AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Integrated offerings, recurring support and intellectual property establish capabilities, but not a demonstrated barrier to substitution or replication.
durability · — · No demonstrated duration of customer lock-in or sustained competitive differentiation is supplied. Management's installed-base assertion does not resolve this gap.
customer dependency · — · Production-related products and recurring contracts suggest possible dependency, but replacement difficulty and customer-level persistence remain unestablished.
erosion resilience · — · Growth and pricing achievements coexist with services contraction and price-cost pressure. These results cannot establish resilience of an unidentified structural advantage.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 2/4 · Pricing added approximately three percentage points to 2025 sales, following favorable 2024 realization. Early-2026 price-cost performance was positive, including productivity, but June-quarter input costs exceeded realization. Demonstrated pricing ability is therefore mixed.
retention · 2/4 · Assessed indirectly: annually recurring support and organic ARR growth of 14% in 2024 and 8% in 2025 support continuing demand. Services organic contraction tempers this evidence. Neither ARR growth nor aggregate sales establishes a renewal rate or customer defections.
margin resilience · 2/4 · Margins improved in early 2026 and remained supported by volume, mix and productivity over nine months. However, 2024 earnings fell despite favorable pricing, and June-quarter input inflation exceeded realization. Recovery is demonstrated, but protection across demand and cost cycles is mixed.
contractual freedom · — · Actual price realization demonstrates implemented increases, but does not reveal contractual repricing rights. The stated possibility of contractual limitations supplies no operative terms with which to assess freedom.
Predictability89
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 9.72
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.63
Financial strength67
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 80.37
- netDebtEbitGrade
- 67.63
- interestCoverageGrade
- 90.15
- currentRatioGrade
- 30.82
- Debt / FCF (x)
- 2.37
- Net debt / operating income (x)
- 1.62
- Interest coverage (x)
- 10.92
- Current ratio (x)
- 1.14
Capital allocation100
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 27.77
- 3-year average dilution (%)
- -0.93
- 3-year average SBC / revenue (%)
- 1.07
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash rose from $864 million to $1,544 million in 2025 while capital spending fell from $225 million to $186 million, although cash improvement partly reflected tax and incentive timing. Sensia impairments and failed expectations offset this progress. Nine-month 2026 repurchases of $755 million and dividends of $618 million accompanied higher short-term debt; buyback value creation is unproven.
incentive alignment · 3/4 · Actual 2025 performance-share grants use three-year relative TSR with continued-employment conditions, and existing plans prohibit option repricing. No incentive compensation was paid for fiscal 2024 performance, while fiscal 2025 performance generated a subsequent payout. Ownership requirements and hedging restrictions add support; actual ownership compliance and exceptional long-term alignment are unverified.
execution · 2/4 · Assessed from operating outcomes: 2026 organic growth, productivity and project execution demonstrate recovery. Sensia's failure to meet expectations and continuing services organic contraction make the broader record mixed. Its completed dissolution is a corrective action, not proof that the original investment succeeded.
governance · 3/4 · Disclosed structures include 10 independent directors out of 11, fully independent committees, independent sessions, shareholder special-meeting rights and recoupment arrangements. A lead independent director counterbalances the combined CEO-chair role. These are substantive safeguards, without proof of exceptional oversight outcomes.
Evidence
Our products include programmable automation controllers, design, visualization and simulation software, human machine interface products, industrial computers, machine and process safety products, industrial networks, and security products.
Business portfolio / automation controls and software · Filed 12/11/2025
Lifecycle Services The Lifecycle Services operating segment contains a complete portfolio of professionally delivered services and annually recurring managed support contracts.
Lifecycle Services / annually recurring managed support contracts · Filed 12/11/2025
This includes: •consulting services including cybersecurity and digital transformation strategy and design; •professional services including global automation and information program and project management and delivery capabilities; •connected services including operational technology/plant network, cloud, predictive/prescriptive analytics, remote support, and managed services; •field services including asset management, on-site support, and safety; •workforce services including instructor-led and virtual training, learning, and enablement; •industrial automation and information solutions and custom-engineered systems that incorporate our own and third-party hardware and software products; and •Sensia Joint Venture, which exclusively serves the oil, gas, and petrochemical industry through a combination of connected products and digital automation services and solutions.
