Rockwell Automation · 10-Q · Item 2 MD&A

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.

Table of Contents

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.

T1Rockwell 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.

Table of Contents

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

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.

Table of Contents

Outlook

T2We 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.

T3We 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. T4These 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.

Table of Contents

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

Nine Months Ended

Sales

Intelligent Devices (a)

$

$

$

$

Software & Control (b)

Lifecycle Services (c)

Total sales (d)

$

$

$

$

Segment operating earnings (1)

Intelligent Devices (e)

$

$

$

$

Software & Control (f)

Lifecycle Services (g)

Corporate and other (2)

Enterprise operating profit (3) (h)

Amortization of acquisition-related intangible assets (4)

Non-operating pension and postretirement benefit credit

4

—

—

Net legacy asbestos and environmental charges (2)

(1)

(4)

(3)

Change in fair value of investments

(7)

—

(7)

(3)

Gain on dissolution of Sensia, net of transaction costs

—

—

Interest expense, net

Income before income taxes (i)

Income tax provision

Net income

Net loss attributable to noncontrolling interests

—

(2)

(2)

Net income attributable to Rockwell Automation

$

$

$

$

Diluted EPS

$

$

$

$

Adjusted EPS (5)

$

$

$

$

Diluted weighted average outstanding shares

Pre-tax margin (i/d)

%

%

%

%

Intelligent Devices segment operating margin (e/a)

%

%

%

%

Software & Control segment operating margin (f/b)

%

%

%

%

Lifecycle Services segment operating margin (g/c)

%

%

%

%

Enterprise operating margin (3) (h/d)

%

%

%

%

(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.

Table of Contents

(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.

North America

$

9

%

%

Europe, Middle East, and Africa

3

%

7

%

Asia Pacific

8

%

8

%

Latin America

5

%

(3)

%

Total Company Sales

$

8

%

%

Change vs.

Change in Organic

Sales (1) vs.

North America

$

%

%

Europe, Middle East and Africa

%

7

%

Asia Pacific

8

%

7

%

Latin America

2

%

(6)

%

Total Company Sales

$

%

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.

Table of Contents

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.

T5Pre-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. T6For 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.

Table of Contents

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.

Table of Contents

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

Nine Months Ended

Amortization of acquisition-related intangible assets (1)

Intelligent Devices

$

$

9

$

$

Software & Control

Lifecycle Services

3

9

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.

Table of Contents

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

Nine Months Ended

Net income attributable to Rockwell Automation

$

$

$

$

Non-operating pension and postretirement benefit credit

(4)

—

—

Tax effect of non-operating pension and postretirement credit

1

(1)

2

(1)

Amortization of acquisition-related intangible assets attributable to Rockwell Automation

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

(8)

(7)

Net legacy asbestos and environmental charges

1

4

3

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

—

—

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation

—

—

Adjusted Income

$

$

$

$

Diluted EPS

$

$

$

$

Non-operating pension and postretirement credit

—

—

Tax effect of non-operating pension and postretirement credit

Amortization of acquisition-related intangible assets attributable to Rockwell Automation

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

Net legacy asbestos and environmental charges

Tax effect of net legacy asbestos and environmental charges

Change in fair value of investments

—

Tax effect of change in fair value of investments

—

Gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation

—

—

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation

—

—

Adjusted EPS

$

$

$

$

Effective tax rate

%

%

%

%

Tax effect of non-operating pension and postretirement credit

%

%

%

%

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

%

%

%

%

Tax effect of net legacy asbestos and environmental charges

%

%

—

%

%

Tax effect of change in fair value of investments

%

—

%

%

%

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs attributable to Rockwell Automation

%

—

%

%

—

%

Adjusted Effective Tax Rate

%

%

%

%

Table of Contents

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

Cash provided by (used for)

Operating activities

$

$

Investing activities

Financing activities

Effect of exchange rate changes on cash

—

3

Increase in cash and cash equivalents

$

$

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

Nine Months Ended

Cash provided by operating activities

$

$

Capital expenditures

Free cash flow

$

$

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. T7Free 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.

T8We 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.

Table of Contents

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:

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.

Table of Contents

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.

Table of Contents

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):

Reported Sales

Effect of

Changes in

Currency

Organic Sales

Reported Sales

Divestiture

Sales Excluding Divestiture

North America

$

$

1

$

$

$

$

Europe, Middle East, and Africa

Asia Pacific

2

(2)

Latin America

(1)

Total Company Sales

$

$

$

$

$

$

Reported Sales

Effect of

Changes in

Currency

Organic Sales

Reported Sales

Divestiture

Sales Excluding Divestiture

North America

$

$

7

$

$

$

$

Europe, Middle East, and Africa

Asia Pacific

8

(2)

Latin America

(1)

Total Company Sales

$

$

$

$

$

$

Table of Contents

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

Reported Sales

Effect of

Changes in

Currency

Organic Sales

Reported Sales

Divestiture

Sales Excluding Divestiture

Intelligent Devices

$

$

$

$

$

—

$

Software & Control

9

—

Lifecycle Services

5

Total Company Sales

$

$

$

$

$

$

Reported Sales

Effect of

Changes in

Currency

Organic Sales

Reported Sales

Divestiture

Sales Excluding Divestiture

Intelligent Devices

$

$

$

$

$

—

$

Software & Control

—

Lifecycle Services

Total Company Sales

$

$

$

$

$

$

Table of Contents

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.