ROCKWELL AUTOMATION, INC
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM
10-Q
_________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended
March 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from _______ to _______
Commission file number
1-12383
_________________________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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+
1
(
414
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382-2000
(Registrant’s telephone number, including area code
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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:
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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.
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| Emerging growth company |
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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 ☑
INDEX
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3
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
ROCKWELL AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions, except per share amounts)
|
March 31,
2025 |
September 30,
2024 |
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| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Receivables |
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| Inventories |
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| Other current assets |
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| Total current assets |
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Property, net of accumulated depreciation of $
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| Operating lease right-of-use assets |
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| Goodwill |
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| Other intangible assets, net |
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| Deferred income taxes |
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| Other assets |
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| Total | $ |
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$ |
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| LIABILITIES AND SHAREOWNERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ |
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$ |
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| Current portion of long-term debt |
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| Accounts payable |
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| Compensation and benefits |
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| Contract liabilities |
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| Customer returns, rebates and incentives |
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| Other current liabilities |
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| Total current liabilities |
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| Long-term debt |
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| Retirement benefits |
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| Operating lease liabilities |
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| Other liabilities |
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| Commitments and contingent liabilities (Note 13) |
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| Shareowners’ equity | |||||||||||
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Common stock ($
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| Additional paid-in capital |
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| Retained earnings |
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| Accumulated other comprehensive loss |
(
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(
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Common stock in treasury, at cost (shares held:
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(
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(
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| Shareowners’ equity attributable to Rockwell Automation, Inc. |
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| Noncontrolling interests |
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| Total shareowners’ equity |
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| Total | $ |
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$ |
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4
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Products and solutions | $ |
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$ |
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$ |
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$ |
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| Services |
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| Cost of sales | |||||||||||||||||||||||
| Products and solutions |
(
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(
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(
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(
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| Services |
(
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(
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(
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(
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(
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(
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(
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(
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| Gross profit |
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| Selling, general and administrative expenses |
(
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(
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(
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(
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| Change in fair value of investments |
(
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(
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| Other income (Note 11) |
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| Interest expense |
(
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(
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(
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(
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| Income before income taxes |
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| Income tax provision (Note 15) |
(
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(
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(
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(
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| Net income |
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| Net loss attributable to noncontrolling interests |
(
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(
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(
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(
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| Net income attributable to Rockwell Automation, Inc. | $ |
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$ |
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$ |
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$ |
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| Earnings per share: | |||||||||||||||||||||||
| Basic | $ |
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$ |
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$ |
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$ |
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| Diluted | $ |
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$ |
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$ |
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$ |
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| Weighted average outstanding shares: | |||||||||||||||||||||||
| Basic |
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| Diluted |
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See Notes to Consolidated Financial Statements.
5
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in millions)
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ |
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$ |
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$ |
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$ |
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| Other comprehensive income (loss) | |||||||||||||||||||||||
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Pension and other postretirement benefit plan adjustments (net of tax (expense) benefit of $(
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| Currency translation adjustments |
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(
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(
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Net change in cash flow hedges (net of tax benefit (expense) of $
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(
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(
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| Other comprehensive income (loss) |
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(
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(
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| Comprehensive income |
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| Comprehensive loss attributable to noncontrolling interests |
(
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(
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(
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(
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| Comprehensive income attributable to Rockwell Automation, Inc. | $ |
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$ |
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$ |
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$ |
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See Notes to Consolidated Financial Statements.
6
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
|
Six Months Ended
March 31, |
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| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to arrive at cash provided by operating activities | |||||||||||
| Depreciation |
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| Amortization of intangible assets |
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| Change in fair value of investments |
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(
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| Share-based compensation expense |
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| Retirement benefit expense |
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| Net loss on disposition of property |
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| Pension contributions |
(
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(
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Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments |
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| Receivables |
(
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| Inventories |
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| Accounts payable |
(
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(
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| Contract liabilities |
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| Compensation and benefits |
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(
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| Income taxes |
(
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(
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| Other assets and liabilities |
(
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(
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| Cash provided by operating activities |
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| Investing activities: | |||||||||||
| Capital expenditures |
(
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(
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| Acquisition of businesses, net of cash acquired |
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(
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| Purchases of investments |
(
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(
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| Other investing activities |
(
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(
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| Cash used for investing activities |
(
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(
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| Financing activities: | |||||||||||
| Net issuance of short-term debt |
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| Issuance of long-term debt, net of issuance costs |
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| Repayment of long-term debt |
(
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| Cash dividends |
(
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(
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| Purchases of treasury stock |
(
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(
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| Proceeds from the exercise of stock options |
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| Other financing activities |
(
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(
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| Cash (used for) provided by financing activities |
(
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| Effect of exchange rate changes on cash |
(
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| Decrease in cash and cash equivalents |
(
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(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See Notes to Consolidated Financial Statements.
7
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 December 31, 2024 | $ |
|
$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
|
||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
|
— | — |
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(
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| Other comprehensive income (loss) | — | — | — |
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— |
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(
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| Common stock issued (including share-based compensation impact) | — |
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— | — |
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— |
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| Share repurchases | — | — | — | — |
(
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(
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— |
(
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Cash dividends declared
(1)
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— | — |
(
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— | — |
(
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— |
(
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| Balance at March 31, 2025 | $ |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
|
||||||||||||||||||||||||||||||||||
| 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 December 31, 2023 | $ |
|
$ |
|
$ |
|
$ |
(
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$ |
(
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$ |
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$ |
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$ |
|
||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
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— | — |
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(
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| Other comprehensive loss | — | — | — |
(
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— |
(
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— |
(
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| Common stock issued (including share-based compensation impact) | — |
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— | — |
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— |
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| Share repurchases | — | — | — | — |
(
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(
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— |
(
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||||||||||||||||||||||||||||||||||||||||||
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Cash dividends declared
(1)
|
— | — |
(
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— | — |
(
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— |
(
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||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
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(
1)
Cash dividends were $
1.31
per share and $
1.25
per share in the three months ended March 31, 2025 and 2024, respectively.
8
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, 2024 | $ |
|
$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
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||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
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— | — |
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(
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| Other comprehensive loss | — | — | — |
(
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— |
(
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(
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(
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||||||||||||||||||||||||||||||||||||||||||
| Common stock issued (including share-based compensation impact) | — |
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— | — |
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— |
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| Share repurchases | — | — | — | — |
(
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(
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— |
(
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| Share retirement |
(
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— |
(
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— |
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— | — | — | ||||||||||||||||||||||||||||||||||||||||||
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Cash dividends declared
(1)
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— | — |
(
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— | — |
(
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— |
(
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||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ |
|
$ |
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$ |
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$ |
(
|
$ |
(
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$ |
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$ |
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$ |
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||||||||||||||||||||||||||||||||||
| 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, 2023 | $ |
|
$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
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| Net income (loss) | — | — |
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— | — |
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(
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| Other comprehensive income | — | — | — |
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— |
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— |
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| Common stock issued (including share-based compensation impact) | — |
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— | — |
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— |
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| Share repurchases | — | — | — | — |
(
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(
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— |
(
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Cash dividends declared
(1)
|
— | — |
(
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— | — |
(
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— |
(
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||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ |
|
$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
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(1)
Cash dividends were $
2.62
per share and $
2.50
per share in the
six
months ended March 31, 2025 and 2024, respectively.