Lifecycle Services / support, training and systems offerings · Filed 12/11/2025
ROCKWELL ORGANIC ARR GROWTH Year Ended September 30, 2025 Year Ended September 30, 2024 Organic ARR growth 8% 14% FREE CASH FLOW, FREE CASH FLOW FOR ICP, AND FREE CASH FLOW CONVERSION Our definition of free cash flow and free cash flow for ICP, which are non-GAAP financial measures, take into consideration capital investments required to maintain the operations of our business and execute our strategy.
Supplemental financial information / 2025 and 2024 organic ARR growth · Filed 22/12/2025
Lifecycle Services reported and organic sales decreased 3 percent in 2025 compared to 2024.
2025 MD&A / Lifecycle Services sales · Filed 12/11/2025
Organic sales decreased 2 percent and 3 percent year over year in the three and nine months ended June 30, 2026, respectively.
2026 third-quarter MD&A / Lifecycle Services organic sales · Filed 04/08/2026
Sales to our two largest distributors, which are attributable to all three segments, were approximately 20 percent of our total sales for the three and nine months ended June 30, 2026 and 2025.
Segment disclosures / distributor concentration · Filed 04/08/2026
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.
Risk factors / constraints on cost recovery through pricing · Filed 12/11/2025
We own or license numerous patents and patent applications related to our hardware and software products, solutions, and services.
Business / patents and licenses · Filed 12/11/2025
While in the aggregate our patents and licenses are important in the operation of our business, we do not believe that loss or termination of any one of them would materially affect our business or financial condition.
Business / importance and diversification of patents and licenses · Filed 12/11/2025
The Company’s name and its registered trademark “Rockwell Automation®” and other trademarks such as “Allen-Bradley®”, “A-B®”, “PlantPAx® Process Automation System™”, and “Connected Enterprise®” are important to all of our business segments.
Business / automation trademarks · Filed 12/11/2025
a greater rate to Rockwell, as we have the largest installed base, the best partners, the highest share, and the deepest
CEO letter / management's installed-base and share assertions · Filed 22/12/2025
We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025.
Note 3 / Sensia intangible-asset impairment · Filed 12/11/2025
As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations.
Note 3 / Sensia goodwill impairment · Filed 12/11/2025
Dissolution of the Sensia Joint Venture During the fourth quarter of fiscal 2025, as a result of the historical financial performance of the Sensia joint venture not achieving expectations, a strategic review by the partners resulted in a decision to pursue a dissolution.
Accounting notes / Sensia performance below expectations · Filed 04/08/2026
Pricing increased total company sales by approximately 3 percentage points year over year, realized in the Intelligent Devices and Software & Control segments.
2025 MD&A / realized pricing contribution · Filed 12/11/2025
Volume decreased total company sales by approximately 2 percentage points year over year driven by the Intelligent Devices segment.
2025 MD&A / volume decline · Filed 12/11/2025
Total segment operating earnings decreased to $1,595.3 million from $1,929.8 million in 2023, primarily due to lower sales volume and unfavorable mix, partially offset by lower incentive compensation and the positive impact of price realization exceeding input costs.
2024 MD&A / earnings decline and price realization exceeding input costs · Filed 12/11/2024
For both the three and six months ended March 31, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.
2026 second-quarter MD&A / realized pricing, productivity and margins · Filed 05/05/2026
For the three months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and the margin benefit of the Sensia joint venture dissolution, partially offset by negative impacts of input costs exceeding price realization.
2026 third-quarter MD&A / input costs exceeding price realization · Filed 04/08/2026
Organic sales increased 10 percent and 9 percent year over year in the three and nine months ended June 30, 2026, respectively.
2026 third-quarter MD&A / quarterly and nine-month organic sales growth · Filed 04/08/2026
Cash provided by operating activities was $1,544 million for the year ended September 30, 2025, compared to $864 million for the year ended September 30, 2024.
Financial condition / operating cash generation · Filed 12/11/2025
The year-over-year increases in cash provided by operating activities and free cash flow were primarily due to cost reduction and other margin expansion initiatives, no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance, and lower tax payments, partially offset by a voluntary pre-tax contribution of $70 million to the company's U.S.
