | | — | | | (296) | | | — | | | — | | | (296) | | | — | | | (296) | |
| Dissolution of Sensia | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Balance at June 30, 2025 | | $ | 141 | | | $ | 2,258 | | | $ | 5,284 | | | $ | (737) | | | $ | (3,483) | | | $ | 3,463 | | | $ | 165 | | | $ | 3,628 | |
(1) Cash dividends were $1.38 per share and $1.31 per share in the three months ended June 30, 2026 and 2025, respectively.
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(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, 2025 | | $ | 141 | | | $ | 2,283 | | | $ | 5,422 | | | $ | (657) | | | $ | (3,535) | | | $ | 3,654 | | | $ | 57 | | | $ | 3,711 | |
| Net income (loss) | | — | | | — | | | 1,063 | | | — | | | — | | | 1,063 | | | (2) | | | 1,061 | |
| Other comprehensive loss | | — | | | — | | | — | | | (12) | | | — | | | (12) | | | — | | | (12) | |
| Common stock issued (including share-based compensation impact) | | — | | | 81 | | | — | | | — | | | 81 | | | 162 | | | — | | | 162 | |
| Share repurchases | | — | | | — | | | — | | | — | | | (755) | | | (755) | | | — | | | (755) | |
| Retirement of treasury shares | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Cash dividends declared (1) | | — | | | — | | | (618) | | | — | | | — | | | (618) | | | — | | | (618) | |
| Dissolution of Sensia | | — | | | — | | | — | | | — | | | — | | | — | | | (53) | | | (53) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Balance at June 30, 2026 | | $ | 141 | | | $ | 2,364 | | | $ | 5,867 | | | $ | (669) | | | $ | (4,209) | | | $ | 3,494 | | | $ | 2 | | | $ | 3,496 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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, 2024 | | $ | 181 | | | $ | 2,188 | | | $ | 9,635 | | | $ | (772) | | | $ | (7,734) | | | $ | 3,498 | | | $ | 177 | | | $ | 3,675 | |
| Net income (loss) | | — | | | — | | | 731 | | | — | | | — | | | 731 | | | (12) | | | 719 | |
| Other comprehensive income | | — | | | — | | | — | | | 35 | | | — | | | 35 | | | — | | | 35 | |
| Common stock issued (including share-based compensation impact) | | — | | | 70 | | | — | | | — | | | 75 | | | 145 | | | — | | | 145 | |
| Share repurchases | | — | | | — | | | — | | | — | | | (353) | | | (353) | | | — | | | (353) | |
| Retirement of treasury shares | | (40) | | | — | | | (4,489) | | | — | | | 4,529 | | | — | | | — | | | — | |
Cash dividends declared (1) | | — | | | — | | | (593) | | | — | | | — | | | (593) | | | — | | | (593) | |
| Dissolution of Sensia | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Balance at June 30, 2025 | | $ | 141 | | | $ | 2,258 | | | $ | 5,284 | | | $ | (737) | | | $ | (3,483) | | | $ | 3,463 | | | $ | 165 | | | $ | 3,628 | |
(1) Cash dividends were $4.14 per share and $3.93 per share in the nine months ended June 30, 2026 and 2025, respectively.
See Notes to Consolidated Financial Statements.
Table of Contents
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Accounting Policies
In the opinion of management of Rockwell Automation, Inc. (Rockwell Automation or the Company), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The results of operations for the three and nine months ended June 30, 2026, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.
During the quarter ended September 30, 2025, we reviewed our classification of expenses in the Statement of Operations. We have elected to separately report Engineering and development costs, formerly classified as Cost of sales. Engineering and development costs include research and development (R&D) and other engineering activities including routine enhancements or improvements to existing products, production lines, manufacturing processes and other ongoing operations that are not directly related to revenue generating customer contracts. Cost of sales now includes material, labor and overhead costs directly attributable to (i) specific units of inventory produced, (ii) the delivery of specific services, or (iii) the fulfillment of current customer contracts.
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 three and nine months ended June 30, 2025, the reclassifications resulted in a decrease to Cost of sales in the amount of $170 million and $488 million, respectively.
Dissolution of the Sensia Joint Venture
During the fourth quarter of fiscal 2025, as a result of the historical financial performance of the Sensia joint venture not achieving expectations, a strategic review by the partners resulted in a decision to pursue a dissolution. The decision by the joint venture partners was a triggering event that resulted in goodwill and intangible assets pre-tax, non-cash impairment charges of $161 million and $63 million, respectively, during the quarter ended September 30, 2025. As a result of the impairment, there is no remaining goodwill within the Sensia reporting unit. Remaining identifiable intangible asset balance for Sensia was $58 million as of September 30, 2025.
The joint venture partners signed a separation agreement in December 2025, including a plan for distribution of joint venture assets and related terms and conditions. The disposal group met the criteria to be classified as held for sale under ASC 360-10-45 in the first quarter ended December 31, 2025. The Sensia joint venture had historically been included in the Lifecycle Services reportable segment.
The dissolution of the Sensia joint venture was completed April 1, 2026. Upon the dissolution, the businesses contributed to the joint venture were distributed back to the respective joint venture partners at fair value and resulted in a $40 million cash payment from the joint venture partner to Rockwell. Additionally, a payment will be made to account for the proportional distribution of the book value of working capital assets distributed to each joint venture partner at closing. As a result of closing the transaction, we derecognized net assets of $94 million, primarily consisting of (i) cash and cash equivalents of $47 million, (ii) receivables of $60 million, (iii) inventories of $54 million, (iv) other intangible assets of $56 million, (v) short-term debt of $89 million, and (vi) contract liabilities of $20 million. We recognized a pre-tax gain on the dissolution of Sensia of $20 million, which was recorded in Other income in the Consolidated Statement of Operations. We incurred $2 million and $10 million of transaction costs during the three and nine months ended June 30, 2026, respectively, which were recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations.
Receivables
We record an allowance for doubtful accounts 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 $17 million at June 30, 2026, and $21 million at September 30, 2025. The changes to our allowance for doubtful accounts during the three and nine months ended June 30, 2026 and 2025, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.
Table of Contents
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Earnings Per Share
The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income attributable to Rockwell Automation, Inc. | $ | 408 | | | $ | 295 | | | $ | 1,063 | | | $ | 731 | |
| Less: Allocation to participating securities | (1) | | | (1) | | | (3) | | | (3) | |
| Net income available to common shareowners | $ | 407 | | | $ | 294 | | | $ | 1,060 | | | $ | 728 | |
| Basic weighted average outstanding shares | 111.1 | | | 112.5 | | | 111.8 | | | 112.8 | |
| Effect of dilutive securities | | | | | | | |
| Stock options | 0.5 | | | 0.4 | | | 0.5 | | | 0.4 | |
| Performance shares | — | | | 0.1 | | | — | | | — | |
| Diluted weighted average outstanding shares | 111.6 | | | 113.0 | | | 112.3 | | | 113.2 | |
| Earnings per share: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Basic | $ | 3.66 | | | $ | 2.61 | | | $ | 9.48 | | | $ | 6.45 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Diluted | $ | 3.65 | | | $ | 2.60 | | | $ | 9.44 | | | $ | 6.43 | |
For the three and nine months ended June 30, 2026, there were 0.3 million and 0.9 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive. For the three and nine months ended June 30, 2025, there were 0.4 million and 1.7 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.
Non-Cash Investing and Financing Activities
Capital expenditures of $14 million and $20 million were accrued within Accounts payable and Other current liabilities at June 30, 2026 and 2025, respectively. Outstanding common stock share repurchases of $2 million and $1 million that did not settle until the next quarter were accrued within Accounts payable at June 30, 2026 and 2025, respectively. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.
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.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The rollforward of our outstanding obligations under the SCF programs is as follows (in millions): | | | | | | | | | | | |
| 2026 | | 2025 |
| Beginning Balance, March 31 | $ | 64 | | | $ | 56 | |
| Invoices confirmed during the period | 66 | | | 63 | |
| Payments made during the period | (53) | | | (52) | |
| Ending Balance, June 30 | $ | 77 | | | $ | 67 | |
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, which will be effective for us in fiscal 2029.
We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.
2. Revenue Recognition
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 15 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.