See Notes to Consolidated Financial Statements.
9
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, 2024. The results of operations for the three and six months ended March 31, 2025, 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.
Receivables
Earnings Per Share
The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Rockwell Automation, Inc. | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Less: Allocation to participating securities |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net income available to common shareowners | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Basic weighted average outstanding shares |
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| Effect of dilutive securities | |||||||||||||||||||||||
| Stock options |
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| Diluted weighted average outstanding shares |
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| Earnings per share: | |||||||||||||||||||||||
| Basic | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Diluted | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
For the three and six months ended March 31, 2025, there were
0.6
million and
1.3
million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive. For both the three and six months ended March 31, 2024, there were
0.5
million shares 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 $
19
million and $
7
million were accrued within Accounts payable and Other current liabilities at March 31, 2025 and 2024, respectively. At March 31, 2025 and 2024, respectively, there was $
3
million and $
2
million of outstanding common stock share repurchases recorded in Accounts payable that did not settle until the next quarter. 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.
10
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Leases
Supplemental cash flow information related to leases consists of (in millions):
|
Six Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||
| Operating leases | $ |
|
$ |
|
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| Finance leases |
|
|
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In the six months ended March 31, 2025 and 2024, we realized changes in our right-of-use assets and lease liabilities, both as a result of new leases and existing leases for which we are reasonably certain to exercise future renewal options.
Supplier Financing Arrangements
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, which requires expanded interim and annual disclosures of segment information regularly provided to the chief operating decision maker (CODM), the title and position of the CODM, an explanation of how the CODM uses the information in assessing segment performance and deciding how to allocate resources, and an amount for other segment items by reportable segment and a description of its composition. We will expand our disclosures in our 2025 Annual Report on Form 10-K when the standard becomes effective for us.
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. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.
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
11
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 16 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 March 31, 2025, we expect to recognize approximately $
1,365
million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $
805
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 March 31, 2025.
Disaggregation of Revenue
The following table presents our revenue disaggregation by geographic region for our
three
operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | Intelligent Devices | Software & Control | Lifecycle Services | Total | ||||||||||||||||||||||||||||||||||||||||
| North America | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Europe, Middle East, and Africa |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Asia Pacific |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Latin America |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Total Company Sales | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Intelligent Devices | Software & Control | Lifecycle Services | Total | Intelligent Devices | Software & Control | Lifecycle Services | Total | ||||||||||||||||||||||||||||||||||||||||
| North America | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Europe, Middle East, and Africa |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Asia Pacific |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Latin America |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Total Company Sales | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
12
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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):
| March 31, 2025 | March 31, 2024 | ||||||||||
| Balance as of beginning of year | $ |
|
$ |
|
|||||||
| Balance as of end of period |
|
|
|||||||||
The most significant changes in our Contract liabilities balance during the six months ended March 31, 2025, were due to amounts billed during the period, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period and revenue recognized on amounts billed during the period. The most significant changes in our Contract liabilities balance during the six months ended March 31, 2024, 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 six months ended March 31, 2025, we recognized revenue of approximately $
506
million that was included in the Contract liabilities balance at September 30, 2024. In the six months ended March 31, 2024, we recognized revenue of approximately $
405
million that was included in the Contract liabilities balance at September 30, 2023. We did
no
t have a material amount of revenue recognized in the six months ended March 31, 2025 and 2024, from performance obligations satisfied or partially satisfied in previous periods.
3.
Share-Based Compensation
We recognized $
21
million and $
44
million of pre-tax share-based compensation expense during the three and six months ended March 31, 2025, respectively. We recognized $
27
million and $
51
million of pre-tax share-based compensation expense during the three and six months ended March 31, 2024, 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):
| Six Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Grants |
Wtd. Avg.
Share Fair Value |
Grants |
Wtd. Avg.
Share Fair Value |
||||||||||||||||||||
| Stock options |
|
$ |
|
|
$ |
|
|||||||||||||||||
| Performance shares |
|
|
|
|
|||||||||||||||||||
| Restricted stock units |
|
|
|
|
|||||||||||||||||||
| Unrestricted stock |
|
|
|
|
|||||||||||||||||||
4.
Inventories
Inventories consist of (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Finished goods | $ |
|
$ |
|
|||||||
| Work in process |
|
|
|||||||||
| Raw materials |
|
|
|||||||||
| Inventories | $ |
|
$ |
|
|||||||
13
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
5.
Acquisitions
2024 Acquisitions
In October 2023, we acquired Clearpath Robotics, Inc., including its industrial division OTTO Motors (Clearpath), a company that specializes in autonomous robotics for industrial applications, headquartered in Ontario, Canada. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of October 2, 2023.
The aggregate purchase price allocation is as follows (in millions):
| Purchase Price Allocation | ||||||||
| Receivables | $ |
|
||||||
| Inventory |
|
|||||||
| Goodwill |
|
|||||||
| Intangible assets |
|
|||||||
| All other assets |
|
|||||||
| Total assets acquired |
|
|||||||
| Less: Deferred tax liability |
(
|
|||||||
| Less: Liabilities assumed |
(
|
|||||||
| Net assets acquired | $ |
|
||||||
| Purchase Consideration | ||||||||
| Cash consideration, net of cash acquired | $ |
|
||||||
| Contingent consideration |
|
|||||||
| Total purchase consideration, net of cash acquired | $ |
|
||||||
Intangible assets identified include $
270
million of technology, $
41
million of trademarks, and $
2
million of customer relationships. We assigned the full amount of goodwill and all other assets acquired to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Clearpath reflects a number of factors including the future earnings and cash flow potential for the business and resulting synergies from the business portfolio and industry expertise. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. Refer to Note 9 for further information regarding levels in the fair value hierarchy. The key assumption requiring the use of judgement in the valuation of the technology asset was the obsolescence factor, where we estimated a phase out over
12
years; other assumptions included forecasted revenue growth rates and margin and the discount rate. The key assumption requiring the use of judgement in the valuation of the trademarks asset was the weighted average royalty rate of
2.05
percent; other assumptions included forecasted revenue growth rates and the discount rate.
The purchase price included up to $
50
million in contingent consideration that could have been earned by the sellers if Clearpath achieved revenue targets in
two
performance periods ending February 29, 2024, and February 28, 2025. We developed various risk-based scenarios and a probability outcome model and determined the fair value to be $
43
million as of the acquisition date, which is considered a level 3 measurement under the U.S. GAAP fair value hierarchy. We updated the fair value measures quarterly during the performance periods to reflect actual results and remaining expected contingent consideration that could be earned.