Financial condition / drivers of cash-flow improvement · Filed 12/11/2025
89 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables summarize the identifiable assets at September 30, 2025, 2024, and 2023, and the provision for depreciation and amortization and the amount of capital expenditures for property for the years then ended, for each of the reportable segments and Corporate (in millions): 2025 2024 2023 Identifiable assets Intelligent Devices $ 3,177 $ 2,798 $ 2,676 Software & Control 3,795 4,293 4,241 Lifecycle Services 1,897 2,036 1,836 Corporate 2,350 2,105 2,551 Total $ 11,219 $ 11,232 $ 11,304 Depreciation and amortization Intelligent Devices $ 62 $ 58 $ 50 Software & Control 74 68 56 Lifecycle Services 43 43 35 Corporate 5 4 2 Total 184 173 143 Purchase accounting depreciation and amortization 141 144 107 Total $ 325 $ 317 $ 250 Capital expenditures for property Intelligent Devices $ 81 $ 75 $ 61 Software & Control 47 67 40 Lifecycle Services 38 53 24 Corporate 20 30 36 Total $ 186 $ 225 $ 161 Identifiable assets at Corporate consist principally of cash, net deferred income tax assets, prepaid pension, and property.
Segment notes / actual capital expenditures · Filed 12/11/2025
Noncontrolling interests Total shareowners' equity Balance at September 30, 2025 $ 141 $ 2,283 $ 5,422 $ (657) $ (3,535) $ 3,654 $ 57 $ 3,711 Net income (loss) — — 1,063 — — 1,063 (2) 1,061 Other comprehensive loss — — — (12) — (12) — (12) Common stock issued (including share-based compensation impact) — 81 — — 81 162 — 162 Share repurchases — — — — (755) (755) — (755) Retirement of treasury shares — — — — — — — — Cash dividends declared (1) — — (618) — — (618) — (618) Dissolution of Sensia — — — — — — (53) (53) Balance at June 30, 2026 $ 141 $ 2,364 $ 5,867 $ (669) $ (4,209) $ 3,494 $ 2 $ 3,496 Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Common stock in treasury, at cost Total attributable to Rockwell Automation, Inc.
Statement of shareowners' equity / issuance, repurchases and dividends · Filed 04/08/2026
CONSOLIDATED BALANCE SHEET (Unaudited) (in millions, except per share amounts) June 30, 2026 September 30, 2025 ASSETS Current assets Cash and cash equivalents $ 479 $ 468 Receivables 1,937 1,931 Inventories 1,243 1,247 Other current assets 289 265 Total current assets 3,948 3,911 Property, net of accumulated depreciation of $2,050 and $1,997, respectively 839 797 Operating lease right-of-use assets 346 403 Goodwill 3,814 3,839 Other intangible assets, net 710 864 Deferred income taxes 620 596 Other assets 814 809 Total $ 11,091 $ 11,219 LIABILITIES AND SHAREOWNERS’ EQUITY Current liabilities Short-term debt $ 686 $ 608 Current portion of long-term debt 2 2 Accounts payable 935 930 Compensation and benefits 395 432 Contract liabilities 651 621 Customer returns, rebates and incentives 383 347 Other current liabilities 620 505 Total current liabilities 3,672 3,445 Long-term debt 2,570 2,614 Retirement benefits 406 406 Operating lease liabilities 268 329 Other liabilities 679 714 Commitments and contingent liabilities (Note 12) Shareowners’ equity Common stock ($1.00 par value, shares issued: 141.4) 141 141 Additional paid-in capital 2,364 2,283 Retained earnings 5,867 5,422 Accumulated other comprehensive loss (669) (657) Common stock in treasury, at cost (shares held: 30.3 and 29.0, respectively) (4,209) (3,535) Shareowners’ equity attributable to Rockwell Automation, Inc.
Consolidated balance sheet / cash and debt · Filed 04/08/2026
The payout in respect of these performance shares will be made in shares of our common stock and/or cash in an amount determined based on the TSR of our common stock, assuming reinvestment of all dividends, compared to the performance of companies in the S&P 500 Selected GICS Groups (Capital Goods, Software & Services, Technology, Hardware & Equipment) for the period from October 1, 2024 to September 30, 2027, if the individual continues as an employee until the third anniversary of the grant date (subject to provisions relating to the grantee’s death, disability, retirement, or a change of control of the Company).