Unfulfilled Performance Obligations
As of June 30, 2026, we expect to recognize approximately $1,375 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $820 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 June 30, 2026.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Disaggregation of Revenue
The following tables present 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2026 |
| | North America | | Europe, Middle East, and Africa | | Asia Pacific | | Latin America | | Total |
| Intelligent Devices | | $ | 718 | | | $ | 190 | | | $ | 107 | | | $ | 65 | | | $ | 1,080 | |
| Software & Control | | 514 | | | 110 | | | 87 | | | 40 | | | 751 | |
| Lifecycle Services | | 250 | | | 104 | | | 94 | | | 34 | | | 482 | |
| Total Company Sales | | $ | 1,482 | | | $ | 404 | | | $ | 288 | | | $ | 139 | | | $ | 2,313 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2025 |
| | North America | | Europe, Middle East, and Africa | | Asia Pacific | | Latin America | | Total |
| Intelligent Devices | | $ | 636 | | | $ | 160 | | | $ | 103 | | | $ | 69 | | | $ | 968 | |
| Software & Control | | 431 | | | 94 | | | 70 | | | 34 | | | 629 | |
| Lifecycle Services | | 287 | | | 138 | | | 93 | | | 29 | | | 547 | |
| Total Company Sales | | $ | 1,354 | | | $ | 392 | | | $ | 266 | | | $ | 132 | | | $ | 2,144 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended June 30, 2026 |
| | North America | | Europe, Middle East, and Africa | | Asia Pacific | | Latin America | | Total |
| Intelligent Devices | | $ | 2,040 | | | $ | 506 | | | $ | 295 | | | $ | 200 | | | $ | 3,041 | |
| Software & Control | | 1,408 | | | 310 | | | 224 | | | 122 | | | 2,064 | |
| Lifecycle Services | | 785 | | | 390 | | | 281 | | | 96 | | | 1,552 | |
| Total Company Sales | | $ | 4,233 | | | $ | 1,206 | | | $ | 800 | | | $ | 418 | | | $ | 6,657 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended June 30, 2025 |
| | North America | | Europe, Middle East, and Africa | | Asia Pacific | | Latin America | | Total |
| Intelligent Devices | | $ | 1,755 | | | $ | 446 | | | $ | 275 | | | $ | 194 | | | $ | 2,670 | |
| Software & Control | | 1,199 | | | 245 | | | 177 | | | 105 | | | 1,726 | |
| Lifecycle Services | | 838 | | | 391 | | | 292 | | | 109 | | | 1,630 | |
| Total Company Sales | | $ | 3,792 | | | $ | 1,082 | | | $ | 744 | | | $ | 408 | | | $ | 6,026 | |
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):
| | | | | | | | | | | |
| June 30, 2026 | | June 30, 2025 |
| Balance as of beginning of year | $ | 695 | | | $ | 653 | |
| Balance as of end of period | 714 | | | 720 | |
The most significant changes in our Contract liabilities balance during both the nine months ended June 30, 2026 and 2025, were due to amounts billed during the period, partially 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 nine months ended June 30, 2026, we recognized revenue of approximately $476 million that was included in the Contract liabilities balance at September 30, 2025. In the nine months ended June 30, 2025, we recognized revenue of
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
approximately $538 million that was included in the Contract liabilities balance at September 30, 2024. We did not have a material amount of revenue recognized in the nine months ended June 30, 2026 and 2025, from performance obligations satisfied or partially satisfied in previous periods.
3. Share-Based Compensation
We recognized $24 million and $69 million of pre-tax share-based compensation expense during the three and nine months ended June 30, 2026, respectively. We recognized $21 million and $65 million of pre-tax share-based compensation expense during the three and nine months ended June 30, 2025, respectively. Our annual grant of share-based compensation takes place during the first quarter of each year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2026 | | 2025 |
| Grants | | Wtd. Avg. Share Fair Value | | Grants | | Wtd. Avg. Share Fair Value |
| Stock options | 201 | | | $ | 117.15 | | | 190 | | | $ | 93.48 | |
| Performance shares | 51 | | | 591.67 | | | 58 | | | 387.72 | |
| Restricted stock units | 171 | | | 402.13 | | | 92 | | | 294.44 | |
| Unrestricted stock | 4 | | | 405.81 | | | 6 | | | 297.10 | |
4. Inventories
Inventories consist of (in millions):
| | | | | | | | | | | |
| June 30, 2026 | | September 30, 2025 |
| Finished goods | $ | 468 | | | $ | 502 | |
| Work in process | 357 | | | 331 | |
| Raw materials | 418 | | | 414 | |
| Inventories | $ | 1,243 | | | $ | 1,247 | |
5. Goodwill and Other Intangible Assets
Changes in the carrying amount of Goodwill for the nine months ended June 30, 2026, were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
| Balance as of September 30, 2025 | $ | 904 | | | $ | 2,440 | | | $ | 495 | | | $ | 3,839 | |
| | | | | | | |
| Translation | (11) | | | (9) | | | (5) | | | (25) | |
| Balance as of June 30, 2026 | $ | 893 | | | $ | 2,431 | | | $ | 490 | | | $ | 3,814 | |
| | | | | | | |
| Gross carrying value of goodwill | $ | 893 | | | $ | 2,431 | | | $ | 809 | | | $ | 4,133 | |
| Accumulated impairment losses | — | | | — | | | (319) | | | (319) | |
| Goodwill | $ | 893 | | | $ | 2,431 | | | $ | 490 | | | $ | 3,814 | |
We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment as of the beginning of the second quarter of fiscal 2026 and concluded that these assets are not impaired. For our annual evaluation, we performed quantitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services reporting units. We also assessed the changes in events and circumstances subsequent to our annual test and concluded that no triggering events, which would require interim quantitative testing, occurred.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Other intangible assets consist of (in millions): | | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| Carrying Amount | | Accumulated Amortization | | Net |
| Amortized intangible assets | | | | | |
| Software products | $ | 110 | | | $ | (90) | | | $ | 20 | |
| Customer relationships | 418 | | | (152) | | | 266 | |
| Technology | 643 | | | (314) | | | 329 | |
| Trademarks | 104 | | | (53) | | | 51 | |
| Other | 3 | | | (3) | | | — | |
| Total amortized intangible assets | 1,278 | | | (612) | | | 666 | |
Allen-Bradley® trademark not subject to amortization | 44 | | | — | | | 44 | |
| Other intangible assets | $ | 1,322 | | | $ | (612) | | | $ | 710 | |
| | | | | | | | | | | | | | | | | |
| September 30, 2025 |
| Carrying Amount | | 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 | |
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.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
6. Short-Term and Long-Term Debt
Our Short-term debt as of June 30, 2026, included commercial paper borrowings of $684 million, with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 25 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days.
In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in debt as of September 30, 2025, were the following interest-bearing loans from SLB to Sensia: $14 million in Short-term debt, and $42 million in Long-term debt. In December 2025, the credit line matured and was closed. The outstanding debt was settled with loans from the joint venture partners. Upon dissolution of the Sensia joint venture, interest-bearing loans from SLB to Sensia were assumed by SLB. Refer to Note 1 for additional details on the dissolution.
In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight financing 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 this credit facility during the quarter ended June 30, 2026, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under 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.
The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2026 | | September 30, 2025 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Current portion of long-term debt | | $ | 2 | | | $ | 2 | | | $ | 2 | | | $ | 2 | |
| Long-term debt | | 2,570 | | | 2,285 | | | 2,614 | | | 2,350 | |
We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 8 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.
7. Other Current Liabilities
Other current liabilities consist of (in millions): | | | | | | | | | | | |
| June 30, 2026 | | September 30, 2025 |
| Unrealized losses on foreign exchange contracts | $ | 18 | | | $ | 20 | |
| Product warranty obligations | 21 | | | 23 | |
| Taxes other than income taxes | 51 | | | 55 | |
| Legacy asbestos-related liabilities | 34 | | | 34 | |
| Accrued interest | 41 | | | 20 | |
| Dividends payable | 154 | | | — | |
| Income taxes payable | 122 | | | 163 | |
| Operating lease liabilities | 87 | | | 94 | |
| Other | 92 | | | 96 | |
| Other current liabilities | $ | 620 | | | $ | 505 | |
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
8. Investments
Our investments consist of (in millions):
| | | | | | | | | | | | | | |
| | June 30, 2026 | | September 30, 2025 |
| | | | |
| | | | |
| Equity securities (other) | | 104 | | | 105 | |
| Other | | 83 | | | 77 | |
| | | | |
| | | | |
Long-term investments (1) | | $ | 187 | | | $ | 182 | |
(1) Long-term investments are included in Other assets in the Consolidated Balance Sheet.