14
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents the fair value of the contingent consideration in the Consolidated Balance Sheet (in millions):
| Period ended February 29, 2024 | Period ended February 28, 2025 | Total | ||||||||||||||||||
| Contingent consideration as of December 31, 2023 | $ |
|
$ |
|
$ |
|
||||||||||||||
| Adjustment for earnout achieved for first performance period |
(
|
|
(
|
|||||||||||||||||
| Adjustment to fair value |
|
(
|
(
|
|||||||||||||||||
| Payment of earnout achieved for first performance period |
(
|
|
(
|
|||||||||||||||||
| Contingent consideration as of September 30, 2024 | $ |
|
$ |
|
$ |
|
||||||||||||||
| Adjustment for earnout forfeited for second performance period |
|
(
|
(
|
|||||||||||||||||
| Contingent consideration as of March 31, 2025 | $ |
|
$ |
|
$ |
|
||||||||||||||
The consideration for the amount earned for the first performance period was paid during the third quarter of 2024.
In November 2023, we acquired Verve Industrial Protection (Verve), a cybersecurity software and services company that focuses specifically on industrial environments. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of November 1, 2023.
The aggregate purchase price allocation is as follows (in millions):
| Purchase Price Allocation | ||||||||
| Receivables | $ |
|
||||||
| Goodwill |
|
|||||||
| Intangible assets |
|
|||||||
| All other assets |
|
|||||||
| Total assets acquired |
|
|||||||
| Less: Liabilities assumed |
(
|
|||||||
| Net assets acquired | $ |
|
||||||
| Purchase Consideration | ||||||||
| Total purchase consideration, net of cash acquired | $ |
|
||||||
We assigned the full amount of goodwill to our Lifecycle Services segment. We expect the goodwill to be deductible for tax purposes. The goodwill recorded represents intangible assets that do not qualify for separate recognition.
Pro forma consolidated sales for the three and six months ended March 31, 2024, were $
2.1
billion and $
4.2
billion, respectively, and the impact on earnings was
not
material. The preceding pro forma consolidated financial results of operations are as if the preceding 2024 acquisitions occurred on October 1, 2023. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time.
15
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
6.
Goodwill and Other Intangible Assets
Changes in the carrying amount of Goodwill for the six months ended March 31, 2025, were (in millions):
| Intelligent Devices | Software & Control | Lifecycle Services | Total | ||||||||||||||||||||
| Balance as of September 30, 2024 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Translation |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance as of March 31, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Gross carrying value of goodwill | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Accumulated impairment losses |
|
|
(
|
(
|
|||||||||||||||||||
| Goodwill | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment as of the beginning of the second quarter of fiscal 2025 and concluded that these assets are not impaired. For our annual evaluation, we performed qualitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services (excluding Sensia) reporting units and a quantitative test for our Sensia reporting unit. 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.
Other intangible assets consist of (in millions):
| March 31, 2025 | |||||||||||||||||
|
Carrying
Amount |
Accumulated
Amortization |
Net | |||||||||||||||
| Amortized intangible assets | |||||||||||||||||
| Software products | $ |
|
$ |
|
$ |
|
|||||||||||
| Customer relationships |
|
|
|
||||||||||||||
| Technology |
|
|
|
||||||||||||||
| Trademarks |
|
|
|
||||||||||||||
| Other |
|
|
|
||||||||||||||
| Total amortized intangible assets |
|
|
|
||||||||||||||
|
Allen-Bradley
®
trademark not subject to amortization
|
|
— |
|
||||||||||||||
| Other intangible assets | $ |
|
$ |
|
$ |
|
|||||||||||
| September 30, 2024 | |||||||||||||||||
|
Carrying
Amount |
Accumulated
Amortization |
Net | |||||||||||||||
| Amortized intangible assets | |||||||||||||||||
| Software products | $ |
|
$ |
|
$ |
|
|||||||||||
| Customer relationships |
|
|
|
||||||||||||||
| Technology |
|
|
|
||||||||||||||
| Trademarks |
|
|
|
||||||||||||||
| Other |
|
|
|
||||||||||||||
| Total amortized intangible assets |
|
|
|
||||||||||||||
|
Allen-Bradley
®
trademark not subject to amortization
|
|
— |
|
||||||||||||||
| Other intangible assets | $ |
|
$ |
|
$ |
|
|||||||||||
Estimated total amortization expense for all amortized intangible assets is $
152
million in 2025, $
150
million in 2026, $
141
million in 2027, $
129
million in 2028, and $
89
million in 2029.
16
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
7.
Short-Term and Long-Term Debt
Our Short-term debt as of March 31, 2025, included commercial paper borrowings of $
996
million, with a weighted average interest rate of
4.57
percent, and a weighted average maturity period of
31
days. Our Short-term debt as of September 30, 2024, included commercial paper borrowings of $
657
million, with a weighted average interest rate of
5.14
percent, and a weighted average maturity period of
24
days. In December 2022, Sensia entered into an unsecured $
75
million line of credit. As of March 31, 2025, and September 30, 2024, included in Short-term debt was $
70
million borrowed against the line of credit with an interest rate of
5.32
percent and
6.17
percent, respectively. Also included in Short-term debt as of March 31, 2025, and September 30, 2024, was $
42
million of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, the loans were extended to October 15, 2026, and $
14
million of new interest-bearing loans from SLB to Sensia were entered into and are due July 2025.
The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):
| March 31, 2025 | September 30, 2024 | |||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||
| Current portion of long-term debt | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Long-term debt |
|
|
|
|
||||||||||||||||||||||
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 9 for further information regarding levels in the fair value hierarchy. The carrying value of our Short-term debt approximates fair value.
8.
Other Current Liabilities
Other current liabilities consist of (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Unrealized losses on foreign exchange contracts | $ |
|
$ |
|
|||||||
| Product warranty obligations |
|
|
|||||||||
| Taxes other than income taxes |
|
|
|||||||||
| Accrued interest |
|
|
|||||||||
| Income taxes payable |
|
|
|||||||||
| Operating lease liabilities |
|
|
|||||||||
| Other |
|
|
|||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
9.
Investments
Our investments consist of (in millions):
| March 31, 2025 | September 30, 2024 | |||||||||||||
| Fixed income securities | $ |
|
$ |
|
||||||||||
| Equity securities (other) |
|
|
||||||||||||
| Other |
|
|
||||||||||||
| Total investments |
|
|
||||||||||||
|
Less: Short-term investments
(1)
|
(
|
|
||||||||||||
|
Long-term investments
(2)
|
$ |
|
$ |
|
||||||||||
(1)
Short-term investments are included in Other current assets in the Consolidated Balance Sheet.
(2)
Long-term investments are included in Other assets in the Consolidated Balance Sheet.