Executive compensation / actual fiscal 2025 performance-share award terms · Filed 22/12/2025
We do not reprice stock options, and it is prohibited by our long-term incentive plan.
Executive compensation / existing prohibition on option repricing · Filed 22/12/2025
The year over year increases in cash provided by operating activities and free cash flow were primarily due to higher pre-tax income, partially offset by the payout of incentive compensation in fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, as well as increases in working capital.
Financial condition / actual incentive payout outcomes · Filed 04/08/2026
See page 23 BOARD AND GOVERNANCE HIGHLIGHTS Board Independence/Structure ● 10 of our 11 Board members are independent ● Lead Independent Director ● Committees are fully independent ● Director term limits and mandatory retirement policy ● Balanced director tenure with 5 directors with 6 years or less of service ● Balanced director age with 5 directors who are 60 years old or younger ● Diverse Board Board Performance ● Annual Board, committee, and individual director evaluations ● Effective shareowner outreach and engagement practices ● Regular Board refreshment ● Focus on management development and succession planning ● No employment agreements with NEOs Board and Committee Practices ● Oversight of strategy and risk management ● Stock ownership requirements for officers and directors ● No hedging and restrictions on pledging ● Executive Board sessions without the presence of management ● Recoupment policy and clawback agreements Shareowner Rights ● Proxy access to shareowners ● No multiple voting rights, enhanced voting rights, or non-voting shares ● Shareholder rights to call special meetings ● Plurality vote with director resignation for failure to receive a majority of votes cast in uncontested elections This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (our Board) of proxies to be used at the Annual Meeting of Shareowners of Rockwell Automation on February 10, 2026 (the Annual Meeting) and at any adjournment of the Annual Meeting.
Proxy summary / existing board independence, ownership requirements and shareholder rights · Filed 22/12/2025
BLAKE D. MORET JAMES P. KEANE Chairman since 2018 Lead Independent Director since 2023 ● Provides strategic vision for the Company as Chairman and CEO ● Establishes the agenda for Board meetings ● Presides at meetings of the Board ● Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on matters of corporate governance ● Consults with the Board Composition and Corporate Governance Committee on Committee composition ● Acts as Chairman of and presides at meetings of shareowners ● Calls special meetings of the Board ● Consults with the Board Composition and Corporate Governance Committee on leadership structure of the Board ● Does not serve on any Committees but attends all Committee meetings ● Works to ensure the Board functions with appropriate independence from management ● Acts as a key liaison between the Chairman and the independent directors ● Communicates Board feedback to the Chairman after each Board meeting ● Collaborates with the Chairman to develop Board meeting agendas ● Collaborates with the Compensation and Talent Management Committee to conduct the annual evaluation of the performance of the Chairman and CEO ● Collaborates with the Chairman and Board Composition and Corporate Governance Committee on matters related to Board effectiveness ● Presides at independent director sessions of the Board ● Presides at Board meetings if the Chairman is not present ● Calls meetings of the independent directors when necessary ● Does not serve on any Committees but attends all Committee meetings INDEPENDENT DIRECTOR SESSIONS The independent directors meet in executive session without any officer or member of management present in conjunction with regular meetings of the Board and each Committee.
Corporate governance / combined CEO-chair role and independent oversight · Filed 22/12/2025
Three and Nine Months Ended June 30, 2026, Compared to Three and Nine Months Ended June 30, 2025 Sales On April 1, the Company completed the dissolution of the Sensia joint venture, which included divestiture of certain businesses to the joint venture partner.
2026 third-quarter MD&A / completed Sensia dissolution · Filed 04/08/2026
For the nine months ended June 30, 2026, pre-tax margin and Enterprise operating margin increased primarily due to higher sales volume, favorable mix, and productivity, partially offset by higher compensation.
2026 nine-month MD&A / operating improvement drivers · Filed 04/08/2026
Segment operating margin increased to 15.1 percent in the three months ended June 30, 2026, from 13.3 percent in the same period a year ago, primarily due to strong project execution and the margin benefit from the Sensia joint venture dissolution, partially offset by lower sales volume.
Lifecycle Services / project execution and dissolution benefits · Filed 04/08/2026