Equity Securities
Equity securities (other) consist of various securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities 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 in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at both June 30, 2026, and September 30, 2025, include cumulative upward adjustments from observed price changes of $23 million. The carrying values at June 30, 2026, and September 30, 2025, include cumulative downward adjustments from observed price changes and impairments of $17 million and $10 million, respectively.
We record gains and losses on investments within the Other income line in the Consolidated Statement of Operations. There were $7 million of unrealized losses on investments in both the three and nine months ended June 30, 2026. Total net unrealized losses on investments were $3 million in the nine months ended June 30, 2025.
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. |
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. We did not have any transfers between levels of fair value measurements during the periods presented.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
9. Retirement Benefits
The components of net periodic pension and postretirement benefit cost were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Pension Benefits |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Service cost | $ | 10 | | | $ | 10 | | | $ | 28 | | | $ | 31 | |
| Interest cost | 34 | | | 34 | | | 103 | | | 102 | |
| Expected return on plan assets | (42) | | | (42) | | | (127) | | | (125) | |
| | | | | | | |
| Amortization of net actuarial loss | 3 | | | 7 | | | 11 | | | 20 | |
| | | | | | | |
| Net periodic pension benefit cost | $ | 5 | | | $ | 9 | | | $ | 15 | | | $ | 28 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Other Postretirement Benefits |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Service cost | $ | — | | | $ | — | | | $ | 1 | | | $ | — | |
| Interest cost | — | | | 1 | | | 1 | | | 1 | |
| | | | | | | |
| Amortization of net actuarial loss | 1 | | | — | | | 2 | | | 2 | |
| Net periodic postretirement benefit cost | $ | 1 | | | $ | 1 | | | $ | 4 | | | $ | 3 | |
The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.
10. Other Income
The components of Other income were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Nine Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Interest income | | $ | 3 | | | $ | 4 | | | $ | 9 | | | $ | 10 | |
| Royalty income | | 4 | | | 3 | | | 11 | | | 9 | |
| Net legacy asbestos and environmental charges | | (1) | | | (4) | | | (3) | | | (13) | |
| Non-operating pension and postretirement benefit credit | | 4 | | | — | | | 10 | | | — | |
Fair value adjustments for earnout payments (1) | | — | | | — | | | — | | | (5) | |
| Change in fair value of investments | | (7) | | | — | | | (7) | | | (3) | |
| Gain on dissolution of Sensia | | 20 | | | — | | | 20 | | | — | |
| Other | | (1) | | | 2 | | | (1) | | | 10 | |
| Other income | | $ | 22 | | | $ | 5 | | | $ | 39 | | | $ | 8 | |
(1) Adjustment related to the Clearpath acquisition.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
11. Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized losses on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
| Balance as of March 31, 2026 | $ | (328) | | | $ | (278) | | | $ | (33) | | | | | $ | (639) | |
| Other comprehensive income (loss) before reclassifications | — | | | (39) | | | 5 | | | | | (34) | |
| Amounts reclassified from accumulated other comprehensive loss | 3 | | | — | | | 1 | | | | | 4 | |
| Other comprehensive income (loss) | 3 | | | (39) | | | 6 | | | | | (30) | |
| Balance as of June 30, 2026 | $ | (325) | | | $ | (317) | | | $ | (27) | | | | | $ | (669) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| Nine Months Ended June 30, 2026 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized losses on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
| Balance as of September 30, 2025 | $ | (335) | | | $ | (281) | | | $ | (41) | | | | | $ | (657) | |
| Other comprehensive income (loss) before reclassifications | — | | | (36) | | | 10 | | | | | (26) | |
| Amounts reclassified from accumulated other comprehensive loss | 10 | | | — | | | 4 | | | | | 14 | |
| Other comprehensive income (loss) | 10 | | | (36) | | | 14 | | | | | (12) | |
| Balance as of June 30, 2026 | $ | (325) | | | $ | (317) | | | $ | (27) | | | | | $ | (669) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| Three Months Ended June 30, 2025 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized losses on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
| Balance as of March 31, 2025 | $ | (420) | | | $ | (382) | | | $ | (31) | | | | | $ | (833) | |
| Other comprehensive income (loss) before reclassifications | — | | | 105 | | | (16) | | | | | 89 | |
| Amounts reclassified from accumulated other comprehensive loss | 6 | | | — | | | 1 | | | | | 7 | |
| Other comprehensive income (loss) | 6 | | | 105 | | | (15) | | | | | 96 | |
| Balance as of June 30, 2025 | $ | (414) | | | $ | (277) | | | $ | (46) | | | | | $ | (737) | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended June 30, 2025 | Pension and other postretirement benefit plan adjustments, net of tax | | Accumulated currency translation adjustments, net of tax | | Net unrealized losses on cash flow hedges, net of tax | | | | Total accumulated other comprehensive loss, net of tax |
| Balance as of September 30, 2024 | $ | (431) | | | $ | (296) | | | $ | (45) | | | | | $ | (772) | |
| Other comprehensive income before reclassifications | — | | | 19 | | | 3 | | | | | 22 | |
| Amounts reclassified from accumulated other comprehensive loss | 17 | | | — | | | (4) | | | | | 13 | |
| Other comprehensive income (loss) | 17 | | | 19 | | | (1) | | | | | 35 | |
| Balance as of June 30, 2025 | $ | (414) | | | $ | (277) | | | $ | (46) | | | | | $ | (737) | |
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The reclassifications out of Accumulated other comprehensive loss in the Consolidated Statement of Operations were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, | | Affected Line in the Consolidated Statement of Operations |
| 2026 | | 2025 | | 2026 | | 2025 | |
Pension and other postretirement benefit plan adjustments (1) | | | | | | | | | |
| | | | | | | | | |
| Amortization of net actuarial loss | $ | 4 | | | $ | 7 | | | $ | 13 | | | $ | 22 | | | Other income |
| | | | | | | | | |
| 4 | | | 7 | | | 13 | | | 22 | | | Income before income taxes |
| (1) | | | (1) | | | (3) | | | (5) | | | Income tax provision |
| $ | 3 | | | $ | 6 | | | $ | 10 | | | $ | 17 | | | Net income attributable to Rockwell Automation, Inc. |
| | | | | | | | | |
| Net unrealized losses (gains) on cash flow hedges | | | | | | | | | |
| Forward exchange contracts | $ | (1) | | | $ | — | | | $ | (1) | | | $ | 2 | | | Sales |
| Forward exchange contracts | 1 | | | — | | | 4 | | | (11) | | | Cost of sales |
| | | | | | | | | |
| Treasury locks related to 2019 and 2021 debt issuances | 2 | | | 1 | | | 3 | | | 3 | | | Interest expense |
| 2 | | | 1 | | | 6 | | | (6) | | | Income before income taxes |
| (1) | | | — | | | (2) | | | 2 | | | Income tax provision |
| $ | 1 | | | $ | 1 | | | $ | 4 | | | $ | (4) | | | Net income attributable to Rockwell Automation, Inc. |
| | | | | | | | | |
| | | | | | | | | |
| Total reclassifications | $ | 4 | | | $ | 7 | | | $ | 14 | | | $ | 13 | | | Net income attributable to Rockwell Automation, Inc. |
(1) These components are included in the computation of net periodic pension and postretirement benefit cost. See Note 9 for further information.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
12. Commitments and Contingencies
Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, and contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims, or proceedings may be disposed of unfavorably to us, we believe the disposition of matters that are pending or have been asserted will not have a material effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, intellectual property and contingencies related to tariffs.
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. Currently there are lawsuits that name us as defendants, together with hundreds of other companies. But in all cases, for those claimants who do show that they worked with our products or products of divested businesses for which we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing medical condition caused by our products. We defend those cases vigorously. However, certain of our agreements relating to divested businesses do not provide us the ability to directly control management of those asbestos claims, and our ongoing reimbursement of outside counsel and other expenses relating to defense of such claims represent the vast majority of our annual asbestos net litigation spend. Historically, we have been dismissed from the vast majority of asbestos claims with no payment to claimants.
Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations.
We have, from time to time, divested certain of our 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 to satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.
In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale and at times in other contracts with third parties. As of June 30, 2026, we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.
As a result of a U.S. Supreme Court ruling issued in February 2026, the Company is entitled to a refund of tariffs previously paid under the International Emergency Economic Powers Act (IEEPA) on imported products. As of June 30, 2026, the Company has not recognized an asset related to any refunds. The Company will continue to monitor developments and will recognize a refund when realizable in accordance with ASC 450, Contingencies.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
13. Restructuring Charges
In 2024, we recorded restructuring charges of $97 million ($73 million, net of tax or $0.64 per diluted share) related to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. The charges included $92 million for severance benefits and $5 million for strategic advisory services related to the targeted severance actions. During 2025, we reversed $5 million of accruals primarily due to attrition without payment of severance.
We expect the total cash expenditures associated with these restructuring actions to be $92 million. We paid $4 million and $21 million during the three and nine months ended June 30, 2026, respectively. We paid $10 million and $36 million during the three and nine months ended June 30, 2025, respectively. Accruals remaining under these restructuring actions were $6 million and $27 million at June 30, 2026, and September 30, 2025, respectively.
14. Income Taxes
At the end of each interim period, we estimate a base effective tax rate that we expect for the full year based on our most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. We use this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant unusual items and items that are reported net of their related tax effects in the period in which they occur.
The effective tax rates were 13.2 percent and 15.3 percent for the three and nine months ended June 30, 2026, respectively, compared to 14.3 percent and 15.8 percent for the three and nine months ended June 30, 2025, respectively. The decrease in the effective tax rate for the three and nine months ended June 30, 2026, was primarily due to higher discrete tax benefits, including a tax benefit related to the dissolution of the Sensia joint venture, in both the first and third quarters, partially offset by the application of Base Erosion and Profit Shifting (BEPS) Pillar Two minimum tax rules in Singapore. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three and nine months ended June 30, 2026, primarily due to higher discrete tax benefits, including a tax benefit related to the dissolution of the Sensia joint venture, in both the first and third quarters, and excess income tax benefits on share-based compensation. The effective tax rate was lower than the U.S. statutory rate of 21 percent in the three and nine months ended June 30, 2025, primarily due to the geographical mix of pre-tax income and discrete tax benefits.
Unrecognized Tax Benefits
The amount of gross unrecognized tax benefits was $21 million at June 30, 2026, and $29 million at September 30, 2025, respectively, of which the entire amount would reduce our effective tax rate if recognized.
Accrued interest and penalties related to unrecognized tax benefits were $2 million at both June 30, 2026 and September 30, 2025. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision.
We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $14 million in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations. If all of the unrecognized tax benefits were recognized, the net reduction to our income tax provision, including the recognition of interest and penalties and offsetting tax assets, could be up to $14 million.
We conduct business globally and are routinely audited by the various tax jurisdictions in which we operate. We are no longer subject to U.S. federal income tax examinations for years before 2018, state and local income tax examinations for years before 2015, and foreign income tax examinations for years before 2008.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
15. Business Segment Information
Sales and operating results of our reportable segments were (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2026 |
| | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
| Sales | | $ | 1,080 | | | $ | 751 | | | $ | 482 | | | $ | 2,313 | |
| Less: | | | | | | | | |
| Segment cost of sales | | (590) | | | (230) | | | (317) | | | |
| Segment selling, general and administrative expenses | | (206) | | | (163) | | | (81) | | | |
| Segment engineering and development expenses | | (69) | | | (97) | | | (7) | | | |
Other segment items (1) | | 1 | | | — | | | (4) | | | |
| Segment operating earnings | | $ | 216 | | | $ | 261 | | | $ | 73 | | | $ | 550 | |
Amortization of acquisition-related intangible assets (2) | | | | | | | | (30) | |
| Corporate and other | | | | | | | | (34) | |
| Non-operating pension and postretirement benefit credit | | | | | | | | 4 | |
| Net legacy asbestos and environmental charges | | | | | | | | (1) | |
| Change in fair value of investments | | | | | | | | (7) | |
| Gain on dissolution of Sensia, net of transaction costs | | | | | | | | 18 | |
| Interest expense, net | | | | | | | | (30) | |
| Income before income taxes | | | | | | | | $ | 470 | |
(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2025 |
| | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
| Sales | | $ | 968 | | | $ | 629 | | | $ | 547 | | | $ | 2,144 | |
| Less: | | | | | | | | |
| Segment cost of sales | | (518) | | | (183) | | | (362) | | | |
| Segment selling, general and administrative expenses | | (200) | | | (158) | | | (95) | | | |
| Segment engineering and development expenses | | (67) | | | (90) | | | (13) | | | |
Other segment items (1) | | (1) | | | 1 | | | (4) | | | |
| Segment operating earnings | | $ | 182 | | | $ | 199 | | | $ | 73 | | | 454 | |
Amortization of acquisition-related intangible assets (2) | | | | | | | | (35) | |
| Corporate and other | | | | | | | | (36) | |
| Non-operating pension and postretirement benefit credit | | | | | | | | — | |
Net legacy asbestos and environmental charges (3) | | | | | | | | (4) | |
| Change in fair value of investments | | | | | | | | — | |
| Gain on dissolution of Sensia, net of transaction costs | | | | | | | | — | |
| Interest expense, net | | | | | | | | (37) | |
| Income before income taxes | | | | | | | | $ | 342 | |
(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Three months ended June 30, 2025 has been recast to conform with current year presentation.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended June 30, 2026 |
| | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
| Sales | | $ | 3,041 | | | $ | 2,064 | | | $ | 1,552 | | | $ | 6,657 | |
| Less: | | | | | | | | |
| Segment cost of sales | | (1,655) | | | (613) | | | (1,022) | | | |
| Segment selling, general and administrative expenses | | (596) | | | (469) | | | (263) | | | |
| Segment engineering and development expenses | | (198) | | | (290) | | | (37) | | | |
Other segment items (1) | | — | | | 4 | | | (3) | | | |
| Segment operating earnings | | $ | 592 | | | $ | 696 | | | $ | 227 | | | 1,515 | |
Amortization of acquisition-related intangible assets (2) | | | | | | | | (91) | |
| Corporate and other | | | | | | | | (90) | |
| Non-operating pension and postretirement benefit credit | | | | | | | | 10 | |
| Net legacy asbestos and environmental charges | | | | | | | | (3) | |
| Change in fair value of investments | | | | | | | | (7) | |
| Gain on dissolution of Sensia, net of transaction costs | | | | | | | | 10 | |
| Interest expense, net | | | | | | | | (92) | |
| Income before income taxes | | | | | | | | $ | 1,252 | |
(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.
(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended June 30, 2025 |
| | Intelligent Devices | | Software & Control | | Lifecycle Services | | Total |
| Sales | | $ | 2,670 | | | $ | 1,726 | | | $ | 1,630 | | | $ | 6,026 | |
| Less: | | | | | | | | |
| Segment cost of sales | | (1,439) | | | (503) | | | (1,082) | | | |
| Segment selling, general and administrative expenses | | (571) | | | (456) | | | (290) | | | |
| Segment engineering and development expenses | | (193) | | | (261) | | | (36) | | | |
Other segment items (1) | | (6) | | | (3) | | | (3) | | | |
| Segment operating earnings | | $ | 461 | | | $ | 503 | | | $ | 219 | | | 1,183 | |
Amortization of acquisition-related intangible assets (2) | | | | | | | | (106) | |
| Corporate and other | | | | | | | | (98) | |
| Non-operating pension and postretirement benefit credit | | | | | | | | — | |
Net legacy asbestos and environmental charges (3) | | | | | | | | (13) | |
| Change in fair value of investments | | | | | | | | (3) | |
| Gain on dissolution of Sensia, net of transaction costs | | | | | | | | — | |
| Interest expense, net | | | | | | | | (109) | |
| Income before income taxes | | | | | | | | $ | 854 | |
(1) Other segment items are primarily comprised of foreign currency adjustments for each segment.(2) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Nine months ended June 30, 2025 has been recast to conform with current year presentation.
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ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Among other considerations, we evaluate segment performance and allocate resources based upon segment operating earnings before amortization of acquisition-related intangible assets, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, gain on dissolution of Sensia, net of transaction costs, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our chief operating decision maker (CODM), our Chief Executive Officer, uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions. The Company does not report total assets or capital expenditures by segment for internal reporting purposes as our CODM does not assess performance, make strategic decisions, or allocate resources based on assets.
Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance.
We conduct a significant portion of our business activities outside the United States. We attribute sales to the geographic regions based on the country of destination. Sales in North America include $1,377 million and $3,918 million related to the U.S. for the three and nine months ended June 30, 2026, respectively, and $1,190 million and $2,242 million for the three and nine months ended June 30, 2025, respectively. Refer to Note 2 for disaggregation of revenue by segment and region.
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. Sales to our two largest distributors, which are attributable to all three segments, were approximately 20 percent of our total sales for the three and nine months ended June 30, 2026 and 2025.
The following table summarizes the provision for depreciation and amortization for each of the reportable segments and Corporate (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Nine Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Depreciation and amortization | | | | | | | | |
| Intelligent Devices | | $ | 21 | | | $ | 14 | | | $ | 58 | | | $ | 46 | |
| Software & Control | | 17 | | | 19 | | | 56 | | | 52 | |
| Lifecycle Services | | 9 | | | 11 | | | 28 | | | 32 | |
| Corporate | | 2 | | | 2 | | | 4 | | | 4 | |
| Total | | 49 | | | 46 | | | 146 | | | 134 | |
Amortization of acquisition-related intangible assets (1) | | 30 | | | 35 | | | 91 | | | 106 | |
| Total | | $ | 79 | | | $ | 81 | | | $ | 237 | | | $ | 240 | |
(1) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets.
Depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of
Rockwell Automation, Inc.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries (the "Company") as of June 30, 2026, the related consolidated statements of operations, comprehensive income, and shareowners’ equity for the three-month and nine-month periods ended June 30, 2026, and 2025, and of cash flows for the nine-month periods ended June 30, 2026, and 2025, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 12, 2025, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding a change in accounting principle. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
August 4, 2026
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q 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;
•our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;
•the availability, effectiveness, and security of our information technology systems;
•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, of our Annual Report on Form 10-K for the year ended September 30, 2025, and Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q for more information.
Non-GAAP Measures
The following discussion includes organic sales, Enterprise operating profit, Enterprise operating 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 and pre-tax margin to Enterprise operating profit and Enterprise operating 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 artificial intelligence, 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;
•add 1% average annual growth from annual recurring revenue;
•add 1% average annual growth from acquisitions; and
•deliver profitable growth within a disciplined financial framework.
U.S. Economic Trends
In the third quarter of 2026, 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 trends in these indicators since the quarter ended September 2024. These figures are as of August 4, 2026, and are subject to revision by the issuing organizations. Through June, the IP index increased versus the second quarter of fiscal 2026. Manufacturing PMI results also increased during the third quarter of fiscal 2026, reaching their highest level in four years.
| | | | | | | | | | | | | | | |
| Manufacturing IP Index | | PMI | | | | |
| Fiscal 2026 quarter ended: | | | | | | | |
| June 2026 | 97.9 | | | 53.3 | | | | |
| March 2026 | 97.1 | | | 52.7 | | | | |
| December 2025 | 96.2 | | | 47.9 | | | | |
| Fiscal 2025 quarter ended: | | | | | | | |
| September 2025 | 97.3 | | 48.9 | | | | |
| June 2025 | 96.9 | | 49.0 | | | | |
| March 2025 | 96.8 | | 48.9 | | | | |
| December 2024 | 95.5 | | 49.2 | | | | |
| Fiscal 2024 quarter ended: | | | | | | | |
| September 2024 | 95.6 | | 47.5 | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
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. PPI growth increased to 5.5% as of June 2026, indicating an acceleration in producer price inflation.
Non-U.S. Economic Trends
In the third quarter of 2026, 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 output outside the U.S. was mostly positive in the third quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were positive as well, with many countries across all regions reporting above 50 in June.
Outlook
We expect continued inflationary pressures to affect certain cost categories, driven by strong market demand for data centers and continued volatility related to geopolitical tensions in the Middle East. These factors are expected to primarily impact memory‑related electronic components, commodities, energy, and freight costs. Our objective is to mitigate these cost pressures over the remainder of the year through price and supply chain actions.
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. We are still expecting that pricing actions will recover all tariff costs this year.
As a result of a U.S. Supreme Court ruling issued in February 2026, the Company is entitled to refunds of tariffs previously paid under the IEEPA on imported products. In July 2026, the Company took steps to preserve refund eligibility and submitted claims to U.S. Customs and Border Protection (CBP) through the applicable refund process for a large portion of the IEEPA tariffs paid that the Company believes are eligible for refund. As of June 30, 2026, the Company has not recognized an asset related to any refunds. The Company will continue to monitor developments associated with the refund program, including the processing and adjudication of its claims by CBP, and will recognize any refund when realization is determined to be appropriate under ASC 450, Contingencies. If tariff amounts are refunded, the Company expects to implement a refund process for qualified customers.
In the first quarter of 2026, we announced plans to build a new greenfield manufacturing site in Southeastern Wisconsin, and in the second quarter we confirmed New Berlin, Wisconsin as the specific site location. The facility is expected to be the Company’s largest manufacturing campus globally, with a significant footprint and the flexibility to scale operations. Additionally, in January we completed the purchase of our Mequon, Wisconsin facility, which we had previously leased and continue to use for engineering and development and manufacturing. These projects are aligned with the previously announced $2 billion investment in plants, digital infrastructure, and talent to grow share, build resilience, and expand margins over the next five years.
Summary of Results of Operations
The following table reflects our sales and operating results (in millions, except per share amounts and percentages):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Sales | | | | | | | |
| Intelligent Devices (a) | $ | 1,080 | | | $ | 968 | | | $ | 3,041 | | | $ | 2,670 | |
| Software & Control (b) | 751 | | | 629 | | | 2,064 | | | 1,726 | |
| Lifecycle Services (c) | 482 | | | 547 | | | 1,552 | | | 1,630 | |
| Total sales (d) | $ | 2,313 | | | $ | 2,144 | | | $ | 6,657 | | | $ | 6,026 | |
Segment operating earnings (1) | | | | | | | |
| Intelligent Devices (e) | $ | 216 | | | $ | 182 | | | $ | 592 | | | $ | 461 | |
| Software & Control (f) | 261 | | | 199 | | | 696 | | | 503 | |
| Lifecycle Services (g) | 73 | | | 73 | | | 227 | | | 219 | |
Corporate and other (2) | (34) | | | (36) | | | (90) | | | (98) | |
Enterprise operating profit (3) (h) | 516 | | | 418 | | | 1,425 | | | 1,085 | |
Amortization of acquisition-related intangible assets (4) | (30) | | | (35) | | | (91) | | | (106) | |
| | | | | | | |
| Non-operating pension and postretirement benefit credit | 4 | | | — | | | 10 | | | — | |
Net legacy asbestos and environmental charges (2) | (1) | | | (4) | | | (3) | | | (13) | |
| Change in fair value of investments | (7) | | | — | | | (7) | | | (3) | |
| Gain on dissolution of Sensia, net of transaction costs | 18 | | | — | | | 10 | | | — | |
| Interest expense, net | (30) | | | (37) | | | (92) | | | (109) | |
| Income before income taxes (i) | 470 | | | 342 | | | 1,252 | | | 854 | |
| Income tax provision | (62) | | | (49) | | | (191) | | | (135) | |
| Net income | 408 | | | 293 | | | 1,061 | | | 719 | |
| Net loss attributable to noncontrolling interests | — | | | (2) | | | (2) | | | (12) | |
| Net income attributable to Rockwell Automation | $ | 408 | | | $ | 295 | | | $ | 1,063 | | | $ | 731 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Diluted EPS | $ | 3.65 | | | $ | 2.60 | | | $ | 9.44 | | | $ | 6.43 | |
| | | | | | | |
Adjusted EPS (5) | $ | 3.49 | | | $ | 2.85 | | | $ | 9.55 | | | $ | 7.20 | |
| | | | | | | |
| Diluted weighted average outstanding shares | 111.6 | | | 113.0 | | | 112.3 | | | 113.2 | |
| | | | | | | |
| Pre-tax margin (i/d) | 20.3 | % | | 16.0 | % | | 18.8 | % | | 14.2 | % |
| | | | | | | |
| Intelligent Devices segment operating margin (e/a) | 20.0 | % | | 18.8 | % | | 19.5 | % | | 17.3 | % |
| Software & Control segment operating margin (f/b) | 34.8 | % | | 31.6 | % | | 33.7 | % | | 29.1 | % |
| Lifecycle Services segment operating margin (g/c) | 15.1 | % | | 13.3 | % | | 14.6 | % | | 13.4 | % |
Enterprise operating margin (3) (h/d) | 22.3 | % | | 19.5 | % | | 21.4 | % | | 18.0 | % |
(1) See Note 15 in the Consolidated Financial Statements for the definition of segment operating earnings. (2) Legacy asbestos and environmental charges were previously included in Corporate and other. Three and nine months ended June 30, 2025 have been recast to conform to current year presentation.
(3) Enterprise operating profit and Enterprise operating margin are non-GAAP financial measures. We exclude from income before income taxes and pre-tax margin amortization of acquisition-related intangible assets, impairment, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, gain on dissolution of Sensia, net of transaction costs, and interest expense, net because we do not consider these items to be directly related to the operating performance of our enterprise. We believe Enterprise operating profit and Enterprise operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating enterprise. Our measures of Enterprise operating profit and Enterprise operating margin may be different from measures used by other companies.
(4) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets. See the Supplemental Segment Information section for our presentation and reconciliation by segment.
(5) 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.
Three and Nine Months Ended June 30, 2026, Compared to Three and Nine Months Ended June 30, 2025
Sales
On April 1, the Company completed the dissolution of the Sensia joint venture, which included divestiture of certain businesses to the joint venture partner. Prior period reported sales have been adjusted to calculate organic sales. Sales increased 8 percent and 10 percent year over year in the three and nine months ended June 30, 2026, respectively. Organic sales increased 10 percent and 9 percent year over year in the three and nine months ended June 30, 2026, respectively. Divestitures decreased sales by 3 percent and 1 percent in the three and nine months ended June 30, 2026, respectively. Currency translation increased sales by 1 percent and 2 percent in the three and nine months ended June 30, 2026, respectively. Pricing contributed 1 percentage points and 3 percentage points to organic growth year over year in the three and nine months ended June 30, 2026, respectively.
The tables below present our sales, attributed to the geographic regions based upon country of destination, and the percentage change from the same period a year ago (in millions, except percentages):
| | | | | | | | | | | | | | | | | |
| | | Change vs. | | Change in Organic Sales (1) vs. |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Three Months Ended June 30, 2025 |
| North America | $ | 1,482 | | | 9 | % | | 12 | % |
| Europe, Middle East, and Africa | 404 | | | 3 | % | | 7 | % |
| Asia Pacific | 288 | | | 8 | % | | 8 | % |
| Latin America | 139 | | | 5 | % | | (3) | % |
| Total Company Sales | $ | 2,313 | | | 8 | % | | 10 | % |
| | | | | | | | | | | | | | | | | |
| | | Change vs. | | Change in Organic Sales (1) vs. |
| Nine Months Ended June 30, 2026 | | Nine Months Ended June 30, 2025 | | Nine Months Ended June 30, 2025 |
| North America | $ | 4,233 | | | 12 | % | | 12 | % |
| Europe, Middle East and Africa | 1,206 | | | 11 | % | | 7 | % |
| Asia Pacific | 800 | | | 8 | % | | 7 | % |
| Latin America | 418 | | | 2 | % | | (6) | % |
| Total Company Sales | $ | 6,657 | | | 10 | % | | 9 | % |
(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 $34 million and $90 million in the three and nine months ended June 30, 2026, respectively, compared to $36 million and $98 million in the three and nine months ended June 30, 2025, respectively.
Income before Income Taxes
Income before income taxes increased to $470 million and $1,252 million in the three and nine months ended June 30, 2026, respectively, from $342 million and $854 million in the three and nine months ended June 30, 2025, respectively.
Pre-tax margin was 20.3 percent and 18.8 percent in the three and nine months ended June 30, 2026, respectively, compared to 16.0 percent and 14.2 percent in the three and nine months ended June 30, 2025, respectively. Enterprise operating margin was 22.3 percent and 21.4 percent in the three and nine months ended June 30, 2026, respectively, compared to 19.5 percent and 18.0 percent in the three and nine months ended June 30, 2025, respectively. For the three months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and the margin benefit of the Sensia joint venture dissolution, partially offset by negative impacts of input costs exceeding price realization. For the nine months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and productivity, partially offset by higher compensation.
Income Taxes
The effective tax rates for the three and nine months ended June 30, 2026, were 13.2 percent and 15.3 percent, respectively, compared to 14.3 percent and 15.8 percent for the three and nine months ended June 30, 2025, respectively. The decrease in the effective tax rate was primarily due to the favorable discrete tax items related to the dissolution of the Sensia joint venture, partially offset by the impact of BEPS Pillar Two minimum tax rules. Our Adjusted Effective Tax Rate for both the three and nine months ended June 30, 2026, was 19.2 percent, compared to 15.3 percent and 16.7 percent for the three and nine months ended June 30, 2025, respectively. The increase in the Adjusted Effective Tax Rate was primarily due to the application of BEPS Pillar Two minimum tax rules in Singapore.
Diluted EPS and Adjusted EPS
Fiscal 2026 third quarter Net income attributable to Rockwell Automation was $408 million or $3.65 per share, compared to $295 million or $2.60 per share in the third quarter of 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $3.49 in the third quarter 2026, up 22 percent compared to $2.85 in the third quarter of 2025, primarily due to higher Enterprise operating margin.
Net income attributable to Rockwell Automation was $1,063 million or $9.44 per share in the nine months ended June 30, 2026, compared to $731 million or $6.43 per share in the nine months ended June 30, 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin. Adjusted EPS was $9.55 in the nine months ended June 30, 2026, up 33 percent compared to $7.20 in the nine months ended June 30, 2025, primarily due to higher Enterprise operating margin.
Intelligent Devices
Sales
Intelligent Devices sales increased 12 percent and 14 percent year over year in the three and nine months ended June 30, 2026, respectively. Organic sales increased 10 percent and 12 percent year over year in the three and nine months ended June 30, 2026, respectively. The effects of currency translation increased sales by 2 percent year over year in both the three and nine months ended June 30, 2026, respectively. For the three months ended June 30, 2026, reported and organic sales increased in all regions except for Latin America. For the nine months ended June 30, 2026, reported sales increased in all regions, while organic sales increased in all regions except for Latin America.
Segment Operating Margin
Intelligent Devices segment operating earnings increased 19 percent year over year in the three months ended June 30, 2026. Segment operating margin increased to 20.0 percent in the three months ended June 30, 2026, from 18.8 percent in the same period a year ago, primarily due to higher sales volume, favorable currency, and favorable mix, partially offset by negative impacts of input costs exceeding price realization.
Intelligent Devices segment operating earnings increased 28 percent year over year in the nine months ended June 30, 2026. Segment operating margin increased to 19.5 percent in the nine months ended June 30, 2026, from 17.3 percent in the same period a year ago, primarily due to higher sales volume and productivity, partially offset by higher compensation and negative impacts of input costs exceeding price realization.
Software & Control
Sales
Software & Control sales increased 19 percent and 20 percent year over year in the three and nine months ended June 30, 2026, respectively. Organic sales increased 18 percent and 17 percent year over year in the three and nine months ended June 30, 2026, respectively. The effects of currency translation increased sales by 1 percent and 3 percent year over year in the three and nine months ended June 30, 2026, respectively. For the three and nine months ended June 30, 2026, reported and organic sales increased in all regions.
Segment Operating Margin
Software & Control segment operating earnings increased 31 percent year over year in the three months ended June 30, 2026. Segment operating margin increased to 34.8 percent in the three months ended June 30, 2026, from 31.6 percent in the same period a year ago, primarily due to higher sales volume, partially offset by negative impact of input costs exceeding price realization.
Software & Control segment operating earnings increased 38 percent year over year in the nine months ended June 30, 2026. Segment operating margin increased to 33.7 percent in the nine months ended June 30, 2026, from 29.1 percent in the same period a year ago, primarily due to higher sales volume, partially offset by higher compensation, negative impact of input costs exceeding price realization, and unfavorable mix.