17
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
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 March 31, 2025, and September 30, 2024, included cumulative upward adjustments from observed price changes of $
23
million. The carrying values at March 31, 2025, and September 30, 2024, included cumulative downward adjustments from observed price changes and impairments of $
11
million and $
7
million, respectively.
We record gains and losses on investments within the Change in fair value of investments line in the Consolidated Statement of Operations. Total net unrealized losses on investments were $
3
million in both the three and six months ended March 31, 2025. Total net unrealized gains on equity securities were $
3
million and $
5
million in the three and six months ended March 31, 2024, respectively.
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.
18
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
10.
Retirement Benefits
The components of net periodic pension and postretirement benefit cost were (in millions):
| Pension Benefits | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest cost |
|
|
|
|
|||||||||||||||||||
| Expected return on plan assets |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Amortization of net actuarial loss |
|
|
|
|
|||||||||||||||||||
| Net periodic pension benefit cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other Postretirement Benefits | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest cost |
|
|
|
|
|||||||||||||||||||
| Amortization of net actuarial loss |
|
|
|
|
|||||||||||||||||||
| Net periodic postretirement benefit cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The service cost component is included in Cost of sales and Selling, general and administrative expenses in the Consolidated Statement of Operations. All other components are included in Other income in the Consolidated Statement of Operations.
11.
Other Income
The components of Other income were (in millions):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
|||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Interest income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Royalty income |
|
|
|
|
||||||||||||||||||||||
| Legacy product liability and environmental charges |
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Non-operating pension and postretirement benefit credit |
|
|
|
|
||||||||||||||||||||||
| Fair value adjustments for earnout payments (Note 5) |
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Other |
|
|
|
|
||||||||||||||||||||||
| Other income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
12.
Accumulated Other Comprehensive Loss
Common Stock
In the six months ended March 31, 2025, we retired
40
million shares of common stock that we held in our treasury. These shares are now designated as authorized and unissued.
Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component for the following periods were (in millions):
19
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
| Three Months Ended March 31, 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 December 31, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive income (loss) before reclassifications |
|
|
(
|
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
(
|
|
|||||||||||||||||||
| Other comprehensive income (loss) |
|
|
(
|
|
|||||||||||||||||||
| Balance as of March 31, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Six Months Ended March 31, 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 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive (loss) income before reclassifications |
|
(
|
|
(
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
(
|
|
|||||||||||||||||||
| Other comprehensive income (loss) |
|
(
|
|
(
|
|||||||||||||||||||
| Balance as of March 31, 2025 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Three Months Ended March 31, 2024 | 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 December 31, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive (loss) income before reclassifications |
|
(
|
|
(
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
(
|
|
|||||||||||||||||||
| Other comprehensive income (loss) |
|
(
|
|
(
|
|||||||||||||||||||
| Balance as of March 31, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Six Months Ended March 31, 2024 | 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, 2023 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive income (loss) before reclassifications |
|
|
(
|
|
|||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss |
|
|
(
|
(
|
|||||||||||||||||||
| Other comprehensive income (loss) |
|
|
(
|
|
|||||||||||||||||||
| Balance as of March 31, 2024 | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
20
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
March 31, |
Six Months Ended
March 31, |
Affected Line in the Consolidated Statement of Operations | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
|
Pension and other postretirement benefit plan adjustments
(1)
|
||||||||||||||||||||||||||
| Amortization of net actuarial loss | $ |
|
$ |
|
$ |
|
$ |
|
Other income | |||||||||||||||||
|
|
|
|
|
Income before income taxes | ||||||||||||||||||||||
|
(
|
|
(
|
|
Income tax provision | ||||||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
Net income attributable to Rockwell Automation, Inc. | ||||||||||||||||||
| Net unrealized losses (gains) on cash flow hedges | ||||||||||||||||||||||||||
| Forward exchange contracts | $ |
|
$ |
(
|
$ |
|
$ |
(
|
Sales | |||||||||||||||||
| Forward exchange contracts |
(
|
(
|
(
|
(
|
Cost of sales | |||||||||||||||||||||
| Forward exchange contracts |
|
|
|
|
Selling, general and administrative expenses | |||||||||||||||||||||
| Treasury locks related to 2019 and 2021 debt issuances |
|
|
|
|
Interest expense | |||||||||||||||||||||
|
(
|
(
|
(
|
(
|
Income before income taxes | ||||||||||||||||||||||
|
|
|
|
|
Income tax provision | ||||||||||||||||||||||
| $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
Net income attributable to Rockwell Automation, Inc. | ||||||||||||||||||
| Accumulated currency translation adjustments | $ |
|
$ |
|
$ |
|
$ |
|
Other income | |||||||||||||||||
| Total reclassifications | $ |
|
$ |
|
$ |
|
$ |
(
|
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 10 for further information.
21
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
13.
Commitments and Contingent Liabilities
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, and intellectual property.
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 claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these asbestos claims for many years into the future. The uncertainties of asbestos claim litigation make it difficult to predict accurately the ultimate outcome of asbestos claims. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting asbestos claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending asbestos 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 March 31, 2025, 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.
14.
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. We expect the total cash expenditures associated with these restructuring actions to be $
97
million of which we paid $
12
million and $
26
million during the three and six months ended March 31, 2025, respectively. Accruals remaining under these restructuring actions were $
44
million and $
70
million at March 31, 2025, and September 30, 2024, respectively.
22
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
15.
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 rate was
17.1
percent and
16.8
percent for the three and six months ended March 31, 2025, respectively, compared to
14.5
percent and
16.1
percent for the three and six months ended March 31, 2024, respectively. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three and six months ended March 31, 2025, primarily due to the geographical mix of pre-tax income. The effective tax rate was lower than the U.S. statutory rate of 21 percent for the three and six months ended March 31, 2024, primarily due to the geographical mix of pre-tax income and other discrete benefits.
Our final payment of $
97
million related to the U.S. transition tax under the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) will be paid in the second quarter of 2026 and is classified in Other current liabilities in the Consolidated Balance Sheet as of March 31, 2025. This amount was classified in Other liabilities in the Consolidated Balance Sheet as of September 30, 2024.
Unrecognized Tax Benefits
The amount of gross unrecognized tax benefits was $
27
million at March 31, 2025, and $
25
million at September 30, 2024, 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 March 31, 2025 and September 30, 2024. 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 $
2
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 $
3
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 2014, and foreign income tax examinations for years before 2008.
23
ROCKWELL AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
16.
Business Segment Information
Sales and operating results of our reportable segments were (in millions):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Intelligent Devices | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Software & Control |
|
|
|
|
|||||||||||||||||||
| Lifecycle Services |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Segment operating earnings | |||||||||||||||||||||||
| Intelligent Devices | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Software & Control |
|
|
|
|
|||||||||||||||||||
| Lifecycle Services |
|
|
|
|
|||||||||||||||||||
| Total |
|
|
|
|
|||||||||||||||||||
| Purchase accounting depreciation and amortization |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Corporate and other |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Non-operating pension and postretirement benefit credit |
|
|
|
|
|||||||||||||||||||
| Change in fair value of investments |
(
|
|
(
|
|
|||||||||||||||||||
| Interest expense, net |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Income before income taxes | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before purchase accounting depreciation and amortization, corporate and other, non-operating pension and postretirement benefit credit, change in fair value of investments, and interest expense, net. 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. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance.
24
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 March 31, 2025, the related consolidated statements of operations, comprehensive income and shareowners’ equity for the three-month and six-month periods ended March 31, 2025, and 2024, and of cash flows for the six-month periods ended March 31, 2025, and 2024 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, 2024, 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, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2024, 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
May 7, 2025
25
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 tariffs, taxation, trade controls, cybersecurity, and climate change;
•
our profitability and market competitiveness may be adversely impacted by changes in trade policies, including tariffs or other factors;
•
the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest, or other causes;
•
the availability and price of components and materials;
•
the availability, effectiveness, and security of our information technology systems;
•
our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions, and services;
•
the successful execution of our cost productivity and margin expansion initiatives;
•
our ability to attract, develop, and retain qualified employees;
•
the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;
•
the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;
•
our ability to manage and mitigate the risks associated with our solutions and services businesses;
•
competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;
•
the availability and cost of capital;
•
disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;
•
intellectual property infringement claims by others and the ability to protect our intellectual property;
•
the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;
•
the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;
•
our ability to manage costs related to employee retirement and health care benefits; and
•
other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.
These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A.
Risk Factors
, of our Annual Report on Form 10-K for the year ended September 30, 2024, and Item 1A.
Risk Factors
, of this Quarterly Report on Form 10-Q for more information.
26
Non-GAAP Measures
The following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, and free cash flow, which are non-GAAP measures. See
Supplemental Sales Information
for a reconciliation of reported sales to organic sales and a discussion of why we believe this non-GAAP measure is useful to investors. See
Summary of Results of O
perations
for a reconciliation o
f Income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-
GAAP measures are useful to investors. See
Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation
for a reconciliation of Net income attributable to Rockwell Automation,
diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-
GAAP measures are useful to investors. See
Financial Condition
for a reconciliation of
Cash provided by operating activities
to free cash flow and a disc
ussion 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;
•
continue double-digit growth in annual recurring revenue;
•
add 1% average annual growth from acquisitions; and
•
deliver profitable growth within a disciplined financial framework.
27
U.S. Economic Trends
In the second quarter of 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:
•
The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.
•
The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.
The table below depicts trends in these indicators since the quarter ended September 2023. These figures are as of May 7, 2025, and are subject to revision by the issuing organizations. The IP index improved in the second quarter of fiscal 2025 to the highest level in the last ten quarters. Manufacturing PMI results improved early in the second quarter of fiscal 2025 with two readings above 50; however, results at the end of the quarter fell back below 50.
| Manufacturing IP Index | PMI | ||||||||||
| Fiscal 2025 quarter ended: | |||||||||||
| March 2025 | 100.5 | 49.0 | |||||||||
| December 2024 | 99.0 | 49.3 | |||||||||
| Fiscal 2024 quarter ended: | |||||||||||
| September 2024 | 99.0 | 47.2 | |||||||||
| June 2024 | 99.4 | 48.5 | |||||||||
| March 2024 | 99.5 | 50.3 | |||||||||
| December 2023 | 99.2 | 47.1 | |||||||||
| Fiscal 2023 quarter ended: | |||||||||||
| September 2023 | 99.6 | 49.0 | |||||||||
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 has remained in the low single digits during the second quarter, which is consistent with the prior five quarters. Producer prices continue to remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.
Non-U.S. Economic Trends
In the second quarter of 2025, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the
Overview
section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the second quarter of fiscal 2025. Manufacturing PMI readings outside the U.S were mixed with readings in Asia Pacific generally better than readings in Europe, Canada, and Mexico.
Outlook
We expect sequential improvement in our sales and margins through 2025 as we continue to deliver on our cost reduction and margin expansion initiatives introduced in 2024. We expect over $250 million of year-over-year benefits from cost reduction and margin expansion actions in 2025 including continuing benefits from restructuring actions we initiated last year and benefits from reduced costs of direct and indirect purchases, increased manufacturing efficiency, and price actions.
Based on currently enacted tariffs, we estimate our cost exposure to be about $125 million for the second half of 2025. We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. In consideration of these mitigating actions, tariff costs are expected to be neutral to EPS in the current year.
28
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
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Intelligent Devices (a) | $ | 896 | $ | 974 | $ | 1,702 | $ | 1,901 | |||||||||||||||
| Software & Control (b) | 568 | 569 | 1,097 | 1,173 | |||||||||||||||||||
| Lifecycle Services (c) | 537 | 583 | 1,083 | 1,104 | |||||||||||||||||||
| Total sales (d) | $ | 2,001 | $ | 2,126 | $ | 3,882 | $ | 4,178 | |||||||||||||||
|
Segment operating earnings
(1)
|
|||||||||||||||||||||||
| Intelligent Devices (e) | $ | 159 | $ | 161 | $ | 279 | $ | 311 | |||||||||||||||
| Software & Control (f) | 171 | 146 | 304 | 298 | |||||||||||||||||||
| Lifecycle Services (g) | 78 | 97 | 146 | 151 | |||||||||||||||||||
|
Total segment operating earnings
(2)
(h)
|
408 | 404 | 729 | 760 | |||||||||||||||||||
| Purchase accounting depreciation and amortization | (36) | (37) | (71) | (73) | |||||||||||||||||||
| Corporate and other | (33) | (28) | (71) | (68) | |||||||||||||||||||
| Non-operating pension and postretirement benefit credit | — | 5 | — | 10 | |||||||||||||||||||
| Change in fair value of investments | (3) | 3 | (3) | 6 | |||||||||||||||||||
| Interest expense, net | (37) | (37) | (72) | (65) | |||||||||||||||||||
| Income before income taxes (i) | 299 | 310 | 512 | 570 | |||||||||||||||||||
| Income tax provision | (51) | (45) | (86) | (92) | |||||||||||||||||||
| Net income | 248 | 265 | 426 | 478 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (4) | (1) | (10) | (3) | |||||||||||||||||||
| Net income attributable to Rockwell Automation | $ | 252 | $ | 266 | $ | 436 | $ | 481 | |||||||||||||||
| Diluted EPS | $ | 2.22 | $ | 2.31 | $ | 3.83 | $ | 4.17 | |||||||||||||||
|
Adjusted EPS
(3)
|
$ | 2.45 | $ | 2.50 | $ | 4.29 | $ | 4.54 | |||||||||||||||
| Diluted weighted average outstanding shares | 113.3 | 114.8 | 113.4 | 115.0 | |||||||||||||||||||
| Pre-tax margin (i/d) | 14.9 | % | 14.6 | % | 13.2 | % | 13.6 | % | |||||||||||||||
| Intelligent Devices segment operating margin (e/a) | 17.7 | % | 16.5 | % | 16.4 | % | 16.4 | % | |||||||||||||||
| Software & Control segment operating margin (f/b) | 30.1 | % | 25.7 | % | 27.7 | % | 25.4 | % | |||||||||||||||
| Lifecycle Services segment operating margin (g/c) | 14.5 | % | 16.6 | % | 13.5 | % | 13.7 | % | |||||||||||||||
|
Total segment operating margin
(2)
(h/d)
|
20.4 | % | 19.0 | % | 18.8 | % | 18.2 | % | |||||||||||||||
(1)
See Note 16 in the Consolidated Financial Statements for the definition of segment operating earnings.