Lifecycle Services
Sales
Lifecycle Services sales decreased 12 percent and 5 percent year over year in the three and nine months ended June 30, 2026, respectively. Organic sales decreased 2 percent and 3 percent year over year in the three and nine months ended June 30, 2026, respectively. The effects of divestitures decreases sales by 11 percent and 4 percent year over year in the three and nine months ended June 30, 2026, respectively. The effects of currency translation increased sales by 1 percent and 2 percent year over year in the three and nine months ended June 30, 2026, respectively. For the three months ended June 30, 2026, reported and organic sales increased in Latin America and Asia Pacific, while decreasing in Europe, Middle East, and Africa and North America. For the nine months ended June 30, 2026, reported and organic sales decreased in all regions.
Segment Operating Margin
Lifecycle Services segment operating earnings were flat year over year in the three months ended June 30, 2026. Segment operating margin increased to 15.1 percent in the three months ended June 30, 2026, from 13.3 percent in the same period a year ago, primarily due to strong project execution and the margin benefit from the Sensia joint venture dissolution, partially offset by lower sales volume.
Lifecycle Services segment operating earnings increased 4 percent year over year in the nine months ended June 30, 2026. Segment operating margin increased to 14.6 percent in the nine months ended June 30, 2026, from 13.4 percent in the same period a year ago, primarily due to strong project execution, partially offset by lower sales volume.
Supplemental Segment Information
Amortization of acquisition-related intangible assets and non-operating pension and postretirement benefit credit 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):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Amortization of acquisition-related intangible assets (1) | | | | | | | |
| Intelligent Devices | $ | 10 | | | $ | 9 | | | $ | 31 | | | $ | 28 | |
| Software & Control | 17 | | | 16 | | | 50 | | | 49 | |
| Lifecycle Services | 3 | | | 9 | | | 10 | | | 28 | |
| Non-operating pension and postretirement benefit credit | | | | | | | |
| Intelligent Devices | $ | (2) | | | $ | — | | | $ | (4) | | | $ | — | |
| Software & Control | (2) | | | — | | | (4) | | | — | |
| Lifecycle Services | (4) | | | — | | | (6) | | | (1) | |
(1) Amortization of acquisition-related intangible assets does not include amortization for intangibles internally developed, which is included in segment operating earnings. For the three and nine months ended June 30, 2026, the amortization expense for internally developed intangible amortization was $2 million and $8 million, respectively. For the three and nine months ended June 30, 2025, the amortization expense for internally developed intangible amortization was $3 million and $8 million, respectively.
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 credit, amortization of acquisition-related intangible assets, net legacy asbestos and environmental charges, gain on dissolution of Sensia, net of transaction costs, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects and discrete tax items. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.
The Company adjusts its non-GAAP results to exclude Amortization of acquisition-related intangible assets as such amounts are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of Amortization of acquisition-related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance between periods and as compared to industry peers. Although the Company excludes Amortization of acquisition-related intangible assets from its non-GAAP expenses, management believes that it is important for investors to understand that such intangible assets were recorded as part of an acquisition and contribute to revenue generation.
In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude the gain on the dissolution of the Sensia joint venture, net of transaction costs, tax, and tax items. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.
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.
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):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Nine Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income attributable to Rockwell Automation | $ | 408 | | | $ | 295 | | | $ | 1,063 | | | $ | 731 | |
| Non-operating pension and postretirement benefit credit | (4) | | | — | | | (10) | | | — | |
| Tax effect of non-operating pension and postretirement credit | 1 | | | (1) | | | 2 | | | (1) | |
| Amortization of acquisition-related intangible assets attributable to Rockwell Automation | 30 | | | 33 | | | 90 | | | 98 | |
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | (8) | | | (7) | | | (22) | | | (22) | |
| Net legacy asbestos and environmental charges | 1 | | | 4 | | | 3 | | | 13 | |
| Tax effect of net legacy asbestos and environmental charges | (1) | | | (1) | | | (1) | | | (3) | |
| Change in fair value of investments | 7 | | | — | | | 7 | | | 3 | |
| Tax effect of change in fair value of investments | (2) | | | — | | | (2) | | | (1) | |
| Gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation | (18) | | | — | | | (11) | | | — | |
| Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation | (23) | | | — | | | (44) | | | — | |
| Adjusted Income | $ | 391 | | | $ | 323 | | | $ | 1,075 | | | $ | 818 | |
| | | | | | | |
| Diluted EPS | $ | 3.65 | | | $ | 2.60 | | | $ | 9.44 | | | $ | 6.43 | |
| Non-operating pension and postretirement credit | (0.04) | | | — | | | (0.09) | | | — | |
| Tax effect of non-operating pension and postretirement credit | 0.01 | | | (0.01) | | | 0.02 | | | (0.01) | |
| Amortization of acquisition-related intangible assets attributable to Rockwell Automation | 0.27 | | | 0.29 | | | 0.80 | | | 0.86 | |
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | (0.07) | | | (0.06) | | | (0.20) | | | (0.19) | |
| Net legacy asbestos and environmental charges | 0.01 | | | 0.04 | | | 0.03 | | | 0.12 | |
| Tax effect of net legacy asbestos and environmental charges | (0.01) | | | (0.01) | | | (0.01) | | | (0.03) | |
| Change in fair value of investments | 0.06 | | | — | | | 0.06 | | | 0.03 | |
| Tax effect of change in fair value of investments | (0.02) | | | — | | | (0.02) | | | (0.01) | |
| Gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation | (0.17) | | | — | | | (0.09) | | | — | |
| Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation | (0.20) | | | — | | | (0.39) | | | — | |
| Adjusted EPS | $ | 3.49 | | | $ | 2.85 | | | $ | 9.55 | | | $ | 7.20 | |
| | | | | | | |
| Effective tax rate | 13.2 | % | | 14.3 | % | | 15.3 | % | | 15.8 | % |
| Tax effect of non-operating pension and postretirement credit | (0.1) | % | | 0.3 | % | | (0.1) | % | | 0.1 | % |
| Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation | 0.9 | % | | 0.6 | % | | 0.7 | % | | 0.6 | % |
| Tax effect of net legacy asbestos and environmental charges | 0.2 | % | | 0.1 | % | | — | % | | 0.1 | % |
| Tax effect of change in fair value of investments | 0.2 | % | | — | % | | 0.1 | % | | 0.1 | % |
| Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation | 4.8 | % | | — | % | | 3.2 | % | | — | % |
| Adjusted Effective Tax Rate | 19.2 | % | | 15.3 | % | | 19.2 | % | | 16.7 | % |
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):
| | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2026 | | 2025 |
| Cash provided by (used for) | | | |
| Operating activities | $ | 1,278 | | | $ | 1,090 | |
| Investing activities | (205) | | | (165) | |
| Financing activities | (1,062) | | | (904) | |
| Effect of exchange rate changes on cash | — | | | 3 | |
| Increase in cash and cash equivalents | $ | 11 | | | $ | 24 | |
The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):
| | | | | | | | | | | |
| Nine Months Ended June 30, |
| 2026 | | 2025 |
| Cash provided by operating activities | $ | 1,278 | | | $ | 1,090 | |
| Capital expenditures | (179) | | | (137) | |
| Free cash flow | $ | 1,099 | | | $ | 953 | |
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. 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 $1,278 million for the nine months ended June 30, 2026, compared to $1,090 million for the nine months ended June 30, 2025. Free cash flow was $1,099 million for the nine months ended June 30, 2026, compared to $953 million for the nine months ended June 30, 2025. The year over year increases in cash provided by operating activities and free cash flow were primarily due to higher pre-tax income, partially offset by the payout of incentive compensation in fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, as well as increases in working capital.
Our Short-term debt as of June 30, 2026, included commercial paper borrowings of $684 million with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 25 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days.
In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in debt as of September 30, 2025, were the following interest-bearing loans from SLB to Sensia: $14 million in Short-term debt, and $42 million in Long-term debt. In December 2025, the credit line matured and was closed. The outstanding debt was settled with loans from the joint venture partners. Upon dissolution of the Sensia joint venture, interest-bearing loans from SLB to Sensia were assumed by SLB. Refer to Note 1 for additional details on the dissolution.