(2)
Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, corporate and other, non-operating pension and postretirement benefit credit, change in fair value of investments, and interest expense, net, because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.
(3)
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.
29
Three and Six Months Ended
March 31, 2025, Compared to Three and Six Months Ended March 31, 2024
Sales
Sales decreased 6 percent and 7 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 4 percent and 6 percent year over year in the three and six months ended March 31, 2025, respectively. Currency translation decreased sales by 2 percent and 1 percent in the three and six months ended March 31, 2025, respectively. Pricing increased total company sales by approximately 3 percentage points and 2 percentage points year over year in the three and six months ended March 31, 2025, respectively, realized primarily in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 8 percentage points year over year in the three months ended March 31, 2025, driven by the Software & Control and Intelligent Devices segments, partially offset by the Lifecycle Services segment. Volume decreased total company sales by approximately 8 percentage points year over year in the six months ended March 31, 2025, driven by the Intelligent Devices segment.
The tables below presents 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 March 31, 2025 | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2024 | |||||||||||||||
| North America | $ | 1,288 | — | % | — | % | |||||||||||
| Europe, Middle East, and Africa | 358 | (10) | % | (8) | % | ||||||||||||
| Asia Pacific | 227 | (16) | % | (13) | % | ||||||||||||
| Latin America | 128 | (22) | % | (12) | % | ||||||||||||
| Total Company Sales | $ | 2,001 | (6) | % | (4) | % | |||||||||||
| Change vs. |
Change in Organic
Sales
(1)
vs.
|
||||||||||||||||
| Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | Six Months Ended March 31, 2024 | |||||||||||||||
| North America | $ | 2,438 | (4) | % | (4) | % | |||||||||||
| Europe, Middle East, and Africa | 690 | (12) | % | (11) | % | ||||||||||||
| Asia Pacific | 478 | (12) | % | (11) | % | ||||||||||||
| Latin America | 276 | (10) | % | — | % | ||||||||||||
| Total Company Sales | $ | 3,882 | (7) | % | (6) | % | |||||||||||
(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 $33 million and $71 million in the three and six months ended March 31, 2025, respectively, compared to $28 million and $68 million in the three and six months ended March 31, 2024, respectively.
Income before Income Taxes
Income before income taxes was $299 million and $512 million in the three and six months ended March 31, 2025, respectively, compared to $310 million and $570 million in the three and six months ended March 31, 2024, respectively. The decrease in the six months ended March 31, 2025, was primarily due to lower segment operating earnings.
Total segment operating earnings increased 1 percent year over year in the three months ended March 31, 2025, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by higher compensation and lower sales volume. Total segment operating earnings decreased 4 percent year over year in the six months ended March 31, 2025, primarily due to lower sales volume and higher compensation, partially offset by the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs.
30
Income Taxes
The effective tax rate for the three months ended March 31, 2025, was 17.1 percent, compared to 14.5 percent for the three months ended March 31, 2024. Our adjusted effective tax rate for the three months ended March 31, 2025, was 17.7 percent, compared to 14.8 percent for the three months ended March 31, 2024. The increase in both the effective tax rate and the adjusted effective tax rate was primarily due to lower discrete benefits in the current year.
The effective tax rate for the six months ended March 31, 2025, was 16.8 percent, compared to 16.1 percent for the six months ended March 31, 2024. Our adjusted effective tax rate for the six months ended March 31, 2025, was 17.6 percent, compared to 16.2 percent for the six months ended March 31, 2024. The increase in both the effective tax rate and the adjusted effective tax rate was primarily due to lower discrete benefits in the current year.
In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid.
Diluted EPS and Adjusted EPS
2025 second quarter Net income attributable to Rockwell Automation was $252 million or $2.22 per share, compared to $266 million or $2.31 per share in the second quarter of 2024. 2025 second quarter adjusted EPS was $2.45, down 2 percent compared to $2.50 in the second quarter of 2024.
Net income attributable to Rockwell Automation was $436 million or $3.83 per share in the six months ended March 31, 2025, compared to $481 million or $4.17 per share in the six months ended March 31, 2024. The decreases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to lower sales volume. Adjusted EPS was $4.29 in the six months ended March 31, 2025, down 6 percent compared to $4.54 in the six months ended March 31, 2024, primarily due to lower sales volume.
Intelligent Devices
Sales
Intelligent Devices sales decreased 8 percent and 10 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 6 percent and 9 percent year over year in the three and six months ended March 31, 2025, respectively. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three and six months ended March 31, 2025, reported and organic sales decreased in all regions.
Segment Operating Margin
Intelligent Devices segment operating earnings decreased 1 percent year over year in the three months ended March 31, 2025. Segment operating margin increased to 18 percent in the three months ended March 31, 2025, from 17 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions, the positive impact of price realization exceeding input costs, and favorable mix, partially offset by higher compensation and lower sales volume.
Intelligent Devices segment operating earnings decreased 10 percent year over year in the six months ended March 31, 2025. Segment operating margin was 16 percent in both the six months ended March 31, 2025 and 2024.
31
Software & Control
Sales
Software & Control sales decreased less than one percent and 6 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales increased 2 percent year over year in the three months ended March 31, 2025. Organic sales decreased 5 percent year over year in the six months ended March 31, 2025. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three and six months ended March 31, 2025, reported and organic sales decreased in all regions except for North America.
Segment Operating Margin
Software & Control segment operating earnings increased 17 percent year over year in the three months ended March 31, 2025. Segment operating margin increased to 30 percent in the three months ended March 31, 2025, from 26 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by higher compensation.
Software & Control segment operating earnings increased 2 percent year over year in the six months ended March 31, 2025. Segment operating margin increased to 28 percent in the six months ended March 31, 2025, from 25 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by lower sales volume.
Lifecycle Services
Sales
Lifecycle Services sales decreased 8 percent and 2 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 6 percent and 1 percent year over year in the three and six months ended March 31, 2025, respectively. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three months ended March 31, 2025, reported and organic sales decreased in all regions. For the six months ended March 31, 2025, reported sales increased in all regions except Europe, Middle East, and Africa and Latin America. For the six months ended March 31, 2025, organic sales increased in all regions except Latin America.
Segment Operating Margin
Lifecycle Services segment operating earnings decreased 20 percent year over year in the three months ended March 31, 2025. Segment operating margin decreased to 15 percent in the three months ended March 31, 2025, from 17 percent in the same period a year ago, primarily due to higher compensation and lower sales volume, partially offset by the benefits from cost reduction and margin expansion actions and strong project execution.
Lifecycle Services segment operating earnings decreased 3 percent year over year in the six months ended March 31, 2025. Segment operating margin was 14 percent in both the six months ended March 31, 2025 and 2024.
32
Supplemental Segment Information
Purchase accounting depreciation and amortization 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
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Purchase accounting depreciation and amortization | |||||||||||||||||||||||
| Intelligent Devices | $ | 10 | $ | 11 | $ | 19 | $ | 20 | |||||||||||||||
| Software & Control | 16 | 17 | 33 | 34 | |||||||||||||||||||
| Lifecycle Services | 10 | 10 | 19 | 19 | |||||||||||||||||||
| Non-operating pension and postretirement benefit credit | |||||||||||||||||||||||
| Intelligent Devices | $ | — | $ | (2) | $ | — | $ | (4) | |||||||||||||||
| Software & Control | — | (2) | — | (4) | |||||||||||||||||||
| Lifecycle Services | — | (2) | (1) | (5) | |||||||||||||||||||
33
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, purchase accounting depreciation and amortization attributable to Rockwell Automation, and change in fair value of investments, including their respective tax effects. Non-operating pension and postretirement benefit credit is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 10 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.
We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net Income attributable to Rockwell Automation, diluted EPS, and effective tax rate.
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
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to Rockwell Automation | $ | 252 | $ | 266 | $ | 436 | $ | 481 | |||||||||||||||
| Non-operating pension and postretirement benefit credit | — | (5) | — | (10) | |||||||||||||||||||
| Tax effect of non-operating pension and postretirement benefit credit | — | 1 | — | 2 | |||||||||||||||||||
| Purchase accounting depreciation and amortization attributable to Rockwell Automation | 32 | 34 | 65 | 67 | |||||||||||||||||||
| Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation | (7) | (5) | (15) | (11) | |||||||||||||||||||
| Change in fair value of investments | 3 | (3) | 3 | (6) | |||||||||||||||||||
| Tax effect of change in fair value of investments | (1) | — | (1) | 1 | |||||||||||||||||||
| Adjusted income | $ | 279 | $ | 288 | $ | 488 | $ | 524 | |||||||||||||||
| Diluted EPS | $ | 2.22 | $ | 2.31 | $ | 3.83 | $ | 4.17 | |||||||||||||||
| Non-operating pension and postretirement benefit credit | — | (0.04) | — | (0.09) | |||||||||||||||||||
| Tax effect of non-operating pension and postretirement benefit credit | — | 0.01 | — | 0.02 | |||||||||||||||||||
| Purchase accounting depreciation and amortization attributable to Rockwell Automation | 0.27 | 0.29 | 0.57 | 0.58 | |||||||||||||||||||
| Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation | (0.06) | (0.05) | (0.13) | (0.10) | |||||||||||||||||||
| Change in fair value of investments | 0.03 | (0.02) | 0.03 | (0.05) | |||||||||||||||||||
| Tax effect of change in fair value of investments | (0.01) | — | (0.01) | 0.01 | |||||||||||||||||||
| Adjusted EPS | $ | 2.45 | $ | 2.50 | $ | 4.29 | $ | 4.54 | |||||||||||||||
| Effective tax rate | 17.1 | % | 14.5 | % | 16.8 | % | 16.1 | % | |||||||||||||||
| Tax effect of non-operating pension and postretirement benefit credit | — | % | (0.1) | % | — | % | — | % | |||||||||||||||
| Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation | 0.5 | % | 0.3 | % | 0.7 | % | 0.1 | % | |||||||||||||||
| Tax effect of change in fair value of investments | 0.1 | % | 0.1 | % | 0.1 | % | — | % | |||||||||||||||
| Adjusted effective tax rate | 17.7 | % | 14.8 | % | 17.6 | % | 16.2 | % | |||||||||||||||
34
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):
|
Six Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by (used for) | |||||||||||
| Operating activities | $ | 563 | $ | 153 | |||||||
| Investing activities | (122) | (876) | |||||||||
| Financing activities | (445) | 109 | |||||||||
| Effect of exchange rate changes on cash | (17) | 5 | |||||||||
| Decrease in cash and cash equivalents | $ | (21) | $ | (609) | |||||||
The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):
|
Six Months Ended
March 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by operating activities | $ | 563 | $ | 153 | |||||||
| Capital expenditures | (99) | (119) | |||||||||
| Free cash flow | $ | 464 | $ | 34 | |||||||
Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations, if any. Operating, investing, and financing cash flows of our discontinued operations, if any, are presented separately in our Consolidated Statement of Cash Flows. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.
Cash provided by operating activities was $563 million for the six months ended March 31, 2025, compared to $153 million for the six months ended March 31, 2024. Free cash flow was $464 million for the six months ended March 31, 2025, compared to $34 million for the six months ended March 31, 2024. The year over year increases in cash provided by operating activities and free cash flow were primarily due to no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance.
Our Short-term debt as of March 31, 2025, included commercial paper borrowings of $996 million, with a weighted average interest rate of 4.57 percent, and a weighted average maturity period of 31 days. Our Short-term debt as of September 30, 2024, included commercial paper borrowings of $657 million, with a weighted average interest rate of 5.14 percent, and a weighted average maturity period of 24 days. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of March 31, 2025, and September 30, 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.32 percent and 6.17 percent, respectively. Also included in Short-term debt as of March 31, 2025, and September 30, 2024, was $42 million of interest-bearing loans from SLB to Sensia. In April 2025, the loans were extended to October 15, 2026, and $14 million of new interest-bearing loans from SLB to Sensia were entered into and are due July 2025.
We repurchased approximately 0.8 million shares of our common stock under our share repurchase program in the first six months of 2025. The total cost of these shares was $228 million, of which $3 million was recorded in Accounts payable at March 31, 2025, related to shares that did not settle until April 2025. At September 30, 2024, there were no significant outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 1.1 million shares of our common stock under our share repurchase program in the first six months of 2024. The total cost of these shares was $315 million, of which $2 million was recorded in Accounts payable at March 31, 2024, related to shares that did not settle until April 2024. Our decision to repurchase shares in the remainder of 2025 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. On May 2, 2022, and September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. At March 31, 2025, we had approximately $1,119 million 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.
35
We expect future uses of cash to include working capital requirements, capital expenditures, dividends to shareowners, repurchases of common stock, repayments of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect 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 March 31, 2025, 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 Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.