We repurchased approximately 2.0 million shares of our common stock under our share repurchase program in the first nine months of fiscal 2026. The total cost of these shares was $754 million, of which $2 million was recorded in Accounts payable at June 30, 2026, related to shares that did not settle until July 2026. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 1.3 million shares of our common stock under our share repurchase program in the first nine months of fiscal 2025. The total cost of these shares was $350 million, of which $1 million was recorded in Accounts payable at June 30, 2025, related to shares that did not settle until July 2025. Our decision to repurchase shares in the remainder of fiscal 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At June 30, 2026, we had approximately $1.2 billion remaining for share repurchases under our existing board authorizations. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.
We expect future uses of cash to include capital expenditures, working capital requirements, dividends to shareowners, repurchases of common stock, repayment of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. 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 June 30, 2026, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to allocate capital resources among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Cuts and Jobs Act of 2017, 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.
In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight financing 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 this credit facility during the quarter ended June 30, 2026, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under 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.
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 $274 million at June 30, 2026, were available to non-U.S. subsidiaries, of which, approximately $32 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at June 30, 2026, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at June 30, 2026, and September 30, 2025. 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 August 4, 2026:
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| Credit Rating Agency | | Short-Term Rating | | Long-Term Rating | | Outlook |
| Standard & Poor’s | | A-2 | | A- | | Stable |
| Moody’s | | P-2 | | A3 | | Stable |
| Fitch Ratings | | F1 | | A | | 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. 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.
Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three and nine months ended June 30, 2026, we reclassified $2 million and $6 million, respectively, in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the three months ended June 30, 2025, we reclassified $1 million in pre-tax losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the nine months ended June 30, 2025 we reclassified $6 million in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of June 30, 2026, we expect that approximately $1 million of pre-tax net unrealized gains on cash flow hedges will be reclassified into earnings during the next 12 months.
Information with respect to our contractual cash obligations is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information.
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):
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| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 |
| Reported Sales | | | | Effect of Changes in Currency | | | | Organic Sales | | Reported Sales | | Divestiture | | Sales Excluding Divestiture |
| North America | $ | 1,482 | | | | | $ | 1 | | | | | $ | 1,481 | | | $ | 1,354 | | | $ | (34) | | | $ | 1,320 | |
| Europe, Middle East, and Africa | 404 | | | | | 12 | | | | | 392 | | | 392 | | | (25) | | | 367 | |
| Asia Pacific | 288 | | | | | 2 | | | | | 286 | | | 266 | | | (2) | | | 264 | |
| Latin America | 139 | | | | | 12 | | | | | 127 | | | 132 | | | (1) | | | 131 | |
| Total Company Sales | $ | 2,313 | | | | | $ | 27 | | | | | $ | 2,286 | | | $ | 2,144 | | | $ | (62) | | | $ | 2,082 | |
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| Nine Months Ended June 30, 2026 | | Nine Months Ended June 30, 2025 |
| Reported Sales | | | | Effect of Changes in Currency | | | | Organic Sales | | Reported Sales | | Divestiture | | Sales Excluding Divestiture |
| North America | $ | 4,233 | | | | | $ | 7 | | | | | $ | 4,226 | | | $ | 3,792 | | | $ | (34) | | | $ | 3,758 | |
| Europe, Middle East, and Africa | 1,206 | | | | | 78 | | | | | 1,128 | | | 1,082 | | | (25) | | | 1,057 | |
| Asia Pacific | 800 | | | | | 8 | | | | | 792 | | | 744 | | | (2) | | | 742 | |
| Latin America | 418 | | | | | 34 | | | | | 384 | | | 408 | | | (1) | | | 407 | |
| Total Company Sales | $ | 6,657 | | | | | $ | 127 | | | | | $ | 6,530 | | | $ | 6,026 | | | $ | (62) | | | $ | 5,964 | |
The following is a reconciliation of reported sales to organic sales by operating segment (in millions):
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| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 |
| Reported Sales | | | | Effect of Changes in Currency | | | | Organic Sales | | Reported Sales | | Divestiture | | Sales Excluding Divestiture |
| Intelligent Devices | $ | 1,080 | | | | | $ | 13 | | | | | $ | 1,067 | | | $ | 968 | | | $ | — | | | $ | 968 | |
| Software & Control | 751 | | | | | 9 | | | | | 742 | | | 629 | | | — | | | 629 | |
| Lifecycle Services | 482 | | | | | 5 | | | | | 477 | | | 547 | | | (62) | | | 485 | |
| Total Company Sales | $ | 2,313 | | | | | $ | 27 | | | | | $ | 2,286 | | | $ | 2,144 | | | $ | (62) | | | $ | 2,082 | |
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| Nine Months Ended June 30, 2026 | | Nine Months Ended June 30, 2025 |
| Reported Sales | | | | Effect of Changes in Currency | | | | Organic Sales | | Reported Sales | | Divestiture | | Sales Excluding Divestiture |
| Intelligent Devices | $ | 3,041 | | | | | $ | 58 | | | | | $ | 2,983 | | | $ | 2,670 | | | $ | — | | | $ | 2,670 | |
| Software & Control | 2,064 | | | | | 38 | | | | | 2,026 | | | 1,726 | | | — | | | 1,726 | |
| Lifecycle Services | 1,552 | | | | | 31 | | | | | 1,521 | | | 1,630 | | | (62) | | | 1,568 | |
| Total Company Sales | $ | 6,657 | | | | | $ | 127 | | | | | $ | 6,530 | | | $ | 6,026 | | | $ | (62) | | | $ | 5,964 | |
Critical Accounting Estimates
We have prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States, which 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. Information with respect to accounting estimates that 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 is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information.
Environmental Matters
Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 17 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information.
Recent Accounting Pronouncements
See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information with respect to our exposure to foreign currency risk and interest rate risk is contained in Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures: We, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the quarter covered by this report, our disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to our legal proceedings is contained in Item 3. Legal Proceedings, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information.
Item 1A. Risk Factors
Information about our most significant risk factors is contained in Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at June 30, 2026, there has been no material change to this information, except as updated in our Quarterly Report on Form 10-Q filed May 5, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
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 June 30, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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) |
| April 1-30, 2026 | | 169,287 | | | $ | 384.83 | | | 169,287 | | | $ | 253,237,685 | |
| May 1-31, 2026 | | 85,694 | | | 443.39 | | | 85,694 | | | 215,241,901 | |
| June 1-30, 2026 | | 90,440 | | | 464.33 | | | 90,440 | | | 1,173,247,986 | |
| Total | | 345,421 | | | $ | 420.17 | | | 345,421 | | | |
(1) All of the shares purchased during the quarter ended June 30, 2026, 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 and June 9, 2026, the Board of Directors authorized us to expend an additional $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.
Item 5. Other Information
During the quarter ended June 30, 2026, the following officer of the Company adopted a Rule 10b5-1 trading arrangement which is intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, with such details of the arrangement as further follows:
Matheus De A G Viera Bulho, Senior Vice President, Software and Control, adopted a Rule 10b5-1 trading arrangement on May 28, 2026, that will terminate on the earlier of November 30, 2026, or the execution of all trades in the trading arrangement. Mr. Bulho’s trading arrangement covers the sale of 867 long shares of the Company’s common stock.
During the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, no director of the Company adopted or terminated a Rule 10b5-1 trading arrangement, and no officer of the Company terminated a Rule 10b5-1 trading arrangement.
Item 6. Exhibits
(a) Exhibits:
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Exhibit 15 | | — | | Letter of Deloitte & Touche LLP regarding Unaudited Financial Information. | |
Exhibit 31.1 | | — | | Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
Exhibit 31.2 | | — | | Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | |
Exhibit 32.1 | | — | | Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.2 | | — | | Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Exhibit 101 | | — | | Interactive Data Files. | |
| Exhibit 104 | | — | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | ROCKWELL AUTOMATION, INC. (Registrant) |
| | | |
| Date: | August 4, 2026 | | By | | /s/ CHRISTIAN E. ROTHE |
| | | | | Christian E. Rothe Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
| | | | | | | | | | | | | | | | | |
| Date: | August 4, 2026 | | By | | /s/ TERRY L. RIESTERER |
| | | | | Terry L. Riesterer Vice President and Controller (Principal Accounting Officer) |