In June 2022, we replaced our former $1.25 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in June 2027. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the periods ended March 31, 2025, or September 30, 2024. Borrowings under this credit facility bear interest based on short-term money market rates in effect during the period the borrowings are outstanding. 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 (as defined in the facility) 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 $246 million at March 31, 2025, were available to non-U.S. subsidiaries, of which, approximately $33 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at March 31, 2025, and September 30, 2024, were not significant. We were in compliance with all covenants under our credit facilities at March 31, 2025, and September 30, 2024. 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 May 7, 2025:
| 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.
36
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. There were no open net investment hedges for the six months ended March 31, 2025, or September 30, 2024. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are usually 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 both the three and six months ended March 31, 2025, we reclassified $7 million in pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the three and six months ended March 31, 2024, we reclassified $5 million and $13 million, respectively, in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of March 31, 2025, we expect that approximately $6 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, 2024. We believe that at March 31, 2025, there has been no material change to this information.
37
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):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Reported Sales |
Less: Effect of
Acquisitions |
Effect of
Changes in Currency |
Organic Sales | Reported Sales | |||||||||||||||||||||||||
| North America | $ | 1,288 | $ | — | $ | (7) | $ | 1,295 | $ | 1,294 | |||||||||||||||||||
| Europe, Middle East, and Africa | 358 | — | (9) | 367 | 399 | ||||||||||||||||||||||||
| Asia Pacific | 227 | — | (7) | 234 | 270 | ||||||||||||||||||||||||
| Latin America | 128 | — | (16) | 144 | 163 | ||||||||||||||||||||||||
| Total Company Sales | $ | 2,001 | $ | — | $ | (39) | $ | 2,040 | $ | 2,126 | |||||||||||||||||||
| Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Reported Sales |
Less: Effect of
Acquisitions |
Effect of
Changes in Currency |
Organic Sales | Reported Sales | |||||||||||||||||||||||||
| North America | $ | 2,438 | $ | 2 | $ | (10) | $ | 2,446 | $ | 2,541 | |||||||||||||||||||
| Europe, Middle East, and Africa | 690 | — | (10) | 700 | 787 | ||||||||||||||||||||||||
| Asia Pacific | 478 | — | (7) | 485 | 546 | ||||||||||||||||||||||||
| Latin America | 276 | — | (30) | 306 | 304 | ||||||||||||||||||||||||
| Total Company Sales | $ | 3,882 | $ | 2 | $ | (57) | $ | 3,937 | $ | 4,178 | |||||||||||||||||||
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The following is a reconciliation of reported sales to organic sales by operating segment (in millions):
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Reported Sales |
Less: Effect of
Acquisitions |
Effect of
Changes in Currency |
Organic Sales | Reported Sales | |||||||||||||||||||||||||
| Intelligent Devices | $ | 896 | $ | — | $ | (18) | $ | 914 | $ | 974 | |||||||||||||||||||
| Software & Control | 568 | — | (11) | 579 | 569 | ||||||||||||||||||||||||
| Lifecycle Services | 537 | — | (10) | 547 | 583 | ||||||||||||||||||||||||
| Total Company Sales | $ | 2,001 | $ | — | $ | (39) | $ | 2,040 | $ | 2,126 | |||||||||||||||||||
| Six Months Ended March 31, 2025 | Six Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Reported Sales |
Less: Effect of
Acquisitions |
Effect of
Changes in Currency |
Organic Sales | Reported Sales | |||||||||||||||||||||||||
| Intelligent Devices | $ | 1,702 | $ | — | $ | (28) | $ | 1,730 | $ | 1,901 | |||||||||||||||||||
| Software & Control | 1,097 | — | (16) | 1,113 | 1,173 | ||||||||||||||||||||||||
| Lifecycle Services | 1,083 | 2 | (13) | 1,094 | 1,104 | ||||||||||||||||||||||||
| Total Company Sales | $ | 3,882 | $ | 2 | $ | (57) | $ | 3,937 | $ | 4,178 | |||||||||||||||||||
39
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, 2024. We believe that at March 31, 2025, 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, 2024. We believe that at March 31, 2025, 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, 2024. We believe that at March 31, 2025, 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.
40
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, 2024. We believe that at March 31, 2025, 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, 2024. We believe that at May 7, 2025, there has been no material change to this information, except as updated in our Quarterly Report on Form 10-Q filed February 10, 2025, which update is noted below.
Our profitability and market competitiveness may be adversely impacted by changes in trade policies, including tariffs or other factors.
Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect our cost structure and profitability. If tariffs on imported materials, components, or finished goods increase, our manufacturing and supply chain costs may rise. Furthermore, changes to trade policies, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, adversely affecting our business and financial results. While we take steps to mitigate or avoid these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints, especially in the short term. In addition, our ability to recover cost increases and maintain profitability levels through price adjustments may be limited by competitive pressures, customer acceptance, and contractual limitations.
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 March 31, 2025:
| Period |
Total Number of Shares Purchased
(1)
|
Average Price Paid Per Share
(2)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(3)
|
||||||||||||||||||||||
| January 1-31, 2025 | 147,029 | $ | 281.90 | 147,029 | $ | 1,205,897,454 | ||||||||||||||||||||
| February 1-28, 2025 | 119,424 | 284.80 | 119,111 | 1,171,979,031 | ||||||||||||||||||||||
| March 1-31, 2025 | 201,395 | 264.97 | 201,395 | 1,118,615,185 | ||||||||||||||||||||||
| Total | 467,848 | $ | 275.35 | 467,535 | ||||||||||||||||||||||
(1)
All of the shares purchased during the quarter ended March 31, 2025, were acquired pursuant to the repurchase programs described in (3) below, except for 313 shares that were acquired in February 2025 in connection with stock swap exercises of employee stock options.
(2)
Average price paid per share includes brokerage commissions.
(3)
On May 2, 2022, and September 11, 2024, 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.
41
Item 5.
Other Information
During the quarter ended March 31, 2025, no director or officer of the Company
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
42
Item 6
. Exhibits
(a) Exhibits:
| — | ||||||||||||||
| — | ||||||||||||||
| — | ||||||||||||||
| — | ||||||||||||||
| — | ||||||||||||||
| Exhibit 101 | — | Interactive Data Files. | ||||||||||||
| Exhibit 104 | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||||
43
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.
|
ROCKWELL AUTOMATION, INC.
(Registrant)
|
|||||||||||||||||
| Date: | May 7, 2025 | By |
/s/
CHRISTIAN E. ROTHE
|
||||||||||||||
|
Christian E. Rothe
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|||||||||||||||||
| Date: | May 7, 2025 | By |
/s/
TERRY L. RIESTERER
|
||||||||||||||
|
Terry L. Riesterer
Vice President and Controller (Principal Accounting Officer) |
|||||||||||||||||
44
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint