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

Results of Operations

Non-GAAP Measures

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

Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by: •investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;•investments in basic materials production capacity, which may be related to commodity pricing levels;•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;•our customers’ needs to continuously improve quality, safety, and sustainability;•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;•levels of global industrial production and capacity utilization;•regional factors that include local political, social, regulatory, and economic circumstances; and•the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation. Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and AI, energy transition and sustainability, shifting demographics, and an increased need for resiliency. Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;•continue double-digit growth in annual recurring revenue;•add 1% average annual growth from acquisitions; and•deliver profitable growth within a disciplined financial framework.

Sustainability

Our 2024 Sustainability Report highlights our sustainability strategy and outcomes. Our sustainability priorities are focused on three outcomes:•Sustainable Customers - enable our customers to achieve their own sustainability goals, making a positive impact on the world;•Sustainable Company - create innovative, sustainable products and solutions and foster a culture that empowers employees to operate safely, sustainably, and responsibly; and •Sustainable Communities - support the communities in which we live and work, having an impact that extends beyond our own organization.We will meet our customers where they are on their sustainability journey. Whether they are just starting or leading the way, we help them translate insights into impacts across energy, water, and waste. Our technologies provide data transparency across value chains and enable our partners to scale innovative and often industry-first sustainable solutions. •Energy - contemporary industrial energy management software solutions that put energy data in context to production data, to reduce energy use across the value chain.•Water - smart water solutions leverage modern software and analytics to improve operations visibility, system reliability, and worker productivity while supporting security needs and meeting regulatory obligations. •Waste - enabling the circular economy for managing automation assets. Focus on developing solutions to automate industry-specific processes.

Differentiation through Technology Innovation and Domain Expertise

We have an industry leading portfolio of hardware, software, and services to give customers the flexibility to choose on-premises, edge, and cloud-native solutions. Our integrated control and information architecture, with Logix at its core, is an important differentiator. We are the only automation provider that can support many production disciplines, including discrete, process, batch, safety, security, motion, robotics, and power control, in a single hardware and software environment, helping customers increase the speed of deployment and reduce their total cost of ownership. Our open architecture and strong partner ecosystem allow customers to work with best-in-class partners across the technology stack and leverage existing infrastructure with new solutions. Complementing our strong technology differentiation is our own domain expertise. Domain expertise refers to the industry and application knowledge required to deliver solutions and services that support customers through the entire lifecycle of their automation investment. The combination of industry-specific domain expertise of our people with our innovative technologies enables us to help our customers automate and transform their manufacturing processes and solve their business challenges. Our digital services business has a deep understanding of customers’ biggest digital transformation challenges and opportunities for further productivity and growth.

Market Access and Expansion

Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to approximately $120 billion. With our focus on innovation and growth, we expect to continue to expand our addressed market over our long-term planning horizon. All of our markets are expected to grow over our long-term planning horizon. Our domestic market projections reflect the opportunity to localize our customers’ supply chain and production operations. Our international market projections reflect higher levels of infrastructure investment and the growing middle-class population. We believe that increased demand for consumer products in our addressed markets will lead to manufacturing investment and provide us with additional growth opportunities in the future.We have developed a powerful partner ecosystem that acts as an amplifier to our internal capabilities and enables us to serve our customers’ evolving needs around the world. In most countries, our direct sales force works with Original Equipment Manufacturers (OEMs) or machine builders, system integrators, technology partners, and end users in conjunction with independent distributors. Approximately 65 percent of our global sales are transacted through independent distributors. Sales to our two largest distributors in 2025, 2024, and 2023, which are attributable to all three segments, were approximately 20 percent of our total sales. Machine builders continue to represent an important growth opportunity. To remain competitive, machine builders need to find the optimal balance of machine cost and performance while reducing their time to market. Our scalable technology, leading design productivity tools, and recent acquisitions support machine builders in addressing these business needs.

Acquisitions and Investments

Our acquisition and investment strategy focuses on hardware and software products, solutions, and services that will be catalytic to the organic growth of our core offerings.Our key priorities for inorganic investments include:•industrial AI applications;•market access in Europe and Asia; and•product portfolio expansion. In addition, we make venture investments that enable access to leading-edge and complementary technologies aligned with our strategic priorities, accelerate internal development efforts, reduce time to market, and provide insights into disruptive technologies.We believe these acquisitions and venture investments will help our served market and deliver value to our customers. See Note 4 in the Consolidated Financial Statements for additional information on our recent acquisitions.

Attracting, Developing, and Retaining Highly Qualified Employees

Our talent management practices are focused on ensuring we can attract, develop, and retain the talent we need to deliver our business strategy. We work to deliver a cohesive and consistent experience throughout the employee lifecycle that aligns with our four culture principles:•Strengthen our commitment to integrity, diversity and inclusion;•Be willing to compare ourselves to the best alternatives;•Increase the speed of decision making;•Have a steady stream of fresh ideas.Our programs and processes are designed to enable and inspire great employees to do their best work and to make Rockwell Automation a place where the best want to be.There are several ways in which we attract, develop, and retain highly qualified employees, including:•We make the safety and health of our employees a top priority. We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to Rockwell Automation being a great place to work. In fiscal 2025, we achieved 0.24 recordable cases per 100 employees. •We capture and act upon employee feedback through our annual employee engagement survey. It measures several employee experience indicators and drivers and provides an overall employee engagement index (EEI) with external benchmark comparison. The latest survey, conducted in March 2025, showed a resilient EEI of 70 and a global inclusion index score of 74. Additionally, our intent to stay index was 71.•We invest in growth and development of our employees. As the pace of change increases, it is important we provide re-skilling and upskilling opportunities for our technical talent, along with soft skills and leadership development for all. We offer a portfolio of all employee, managerial, and leader training that spans on-demand, virtual, and live instructor-led formats. Our programs focus on basic as well as transformational skills. Furthermore, our culture is the foundation for everything we do, and it is built on integrity and a shared commitment to innovation and growth. As such, we take great care in ensuring our employees understand our culture and how to activate it through dedicated workshops during our new employee onboarding. In fiscal 2025, the majority of our employees completed one or more of our training programs representing approximately one million learning hours.•We offer employee assistance and work life benefits to all global employees. Our comprehensive benefits include healthcare benefits, disability and life insurance benefits, paid time off, and leave programs. Rockwell offers plans and resources to help employees meet future savings goals through defined benefit and retirement savings plans. We believe that face to face interaction is critical for our culture, innovation, people development, and engagement, and that flexible, virtual work arrangements help employees be more productive and engaged. During fiscal 2025, we saw strong participation in our Hybrid Workplace Program, which combines the values of both physical workspaces and virtual work options, both of which are important for attracting, retaining, and developing employees and facilitating innovation, engagement, and productivity. We offer flextime, remote work, and part-time arrangements whenever business conditions permit. We monitor employee retention and attrition rates by several factors. For non-manufacturing roles, we generally experienced flat attrition rates in fiscal 2025 as compared to fiscal 2024. For manufacturing roles, we experienced a significant reduction in attrition rates in fiscal 2025 as compared to fiscal 2024. We believe these rates are favorable to market trends experienced broadly across labor markets in fiscal 2025. We use attrition rate information to identify and address unfavorable trends to mitigate risk to our business. See Item 1A. Risk Factors for a discussion of risks relating to our inability to attract, develop, and retain highly qualified employees.At September 30, 2025, our employees, including those employed by consolidated subsidiaries, by region were approximately: [Table with ~5 rows, ~5 numbers, and 113 characters.] Our employees had the following global gender demographics based on voluntary disclosure: [Table with ~5 rows, ~11 numbers, and 168 characters.] Our U.S. employees had the following race and ethnicity demographics based on voluntary disclosure: [Table with ~5 rows, ~31 numbers, and 295 characters.]

U.S. Economic Trends

In 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.•The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.The table below depicts the trends in these indicators from fiscal 2023 to 2025. These figures are as of November 12, 2025, and are subject to revision by the issuing organizations. Through August, the IP Index did not significantly change from the third quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2025. [Table with ~15 rows, ~38 numbers, and 363 characters.] (1) The September 2025 Manufacturing IP Index has not been published as of November 12, 2025. The Manufacturing IP Index was 100.3 for the month ended August 2025.Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. September 2025 PPI has not been published as of November 12, 2025. Through August 2025, PPI growth did not significantly change from the third quarter of 2025. After observing double-digit PPI growth through most of 2022, we have now observed PPI growth in the low single digits for the last nine quarters. Producer prices remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.

Non-U.S. Economic Trends

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

Outlook

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

Backlog

Our total order backlog consists of (in millions): [Table with ~4 rows, ~11 numbers, and 132 characters.] See Note 2 in the Consolidated Financial Statements for additional information on the nature of our products and services and revenue recognition.

Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages): [Table with ~30 rows, ~92 numbers, and 1421 characters.] (1) See Note 20 in the Consolidated Financial Statements for the definition of segment operating earnings.(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies. (3) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation.(4) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

2025 Compared to 2024

Sales

Reported and organic sales in fiscal 2025 increased 1 percent compared to 2024, as currency had no material effect. Pricing increased total company sales by approximately 3 percentage points year over year, realized in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 2 percentage points year over year driven by the Intelligent Devices segment.The table below presents our sales for the year ended September 30, 2025, attributed to the geographic regions based upon country of destination, and the percentage change from the same period in 2024 (in millions, except percentages). [Table with ~5 rows, ~19 numbers, and 282 characters.] (1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

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

Purchase Accounting Depreciation and Amortization, and Impairment

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

Restructuring Charges

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

Legacy Asbestos and Environmental Charges

In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims, similar to how we account for indemnity costs. We recorded pre-tax expense in Other (expense) income in the Consolidated Statement of Operations of $136 million in the fourth quarter of 2025 ($103 million after tax or $0.91 per share), which includes charges for a change in accounting method of $91 million and indemnity accrual increase of $45 million. See Notes 1 and 17 in the Consolidated Financial Statements for more information. Amounts were previously recorded in Corporate and other. All periods have been recast to conform with current year presentation.

Income before Income Taxes

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

Income Taxes

The effective tax rate in 2025 was 18.3 percent compared to 13.8 percent in 2024. The increase in the effective tax rate is related to valuation allowances and tax effects from the non-cash impairment charge for the Sensia joint venture and higher discrete tax benefits in 2024 as compared to 2025. The Adjusted Effective Tax Rate in 2025 was 17.1 percent compared to 15.3 percent in 2024. The increase in the Adjusted Effective Tax Rate was primarily due to higher discrete tax benefits in 2024 as compared to 2025.See Note 16 in the Consolidated Financial Statements for a complete reconciliation of the United States statutory tax rate to the effective tax rate and additional information on tax events in 2025 and 2024 affecting each year’s respective tax rates.In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. In addition to BEPS Pillar Two, other items could also affect our effective tax rate, many of which are outside of our control,including:•changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;•changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;•changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;•changes to the financial accounting rules for income taxes;•the tax effects of acquisitions; and•the resolution and timing of issues arising from tax audits.On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (Tax Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2025 and others beginning in fiscal 2026 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have reflected the impact in our deferred balances for the year ended September 30, 2025, and will monitor future effects as new guidance emerges. Based on our evaluation of the guidance available to date we believe the provisions will have an overall neutral impact.

Net Loss Attributable to Noncontrolling Interests

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

Diluted EPS and Adjusted EPS

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

Intelligent Devices

Sales

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

Segment Operating Margin

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

Software & Control

Sales

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

Segment Operating Margin

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

Lifecycle Services

Sales

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

Segment Operating Margin

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

2024 Compared to 2023

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

Supplemental Segment Information

Purchase accounting depreciation and amortization, and impairment, non-operating pension and postretirement benefit (credit) cost, and restructuring charges are not allocated to our operating segments because these costs are excluded from our measurement of each segment’s operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions): [Table with ~12 rows, ~28 numbers, and 441 characters.]

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

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit cost (credit), purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation, net legacy asbestos and environmental charges, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects and related valuation allowances. In 2025, we updated the definition of our non-GAAP earnings measures to exclude net legacy asbestos and environmental charges. We believe the change to our definition provides a more useful presentation of our operating performance to investors as the charges are not reflective of our core operational performance and relate to products sold many years ago including products from divested businesses and environmental matters at previously owned properties. All previously reported amounts within this report have been recast to conform to this new definition. In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs and a related receivable for insurance recoveries for both known and unknown claims, similar to how we account for indemnity costs. See Notes 1 and 17 for more information related to our legacy asbestos claims and environmental matters.Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes a non-cash accounting charge related to goodwill and intangible asset impairment for the year ended September 30, 2025, and goodwill impairment for the year ended September 30, 2023, for the Sensia joint venture. See Note 3 in the Consolidated Financial Statements for more information on our goodwill and intangible asset impairment charges. The tax effect of the purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes the tax effects on the Sensia joint venture impairments and related Sensia tax asset valuation allowances. We recognized restructuring charges in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins in the year ended September 30, 2024. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges. Non-operating pension and postretirement benefit cost (credit) is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 14 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost. We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.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): [Table with ~31 rows, ~93 numbers, and 2154 characters.] (1) 2025 includes $110 million net expense from a $224 million goodwill and intangible asset non-cash impairment charge included in Income before income taxes, ($7) million tax effect including related valuation allowances recorded in the Income tax provision, and ($107) million Net loss attributable to noncontrolling interests. 2023 includes $98 million net expense from a $158 million goodwill impairment charge included in Income before income taxes, $33 million tax effect including related valuation allowances recorded in the Income tax provision, and ($93) million Net loss attributable to noncontrolling interests. (2) All periods have been recast to conform with current year presentation.

Non-GAAP Measures

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

Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by: •investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;•investments in basic materials production capacity, which may be related to commodity pricing levels;•our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;•our customers’ needs to continuously improve quality, safety, and sustainability;•industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;•levels of global industrial production and capacity utilization;•regional factors that include local political, social, regulatory, and economic circumstances; and•the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation. Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and AI, energy transition and sustainability, shifting demographics, and an increased need for resiliency. Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:•achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;•grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;•continue double-digit growth in annual recurring revenue;•add 1% average annual growth from acquisitions; and•deliver profitable growth within a disciplined financial framework.

Sustainability

Our 2024 Sustainability Report highlights our sustainability strategy and outcomes. Our sustainability priorities are focused on three outcomes:•Sustainable Customers - enable our customers to achieve their own sustainability goals, making a positive impact on the world;•Sustainable Company - create innovative, sustainable products and solutions and foster a culture that empowers employees to operate safely, sustainably, and responsibly; and •Sustainable Communities - support the communities in which we live and work, having an impact that extends beyond our own organization.We will meet our customers where they are on their sustainability journey. Whether they are just starting or leading the way, we help them translate insights into impacts across energy, water, and waste. Our technologies provide data transparency across value chains and enable our partners to scale innovative and often industry-first sustainable solutions. •Energy - contemporary industrial energy management software solutions that put energy data in context to production data, to reduce energy use across the value chain.•Water - smart water solutions leverage modern software and analytics to improve operations visibility, system reliability, and worker productivity while supporting security needs and meeting regulatory obligations. •Waste - enabling the circular economy for managing automation assets. Focus on developing solutions to automate industry-specific processes.

Differentiation through Technology Innovation and Domain Expertise

We have an industry leading portfolio of hardware, software, and services to give customers the flexibility to choose on-premises, edge, and cloud-native solutions. Our integrated control and information architecture, with Logix at its core, is an important differentiator. We are the only automation provider that can support many production disciplines, including discrete, process, batch, safety, security, motion, robotics, and power control, in a single hardware and software environment, helping customers increase the speed of deployment and reduce their total cost of ownership. Our open architecture and strong partner ecosystem allow customers to work with best-in-class partners across the technology stack and leverage existing infrastructure with new solutions. Complementing our strong technology differentiation is our own domain expertise. Domain expertise refers to the industry and application knowledge required to deliver solutions and services that support customers through the entire lifecycle of their automation investment. The combination of industry-specific domain expertise of our people with our innovative technologies enables us to help our customers automate and transform their manufacturing processes and solve their business challenges. Our digital services business has a deep understanding of customers’ biggest digital transformation challenges and opportunities for further productivity and growth.

Market Access and Expansion

Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to approximately $120 billion. With our focus on innovation and growth, we expect to continue to expand our addressed market over our long-term planning horizon. All of our markets are expected to grow over our long-term planning horizon. Our domestic market projections reflect the opportunity to localize our customers’ supply chain and production operations. Our international market projections reflect higher levels of infrastructure investment and the growing middle-class population. We believe that increased demand for consumer products in our addressed markets will lead to manufacturing investment and provide us with additional growth opportunities in the future.We have developed a powerful partner ecosystem that acts as an amplifier to our internal capabilities and enables us to serve our customers’ evolving needs around the world. In most countries, our direct sales force works with Original Equipment Manufacturers (OEMs) or machine builders, system integrators, technology partners, and end users in conjunction with independent distributors. Approximately 65 percent of our global sales are transacted through independent distributors. Sales to our two largest distributors in 2025, 2024, and 2023, which are attributable to all three segments, were approximately 20 percent of our total sales. Machine builders continue to represent an important growth opportunity. To remain competitive, machine builders need to find the optimal balance of machine cost and performance while reducing their time to market. Our scalable technology, leading design productivity tools, and recent acquisitions support machine builders in addressing these business needs.

Acquisitions and Investments

Our acquisition and investment strategy focuses on hardware and software products, solutions, and services that will be catalytic to the organic growth of our core offerings.Our key priorities for inorganic investments include:•industrial AI applications;•market access in Europe and Asia; and•product portfolio expansion. In addition, we make venture investments that enable access to leading-edge and complementary technologies aligned with our strategic priorities, accelerate internal development efforts, reduce time to market, and provide insights into disruptive technologies.We believe these acquisitions and venture investments will help our served market and deliver value to our customers. See Note 4 in the Consolidated Financial Statements for additional information on our recent acquisitions.

Attracting, Developing, and Retaining Highly Qualified Employees

Our talent management practices are focused on ensuring we can attract, develop, and retain the talent we need to deliver our business strategy. We work to deliver a cohesive and consistent experience throughout the employee lifecycle that aligns with our four culture principles:•Strengthen our commitment to integrity, diversity and inclusion;•Be willing to compare ourselves to the best alternatives;•Increase the speed of decision making;•Have a steady stream of fresh ideas.Our programs and processes are designed to enable and inspire great employees to do their best work and to make Rockwell Automation a place where the best want to be.There are several ways in which we attract, develop, and retain highly qualified employees, including:•We make the safety and health of our employees a top priority. We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to Rockwell Automation being a great place to work. In fiscal 2025, we achieved 0.24 recordable cases per 100 employees. •We capture and act upon employee feedback through our annual employee engagement survey. It measures several employee experience indicators and drivers and provides an overall employee engagement index (EEI) with external benchmark comparison. The latest survey, conducted in March 2025, showed a resilient EEI of 70 and a global inclusion index score of 74. Additionally, our intent to stay index was 71.•We invest in growth and development of our employees. As the pace of change increases, it is important we provide re-skilling and upskilling opportunities for our technical talent, along with soft skills and leadership development for all. We offer a portfolio of all employee, managerial, and leader training that spans on-demand, virtual, and live instructor-led formats. Our programs focus on basic as well as transformational skills. Furthermore, our culture is the foundation for everything we do, and it is built on integrity and a shared commitment to innovation and growth. As such, we take great care in ensuring our employees understand our culture and how to activate it through dedicated workshops during our new employee onboarding. In fiscal 2025, the majority of our employees completed one or more of our training programs representing approximately one million learning hours.•We offer employee assistance and work life benefits to all global employees. Our comprehensive benefits include healthcare benefits, disability and life insurance benefits, paid time off, and leave programs. Rockwell offers plans and resources to help employees meet future savings goals through defined benefit and retirement savings plans. We believe that face to face interaction is critical for our culture, innovation, people development, and engagement, and that flexible, virtual work arrangements help employees be more productive and engaged. During fiscal 2025, we saw strong participation in our Hybrid Workplace Program, which combines the values of both physical workspaces and virtual work options, both of which are important for attracting, retaining, and developing employees and facilitating innovation, engagement, and productivity. We offer flextime, remote work, and part-time arrangements whenever business conditions permit. We monitor employee retention and attrition rates by several factors. For non-manufacturing roles, we generally experienced flat attrition rates in fiscal 2025 as compared to fiscal 2024. For manufacturing roles, we experienced a significant reduction in attrition rates in fiscal 2025 as compared to fiscal 2024. We believe these rates are favorable to market trends experienced broadly across labor markets in fiscal 2025. We use attrition rate information to identify and address unfavorable trends to mitigate risk to our business. See Item 1A. Risk Factors for a discussion of risks relating to our inability to attract, develop, and retain highly qualified employees.At September 30, 2025, our employees, including those employed by consolidated subsidiaries, by region were approximately: [Table with ~5 rows, ~5 numbers, and 113 characters.] Our employees had the following global gender demographics based on voluntary disclosure: [Table with ~5 rows, ~11 numbers, and 168 characters.] Our U.S. employees had the following race and ethnicity demographics based on voluntary disclosure: [Table with ~5 rows, ~31 numbers, and 295 characters.]

U.S. Economic Trends

In 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:•The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.•The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.The table below depicts the trends in these indicators from fiscal 2023 to 2025. These figures are as of November 12, 2025, and are subject to revision by the issuing organizations. Through August, the IP Index did not significantly change from the third quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2025. [Table with ~15 rows, ~38 numbers, and 363 characters.] (1) The September 2025 Manufacturing IP Index has not been published as of November 12, 2025. The Manufacturing IP Index was 100.3 for the month ended August 2025.Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. September 2025 PPI has not been published as of November 12, 2025. Through August 2025, PPI growth did not significantly change from the third quarter of 2025. After observing double-digit PPI growth through most of 2022, we have now observed PPI growth in the low single digits for the last nine quarters. Producer prices remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.

Non-U.S. Economic Trends

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

Outlook

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

Backlog

Our total order backlog consists of (in millions): [Table with ~4 rows, ~11 numbers, and 132 characters.] See Note 2 in the Consolidated Financial Statements for additional information on the nature of our products and services and revenue recognition.

Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages): [Table with ~30 rows, ~92 numbers, and 1421 characters.] (1) See Note 20 in the Consolidated Financial Statements for the definition of segment operating earnings.(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies. (3) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation.(4) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

2025 Compared to 2024

Sales

Reported and organic sales in fiscal 2025 increased 1 percent compared to 2024, as currency had no material effect. Pricing increased total company sales by approximately 3 percentage points year over year, realized in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 2 percentage points year over year driven by the Intelligent Devices segment.The table below presents our sales for the year ended September 30, 2025, attributed to the geographic regions based upon country of destination, and the percentage change from the same period in 2024 (in millions, except percentages). [Table with ~5 rows, ~19 numbers, and 282 characters.] (1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

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

Purchase Accounting Depreciation and Amortization, and Impairment

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

Restructuring Charges

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

Legacy Asbestos and Environmental Charges

In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims, similar to how we account for indemnity costs. We recorded pre-tax expense in Other (expense) income in the Consolidated Statement of Operations of $136 million in the fourth quarter of 2025 ($103 million after tax or $0.91 per share), which includes charges for a change in accounting method of $91 million and indemnity accrual increase of $45 million. See Notes 1 and 17 in the Consolidated Financial Statements for more information. Amounts were previously recorded in Corporate and other. All periods have been recast to conform with current year presentation.

Income before Income Taxes

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

Income Taxes

The effective tax rate in 2025 was 18.3 percent compared to 13.8 percent in 2024. The increase in the effective tax rate is related to valuation allowances and tax effects from the non-cash impairment charge for the Sensia joint venture and higher discrete tax benefits in 2024 as compared to 2025. The Adjusted Effective Tax Rate in 2025 was 17.1 percent compared to 15.3 percent in 2024. The increase in the Adjusted Effective Tax Rate was primarily due to higher discrete tax benefits in 2024 as compared to 2025.See Note 16 in the Consolidated Financial Statements for a complete reconciliation of the United States statutory tax rate to the effective tax rate and additional information on tax events in 2025 and 2024 affecting each year’s respective tax rates.In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. In addition to BEPS Pillar Two, other items could also affect our effective tax rate, many of which are outside of our control,including:•changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;•changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;•changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;•changes to the financial accounting rules for income taxes;•the tax effects of acquisitions; and•the resolution and timing of issues arising from tax audits.On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (Tax Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2025 and others beginning in fiscal 2026 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have reflected the impact in our deferred balances for the year ended September 30, 2025, and will monitor future effects as new guidance emerges. Based on our evaluation of the guidance available to date we believe the provisions will have an overall neutral impact.

Net Loss Attributable to Noncontrolling Interests

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

Diluted EPS and Adjusted EPS

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

Intelligent Devices

Sales

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

Segment Operating Margin

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

Software & Control

Sales

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

Segment Operating Margin

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

Lifecycle Services

Sales

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

Segment Operating Margin

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

2024 Compared to 2023

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

Supplemental Segment Information

Purchase accounting depreciation and amortization, and impairment, non-operating pension and postretirement benefit (credit) cost, and restructuring charges are not allocated to our operating segments because these costs are excluded from our measurement of each segment’s operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions): [Table with ~12 rows, ~28 numbers, and 441 characters.]

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

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit cost (credit), purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation, net legacy asbestos and environmental charges, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects and related valuation allowances. In 2025, we updated the definition of our non-GAAP earnings measures to exclude net legacy asbestos and environmental charges. We believe the change to our definition provides a more useful presentation of our operating performance to investors as the charges are not reflective of our core operational performance and relate to products sold many years ago including products from divested businesses and environmental matters at previously owned properties. All previously reported amounts within this report have been recast to conform to this new definition. In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs and a related receivable for insurance recoveries for both known and unknown claims, similar to how we account for indemnity costs. See Notes 1 and 17 for more information related to our legacy asbestos claims and environmental matters.Purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes a non-cash accounting charge related to goodwill and intangible asset impairment for the year ended September 30, 2025, and goodwill impairment for the year ended September 30, 2023, for the Sensia joint venture. See Note 3 in the Consolidated Financial Statements for more information on our goodwill and intangible asset impairment charges. The tax effect of the purchase accounting depreciation and amortization, and impairment attributable to Rockwell Automation includes the tax effects on the Sensia joint venture impairments and related Sensia tax asset valuation allowances. We recognized restructuring charges in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins in the year ended September 30, 2024. See Note 18 in the Consolidated Financial Statements for more information on our restructuring charges. Non-operating pension and postretirement benefit cost (credit) is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 14 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost. We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.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): [Table with ~31 rows, ~93 numbers, and 2154 characters.] (1) 2025 includes $110 million net expense from a $224 million goodwill and intangible asset non-cash impairment charge included in Income before income taxes, ($7) million tax effect including related valuation allowances recorded in the Income tax provision, and ($107) million Net loss attributable to noncontrolling interests. 2023 includes $98 million net expense from a $158 million goodwill impairment charge included in Income before income taxes, $33 million tax effect including related valuation allowances recorded in the Income tax provision, and ($93) million Net loss attributable to noncontrolling interests. (2) All periods have been recast to conform with current year presentation.

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): [Table with ~6 rows, ~19 numbers, and 306 characters.] The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions): [Table with ~3 rows, ~13 numbers, and 160 characters.] Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations, if any. Operating, investing, and financing cash flows of our discontinued operations, if any, are presented separately in our Consolidated Statement of Cash Flows. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.Cash provided by operating activities was $1,544 million for the year ended September 30, 2025, compared to $864 million for the year ended September 30, 2024. Free cash flow was $1,358 million for the year ended September 30, 2025, compared to $639 million for the year ended September 30, 2024. The year-over-year increases in cash provided by operating activities and free cash flow were primarily due to cost reduction and other margin expansion initiatives, no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance, and lower tax payments, partially offset by a voluntary pre-tax contribution of $70 million to the company's U.S. pension plan.Our Short-term debt as of September 30, 2025 and 2024, includes commercial paper borrowings of $522 million and $657 million, with a weighted average interest rate of 4.24 percent and 5.14 percent, and a weighted average maturity period of 16 days and 24 days, respectively. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025 and 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent and 6.17 percent, respectively. Also included in Short-term debt as of September 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into, and in October 2025, these loans were extended to January 15, 2026. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of September 30, 2025.We repurchased approximately 1.5 million shares of our common stock under our share repurchase program in 2025 at a total cost of $419 million and an average cost of $279.43 per share. In 2024, we repurchased approximately 2.2 million shares of our common stock under our share repurchase program at a total cost of $594 million and an average cost of $272.97 per share. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable that do not settle until 2026. At September 30, 2024, there was no significant outstanding common stock share repurchases recorded in Accounts payable that did not settle until 2025. Our decision to repurchase shares in 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At September 30, 2025, we had approximately $927 million remaining for share repurchases under our existing board authorizations. See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding share repurchases.We expect future uses of cash to include working capital requirements, capital expenditures, dividends to shareowners, repurchases of common stock, repayments of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect capital expenditures in 2026 to be approximately $270 million. Significant long-term uses of cash include the following (in millions): [Table with ~7 rows, ~50 numbers, and 403 characters.] (1) The amounts for Long-term debt assume that the respective debt instruments will be outstanding until their scheduled maturity dates and include interest but exclude unamortized discount. See Note 7 in the Consolidated Financial Statements for more information regarding our Long-term debt.(2) Our postretirement benefit plans are unfunded and are subject to change. Amounts reported are estimates of future benefit payments, to the extent estimable.(3) Amounts reported for pension funding contributions reflect current estimates. Contributions to our pension plans beyond 2026 will depend on future investment performance of our pension plan assets, changes in discount rate assumptions, and governmental regulations in effect at the time. Amounts subsequent to 2026 are excluded from the summary above, as we are unable to make a reasonably reliable estimate of these amounts. The minimum contribution for our U.S. pension plan as required by the Employee Retirement Income Security Act (ERISA) is currently zero. We may make additional contributions to this plan at the discretion of management.(4) Amounts reflect current estimates of net annual payments to resolve claims and will vary based on settlement rates and values, changes in state and national laws, defense strategies, and insurance recoveries.(5) Under the Tax Act, the Company elected to pay the transition tax interest-free over eight years, with 8% paid in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight.We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks. At September 30, 2025, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to efficiently manage liquidity among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested. In May 2025, we entered into a $500 million senior unsecured 364-day term loan credit agreement and were advanced the full loan amount. In August and September 2025, we repaid the loan amount. The credit agreement remains available until May 2026. This agreement was in addition to our existing $1.5 billion unsecured revolving credit facility expiring in June 2027, which remains outstanding and undrawn as of September 30, 2025. Both the credit facility and credit agreement use the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of our credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against the credit facility during the periods ended September 30, 2025, or September 30, 2024. The term loan agreement contains covenants similar to those under our credit facility, in which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period. We were in compliance with all covenants under our credit agreement and credit facilities at September 30, 2025, and September 30, 2024.Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.Separate short-term unsecured credit facilities of approximately $275 million at September 30, 2025, were available to non-U.S. subsidiaries, of which approximately $34 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at September 30, 2025 and 2024, were not significant. There are no significant commitment fees or compensating balance requirements under our credit facilities. The following is a summary of our credit ratings as of November 12, 2025: [Table with ~4 rows, ~4 numbers, and 128 characters.] Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. There were no net investment hedges as of September 30, 2024. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities’ functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.Cash dividends declared to shareowners were $593 million in 2025 ($5.24 per common share), $573 million in 2024 ($5.00 per common share), and $544 million in 2023 ($4.72 per common share). Our quarterly dividend rate as of September 30, 2025, is $1.31 per common share ($5.24 per common share annually), which is determined at the sole discretion of our Board of Directors.

Supplemental Sales Information

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.The following is a reconciliation of reported sales to organic sales by geographic region (in millions): [Table with ~5 rows, ~24 numbers, and 360 characters.] [Table with ~5 rows, ~26 numbers, and 358 characters.] The following is a reconciliation of reported sales to organic sales by operating segment (in millions): [Table with ~4 rows, ~20 numbers, and 329 characters.] [Table with ~4 rows, ~21 numbers, and 327 characters.]

Critical Accounting Estimates

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

Goodwill and Intangibles Valuation - Sensia Reporting Unit

We monitor adverse events, conditions or changes in circumstances that would indicate impairment of intangible assets that are subject to amortization. When such events, conditions or changes in circumstances occur, we assess the recoverability of the assets by comparing the undiscounted future cash flows attributable to the intangible assets to their carrying amount. If the undiscounted future cash flows are less than the carrying amount, an impairment charge based on the excess of the carrying amount over the fair value of the assets, is recorded.As a result of the historical financial performance of the Sensia joint venture not achieving expectations, during the fourth quarter of fiscal 2025, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. This decision to dissolve resulted in downward revisions to growth and profitability projections. The decision by the joint partners to pursue dissolution of the joint venture is a triggering event for impairment testing. For the Sensia reporting unit identifiable intangible assets subject to amortization within the Lifecycle Services operating segment, we believed these changes that occurred during the fourth quarter of 2025 would indicate a potential impairment. The estimated undiscounted future cash flows attributable to the reporting unit were less than the carrying value; therefore, we determined the fair value for Sensia identifiable intangible assets as of September 30, 2025. We engaged an independent third-party valuation specialist to assist with the fair value determination of the identifiable intangible assets, primarily customer relationships, using a multi-period excess earnings model. We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025. Subsequent to the impairment, our consolidated intangible asset balance as of September 30, 2025, is $864 million, including $58 million of identifiable intangible assets within the Sensia reporting unit.Following the intangible asset impairment analysis, we estimated the fair value of the Sensia reporting unit using an income approach derived from discounted cash flows. As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations. Subsequent to the impairment, our consolidated goodwill balance as of September 30, 2025, is $3,839 million and there is no remaining goodwill within the Sensia reporting unit.Critical assumptions used in this approach included estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Estimated future revenue and EBITDA margins are based on our best estimate about current and future conditions. The forecasted near-term growth rate projections take into account recent revenue performance and the order backlog. Margin assumptions reflect volume, mix, productivity and price estimates. These estimates and assumptions are based on a number of factors, including historical experience, reference to external product available market and industry growth publications, and analysis of peer group projections. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. We determined the discount rate using a weighted average cost of capital adjusted for risk factors.Subsequent to September 30, 2025, and prior to the issuance of these financial statements, the joint venture parents have signed a term sheet that details the distribution of assets and related terms and conditions for the dissolution. As a result, the assets and liabilities to be distributed have met the requirements as held for sale and will be reported as such in our first fiscal quarter. The transaction is expected to close in the first half of fiscal 2026 subject to customary closing conditions.We performed our annual quantitative impairment test for the Sensia reporting unit during the second quarter of fiscal 2025 and concluded that the goodwill balance within the reporting unit of $161 million was not impaired. More information regarding goodwill impairment testing is contained in Note 1 and Note 3 in the Consolidated Financial Statements.

Retirement Benefits - Pension

Pension costs and obligations are actuarially determined and are influenced by assumptions used to estimate these amounts, including the discount rate. Changes in any of the assumptions and the amortization of differences between the assumptions and actual experience will affect the amount of pension expense in future periods.Our global pension expense was $38 million, $13 million and $122 million in 2025, 2024, and 2023, respectively. Global pension expense in 2023 included $123 million of settlement charges. Approximately all of our 2025 global pension expense and 69 percent of our global projected benefit obligation relate to our U.S. pension plan. The discount rate used to determine our 2025 U.S. pension expense was 5.10 percent, compared to 6.10 percent for 2024.For 2026, our U.S. discount rate will increase to 5.35 percent from 5.10 percent in 2025. The discount rate was set as of our September 30 measurement date and was determined by modeling a portfolio of bonds that match the expected cash flow of our benefit plans.The changes in our discount rate have an inverse relationship with our net periodic benefit cost and projected benefit obligation. The following chart illustrates the estimated change in projected benefit obligation and annual net periodic benefit cost assuming a change of 25 basis points in the discount rate for our U.S. pension plans (in millions):

Goodwill and Intangibles Valuation - Sensia Reporting Unit

We monitor adverse events, conditions or changes in circumstances that would indicate impairment of intangible assets that are subject to amortization. When such events, conditions or changes in circumstances occur, we assess the recoverability of the assets by comparing the undiscounted future cash flows attributable to the intangible assets to their carrying amount. If the undiscounted future cash flows are less than the carrying amount, an impairment charge based on the excess of the carrying amount over the fair value of the assets, is recorded.As a result of the historical financial performance of the Sensia joint venture not achieving expectations, during the fourth quarter of fiscal 2025, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. This decision to dissolve resulted in downward revisions to growth and profitability projections. The decision by the joint partners to pursue dissolution of the joint venture is a triggering event for impairment testing. For the Sensia reporting unit identifiable intangible assets subject to amortization within the Lifecycle Services operating segment, we believed these changes that occurred during the fourth quarter of 2025 would indicate a potential impairment. The estimated undiscounted future cash flows attributable to the reporting unit were less than the carrying value; therefore, we determined the fair value for Sensia identifiable intangible assets as of September 30, 2025. We engaged an independent third-party valuation specialist to assist with the fair value determination of the identifiable intangible assets, primarily customer relationships, using a multi-period excess earnings model. We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025. Subsequent to the impairment, our consolidated intangible asset balance as of September 30, 2025, is $864 million, including $58 million of identifiable intangible assets within the Sensia reporting unit.Following the intangible asset impairment analysis, we estimated the fair value of the Sensia reporting unit using an income approach derived from discounted cash flows. As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations. Subsequent to the impairment, our consolidated goodwill balance as of September 30, 2025, is $3,839 million and there is no remaining goodwill within the Sensia reporting unit.Critical assumptions used in this approach included estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Estimated future revenue and EBITDA margins are based on our best estimate about current and future conditions. The forecasted near-term growth rate projections take into account recent revenue performance and the order backlog. Margin assumptions reflect volume, mix, productivity and price estimates. These estimates and assumptions are based on a number of factors, including historical experience, reference to external product available market and industry growth publications, and analysis of peer group projections. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. We determined the discount rate using a weighted average cost of capital adjusted for risk factors.Subsequent to September 30, 2025, and prior to the issuance of these financial statements, the joint venture parents have signed a term sheet that details the distribution of assets and related terms and conditions for the dissolution. As a result, the assets and liabilities to be distributed have met the requirements as held for sale and will be reported as such in our first fiscal quarter. The transaction is expected to close in the first half of fiscal 2026 subject to customary closing conditions.We performed our annual quantitative impairment test for the Sensia reporting unit during the second quarter of fiscal 2025 and concluded that the goodwill balance within the reporting unit of $161 million was not impaired. More information regarding goodwill impairment testing is contained in Note 1 and Note 3 in the Consolidated Financial Statements.

Retirement Benefits - Pension

Pension costs and obligations are actuarially determined and are influenced by assumptions used to estimate these amounts, including the discount rate. Changes in any of the assumptions and the amortization of differences between the assumptions and actual experience will affect the amount of pension expense in future periods.Our global pension expense was $38 million, $13 million and $122 million in 2025, 2024, and 2023, respectively. Global pension expense in 2023 included $123 million of settlement charges. Approximately all of our 2025 global pension expense and 69 percent of our global projected benefit obligation relate to our U.S. pension plan. The discount rate used to determine our 2025 U.S. pension expense was 5.10 percent, compared to 6.10 percent for 2024.For 2026, our U.S. discount rate will increase to 5.35 percent from 5.10 percent in 2025. The discount rate was set as of our September 30 measurement date and was determined by modeling a portfolio of bonds that match the expected cash flow of our benefit plans.The changes in our discount rate have an inverse relationship with our net periodic benefit cost and projected benefit obligation. The following chart illustrates the estimated change in projected benefit obligation and annual net periodic benefit cost assuming a change of 25 basis points in the discount rate for our U.S. pension plans (in millions):

Pension BenefitsChange inProjected BenefitObligationChange in Net Periodic Benefit Cost (1)Discount rate$56 $6

(1) Change includes both operating and non-operating pension costs.More information regarding pension benefits is contained in Note 14 in the Consolidated Financial Statements.

Revenue Recognition - Customer Incentives

We offer various incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Customer incentives are recognized as a reduction of sales if distributed in cash or customer account credits. We record accruals at the time of revenue recognition as a current liability within Customer returns, rebates, and incentives in our Consolidated Balance Sheet or, where a right of setoff exists, as a reduction of Receivables. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. A critical assumption used in estimating the accrual for this program is the time period from when revenue is recognized to when the rebate is processed. Our estimate is based primarily on historical experience. If the time period were to change by 10 percent, the effect would be an adjustment to the accrual of approximately $24 million.More information regarding our revenue recognition and returns, rebates, and incentives policies are contained in Note 1 and Note 2 in the Consolidated Financial Statements.

Legacy Asbestos-related Matters

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these claims. See Notes 1 and 17 in the Consolidated Financial Statements for more information.We accrue for net legacy asbestos-related matters based upon an assessment of the ultimate liability for claims incurred, whether filed or not, including estimates of both future claim resolution costs and defense costs. We utilize historical claim and defense costs trends as well as a third-party actuarial valuation in determining estimated reserves and related insurance recoveries which we believe are probable and reasonably estimable through a 2060 terminal year. Accruals total $441 million at September 30, 2025, and are included in the Consolidated Balance Sheet in Other current liabilities and Other liabilities, with insurance recoveries related to these matters of $290 million recorded in Receivables and Other assets.The valuation of the accrual is based on several critical assumptions, including projections of future claims, dismissal rates, average settlement values, inflation rates, and the ratio of defense costs to indemnity payments. We typically rely on a five-year historical average for dismissal rates, settlement values, and defense-to-indemnity ratios, adjusted to exclude outlier data and informed by input from national counsel regarding the current docket and jurisdictional trends. Future claims estimates are developed using actuarial models grounded in widely accepted industry studies, and inflation assumptions are aligned with long-term, broadly recognized economic indicators. The aggregate impact of these assumptions reflects estimated payments for approximately 12,130 claims and projected dismissals of approximately 24,340 claims through the 2060 terminal year.

Acquisitions - Clearpath Intangible Assets Valuation

We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill. We engaged an independent third-party valuation specialist to assist with the fair value allocation of the intangible assets assumed through the Clearpath Robotics, Inc. acquisition including its industrial division OTTO Motors (Clearpath). The intangible assets were valued using income approaches, specifically the relief from royalty method and multi-period excess earnings method. This required the use of several assumptions and estimates including forecasted revenue growth rates, margin, and cash flows attributable to existing customers, obsolescence factor, royalty rate, contributory asset charges, customer attrition rate, and discount rates. Although we believe the assumptions and estimates made were reasonable and appropriate, these estimates require judgment and are based in part on historical experience and information obtained from Clearpath management. The key assumption requiring the use of judgement in the valuation of the $270 million technology asset was the obsolescence factor. The obsolescence factor of 12 years was calculated based on the depletion of existing technology using a variety of factors including research and development spend toward new product development and scheduled patent expiration. A two-year change in this assumption would result in a change of approximately $82 million in intangible assets. The key assumption requiring the use of judgement in the valuation of the $41 million trademark intangible asset was the weighted average royalty rate of 2.05 percent. This rate was based on royalty market data. A 100 basis point change in the royalty rate would result in a change of $20 million in intangible assets.More information regarding this business combination is contained in Note 4 in the Consolidated Financial Statements.

Recent Accounting Pronouncements

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

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include transactions denominated in currencies other than a location’s functional currency, transaction gains and losses associated with intercompany loans with foreign subsidiaries, and translation of local currency balances of foreign subsidiaries. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the use of financial instruments including, but not limited to, foreign currency forward exchange contracts and cross-currency swaps. We enter into these contracts with major financial institutions that we believe to be creditworthy. We do not enter into derivative financial instruments for speculative purposes. We record all derivatives on the balance sheet at fair value regardless of the purpose for holding them. The use of foreign currency forward exchange contracts allows us to manage transactional exposure to exchange rate fluctuations as the gains or losses incurred on these contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Foreign currency forward exchange contracts are denominated in currencies of major industrial countries in which we operate. The fair value of our foreign currency forward exchange contracts is an asset of $8 million and a liability of $23 million at September 30, 2025. For assets and liabilities denominated in currencies other than a location’s functional currency without offsetting foreign currency forward exchange contracts, a 10 percent adverse change in the underlying foreign currency exchange rates would reduce our pre-tax income by approximately $35 million.During 2025, we entered into cross-currency swaps in order to manage foreign currency translation risk of local currency balances of foreign subsidiaries. We designated the cross-currency swaps as a partial hedge of our net investment in certain subsidiaries that are not U.S. dollar functional. As a result, changes in the fair value of the cross-currency swaps are recorded in accumulated currency translation adjustments within equity in the Consolidated Balance Sheet. A hypothetical 10 percent adverse change in the cross-currency swaps’ underlying spot rates would result in an additional cash outflow at maturity of $80 million. The fair value of these instruments prior to maturity also includes an interest rate component; however, we currently have no plans to settle these swaps before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations.Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through earnings. For derivatives that are hedges, depending on the nature of the hedge, changes in fair value are either offset by changes in the fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in Other comprehensive income until the hedged item is recognized in earnings. We recognize the ineffective portion of a derivative’s change in fair value in earnings immediately. There was no impact on earnings due to ineffective hedges in 2025, 2024, or 2023. A hypothetical 10 percent adverse change in underlying foreign currency exchange rates associated with the hedged exposures and related contracts would not be significant to our financial condition or results of operations.The strengthening of the U.S. dollar against foreign currencies has an unfavorable impact on our sales and results of operations. While future changes in foreign currency exchange rates are difficult to predict, our sales and profitability may be adversely affected if the U.S. dollar strengthens relative to current levels.

Interest Rate Risk

In addition to existing cash balances and cash provided by normal operating activities, we use a combination of short-term and long-term debt to finance operations. We are exposed to interest rate risk on certain of these debt obligations.Our Short-term debt as of September 30, 2025 and 2024, includes commercial paper borrowings of $522 million and $657 million, with a weighted average interest rate of 4.24 percent and 5.14 percent, and a weighted average maturity period of 16 days and 24 days, respectively. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025 and 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent and 6.17 percent, respectively. Also included in Short-term debt as of September 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into, and in October 2025, these loans were extended to January 15, 2026. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of September 30, 2025. We have issued, and anticipate continuing to issue, short-term commercial paper obligations as needed. Changes in market interest rates on commercial paper borrowings affect our results of operations. A hypothetical 50 basis point increase in average market interest rates related to our short-term debt would not be significant to our results of operations or financial condition.We had outstanding fixed rate long-term and current portion of long-term debt obligations with a carrying value of $2,616 million at September 30, 2025, and $2,868 million at September 30, 2024. The fair value of this debt was approximately $2,352 million at September 30, 2025, and $2,639 million at September 30, 2024. The potential increase in fair value on such fixed-rate debt obligations from a hypothetical 50 basis point decrease in market interest rates would not be significant to our results of operations or financial condition. We currently have no plans to repurchase our outstanding fixed-rate instruments before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations or shareowners’ equity.

Item 8. Financial Statements and Supplementary Data

Revenue Recognition - Customer Incentives

We offer various incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Customer incentives are recognized as a reduction of sales if distributed in cash or customer account credits. We record accruals at the time of revenue recognition as a current liability within Customer returns, rebates, and incentives in our Consolidated Balance Sheet or, where a right of setoff exists, as a reduction of Receivables. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. A critical assumption used in estimating the accrual for this program is the time period from when revenue is recognized to when the rebate is processed. Our estimate is based primarily on historical experience. If the time period were to change by 10 percent, the effect would be an adjustment to the accrual of approximately $24 million.More information regarding our revenue recognition and returns, rebates, and incentives policies are contained in Note 1 and Note 2 in the Consolidated Financial Statements.

Legacy Asbestos-related Matters

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these claims. See Notes 1 and 17 in the Consolidated Financial Statements for more information.We accrue for net legacy asbestos-related matters based upon an assessment of the ultimate liability for claims incurred, whether filed or not, including estimates of both future claim resolution costs and defense costs. We utilize historical claim and defense costs trends as well as a third-party actuarial valuation in determining estimated reserves and related insurance recoveries which we believe are probable and reasonably estimable through a 2060 terminal year. Accruals total $441 million at September 30, 2025, and are included in the Consolidated Balance Sheet in Other current liabilities and Other liabilities, with insurance recoveries related to these matters of $290 million recorded in Receivables and Other assets.The valuation of the accrual is based on several critical assumptions, including projections of future claims, dismissal rates, average settlement values, inflation rates, and the ratio of defense costs to indemnity payments. We typically rely on a five-year historical average for dismissal rates, settlement values, and defense-to-indemnity ratios, adjusted to exclude outlier data and informed by input from national counsel regarding the current docket and jurisdictional trends. Future claims estimates are developed using actuarial models grounded in widely accepted industry studies, and inflation assumptions are aligned with long-term, broadly recognized economic indicators. The aggregate impact of these assumptions reflects estimated payments for approximately 12,130 claims and projected dismissals of approximately 24,340 claims through the 2060 terminal year.

Acquisitions - Clearpath Intangible Assets Valuation

We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill. We engaged an independent third-party valuation specialist to assist with the fair value allocation of the intangible assets assumed through the Clearpath Robotics, Inc. acquisition including its industrial division OTTO Motors (Clearpath). The intangible assets were valued using income approaches, specifically the relief from royalty method and multi-period excess earnings method. This required the use of several assumptions and estimates including forecasted revenue growth rates, margin, and cash flows attributable to existing customers, obsolescence factor, royalty rate, contributory asset charges, customer attrition rate, and discount rates. Although we believe the assumptions and estimates made were reasonable and appropriate, these estimates require judgment and are based in part on historical experience and information obtained from Clearpath management. The key assumption requiring the use of judgement in the valuation of the $270 million technology asset was the obsolescence factor. The obsolescence factor of 12 years was calculated based on the depletion of existing technology using a variety of factors including research and development spend toward new product development and scheduled patent expiration. A two-year change in this assumption would result in a change of approximately $82 million in intangible assets. The key assumption requiring the use of judgement in the valuation of the $41 million trademark intangible asset was the weighted average royalty rate of 2.05 percent. This rate was based on royalty market data. A 100 basis point change in the royalty rate would result in a change of $20 million in intangible assets.More information regarding this business combination is contained in Note 4 in the Consolidated Financial Statements.

Recent Accounting Pronouncements

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

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include transactions denominated in currencies other than a location’s functional currency, transaction gains and losses associated with intercompany loans with foreign subsidiaries, and translation of local currency balances of foreign subsidiaries. Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the use of financial instruments including, but not limited to, foreign currency forward exchange contracts and cross-currency swaps. We enter into these contracts with major financial institutions that we believe to be creditworthy. We do not enter into derivative financial instruments for speculative purposes. We record all derivatives on the balance sheet at fair value regardless of the purpose for holding them. The use of foreign currency forward exchange contracts allows us to manage transactional exposure to exchange rate fluctuations as the gains or losses incurred on these contracts will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. Foreign currency forward exchange contracts are denominated in currencies of major industrial countries in which we operate. The fair value of our foreign currency forward exchange contracts is an asset of $8 million and a liability of $23 million at September 30, 2025. For assets and liabilities denominated in currencies other than a location’s functional currency without offsetting foreign currency forward exchange contracts, a 10 percent adverse change in the underlying foreign currency exchange rates would reduce our pre-tax income by approximately $35 million.During 2025, we entered into cross-currency swaps in order to manage foreign currency translation risk of local currency balances of foreign subsidiaries. We designated the cross-currency swaps as a partial hedge of our net investment in certain subsidiaries that are not U.S. dollar functional. As a result, changes in the fair value of the cross-currency swaps are recorded in accumulated currency translation adjustments within equity in the Consolidated Balance Sheet. A hypothetical 10 percent adverse change in the cross-currency swaps’ underlying spot rates would result in an additional cash outflow at maturity of $80 million. The fair value of these instruments prior to maturity also includes an interest rate component; however, we currently have no plans to settle these swaps before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations.Derivatives that are not designated as hedges for accounting purposes are adjusted to fair value through earnings. For derivatives that are hedges, depending on the nature of the hedge, changes in fair value are either offset by changes in the fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in Other comprehensive income until the hedged item is recognized in earnings. We recognize the ineffective portion of a derivative’s change in fair value in earnings immediately. There was no impact on earnings due to ineffective hedges in 2025, 2024, or 2023. A hypothetical 10 percent adverse change in underlying foreign currency exchange rates associated with the hedged exposures and related contracts would not be significant to our financial condition or results of operations.The strengthening of the U.S. dollar against foreign currencies has an unfavorable impact on our sales and results of operations. While future changes in foreign currency exchange rates are difficult to predict, our sales and profitability may be adversely affected if the U.S. dollar strengthens relative to current levels.

Interest Rate Risk

In addition to existing cash balances and cash provided by normal operating activities, we use a combination of short-term and long-term debt to finance operations. We are exposed to interest rate risk on certain of these debt obligations.Our Short-term debt as of September 30, 2025 and 2024, includes commercial paper borrowings of $522 million and $657 million, with a weighted average interest rate of 4.24 percent and 5.14 percent, and a weighted average maturity period of 16 days and 24 days, respectively. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025 and 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent and 6.17 percent, respectively. Also included in Short-term debt as of September 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into, and in October 2025, these loans were extended to January 15, 2026. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of September 30, 2025. We have issued, and anticipate continuing to issue, short-term commercial paper obligations as needed. Changes in market interest rates on commercial paper borrowings affect our results of operations. A hypothetical 50 basis point increase in average market interest rates related to our short-term debt would not be significant to our results of operations or financial condition.We had outstanding fixed rate long-term and current portion of long-term debt obligations with a carrying value of $2,616 million at September 30, 2025, and $2,868 million at September 30, 2024. The fair value of this debt was approximately $2,352 million at September 30, 2025, and $2,639 million at September 30, 2024. The potential increase in fair value on such fixed-rate debt obligations from a hypothetical 50 basis point decrease in market interest rates would not be significant to our results of operations or financial condition. We currently have no plans to repurchase our outstanding fixed-rate instruments before their maturity and, therefore, fluctuations in market interest rates would not have an effect on our results of operations or shareowners’ equity.

Item 8. Financial Statements and Supplementary Data

1. Basis of Presentation and Accounting Policies

Rockwell Automation, Inc. (Rockwell Automation or the Company) is the world’s largest company dedicated to industrial automation and digital transformation. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise.

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

Returns, Rebates, and Incentives

Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. We also offer various other incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Certain distributors are offered a right to return product, subject to contractual limitations.We record accruals for customer returns, rebates, and incentives at the time of revenue recognition based primarily on historical trend experience and expected market conditions. Returns are presented on the Consolidated Balance Sheet as a right of return asset and refund liability. Incentives in the form of rebates are estimated at the individual customer level and are recorded as a reduction of sales. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.

Taxes on Revenue Producing Transactions

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

Cash and Cash Equivalents

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

Receivables

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

Inventories

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

Investments

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

Property

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

Goodwill and Other Intangible Assets

Goodwill and Other intangible assets generally result from business acquisitions. We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill.We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment as required under U.S. GAAP during the second quarter of each year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Any excess in carrying value over the estimated fair value is charged to results of operations. For our annual evaluation of goodwill, we may perform a qualitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in order to determine whether it is necessary to perform a quantitative goodwill impairment test. Our reporting units for goodwill evaluation consist of the Intelligent Devices segment, the Software & Control segment, the Lifecycle Services segment (excluding Sensia), and Sensia. When performing the quantitative goodwill impairment test, we determine the fair value of each reporting unit using either an income approach derived from discounted cash flows or a market multiples approach using selected comparable public companies, or a combination thereof.Significant assumptions used in the income approach include: management’s forecasted cash flows, including estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Forecasts of future revenue growth and margins are based on management’s best estimates. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. The discount rate is determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit, including risks associated with our above market revenue growth assumptions, historical performance, and industry-specific and economic factors. Significant assumptions used in the market multiples approach include selection of the comparable public companies and calculation of the appropriate market multiples.We amortize all intangible assets with finite useful lives on a straight-line basis over their estimated useful lives. Useful lives assigned range from 3 to 15 years for trademarks, 5 to 20 years for customer relationships, 5 to 17 years for technology, and 5 to 30 years for other intangible assets.Intangible assets also include costs of on-premise software developed or purchased by our software business to be sold, leased, or otherwise marketed. Amortization of these computer software products is calculated on a product-by-product basis as the greater of (a) the unamortized cost at the beginning of the year times the ratio of the current year gross revenue for a product to the total of the current and anticipated future gross revenue for that product or (b) the straight-line amortization over the remaining estimated economic life of the product.

Impairment of Long-Lived Assets

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

Derivative Financial Instruments

We use derivative financial instruments in the form of foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also use these contracts and cross-currency swaps to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. Additionally, we use derivative financial instruments in the form of interest rate swap contracts to manage our borrowing costs of certain long-term debt and use treasury locks to manage the potential change in interest rates in anticipation of issuance of fixed rate debt. We designate and account for these derivative financial instruments as hedges under U.S. GAAP. Furthermore, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities’ functional currencies. It is our policy to execute such instruments with global financial institutions that we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. Foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries.

Fair Value of Financial Instruments

We record various financial instruments at fair value. U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: [Table with ~3 rows, ~3 numbers, and 381 characters.] We hold financial instruments consisting of cash and short-term debt. The fair values of our cash and short-term debt approximate their carrying amounts as reported in our Consolidated Balance Sheet due to the short-term nature of these instruments. We also hold financial instruments consisting of long-term debt, investments, and derivatives. The valuation methodologies for these financial instruments are described in Notes 7, 10, 11, and 14. We also determine fair value assessments in conjunction with intangible valuations of acquisitions, contingent consideration in the purchase price of acquisitions, and our impairment testing of goodwill and indefinite lived intangible assets. The valuation methodologies for these assets are described in Notes 3 and 4. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Foreign Currency Translation

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

Research and Development Expenses

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

Income Taxes

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

Earnings Per Share

We present basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing earnings available to common shareowners, which is income excluding the allocation to participating securities, by the weighted average number of common shares outstanding during the year, excluding restricted stock. Diluted EPS amounts are based upon the weighted average number of common and common-equivalent shares outstanding during the year. We use the treasury stock method to calculate the effect of outstanding share-based compensation awards, which requires us to compute total employee proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which the total employee proceeds of the award exceed the average market price of the same award over the period have an antidilutive effect on EPS, and accordingly, we exclude them from the calculation. Antidilutive share-based compensation awards for the years ended September 30, 2025 (0.5 million shares), 2024 (0.5 million shares), and 2023 (0.4 million shares), were excluded from the diluted EPS calculation. U.S. GAAP requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, to be treated as participating securities and included in the computation of EPS pursuant to the two-class method. Our participating securities are composed of restricted stock and non-employee director restricted stock units. The following table reconciles basic and diluted EPS amounts (in millions, except per share amounts): [Table with ~11 rows, ~28 numbers, and 467 characters.]

Share-Based Compensation

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

Product and Workers’ Compensation Liabilities

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

Legacy Asbestos and Environmental Matters

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

Environmental

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

Asbestos

In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims, similar to how we account for indemnity costs. The defense costs were historically expensed as incurred due to volatility and unpredictability. Over time, more and better data has become available and we have deployed a consistent defense strategy, with dedicated in-house counsel and national counsel managing our cases, contributing to the quantity and quality of data available related to defense costs enabling our ability to reasonably estimate. In 2025, we engaged a third-party actuarial firm to provide actuarial modeling of future defense and indemnity costs, together with our own review, we believe that we can now reasonably estimate future net legacy asbestos-related defense costs. Together, recognition of both claim indemnity and defense costs more accurately represent the estimated overall cost of resolving claims. We believe this broader accrual approach for net legacy asbestos-related defense costs is preferable and enhances the relevance and reliability of our financial reporting because it better reflects a more complete assessment of our obligations. As a result of this change, our accounting policy has been updated as follows: We accrue for legacy asbestos-related matters based on an estimate of the ultimate liability of claims incurred, whether filed or not, including an estimate of future indemnity and defense costs. Accruals for claims, including defense costs, are recorded based on an analysis of claim and resolution activity by type, defense spending, national litigation trends, and pending and future claims. We use known facts and historical claim trends and trends in defense costs, as well as an actuarial valuation in determining estimated required accruals, which we believe are probable and reasonably estimable. Our liabilities are undiscounted due to the subjectivity of the timing and/or amount of future cash payments. This accounting policy change in 2025 for defense costs has been reflected as a change in accounting estimate effected by a change in accounting principle and is accounted for on a prospective basis. We recorded pre-tax expense in Other (expense) income in the Consolidated Statement of Operations of $136 million for the year ended September 30, 2025 ($103 million after tax or $0.91 per share), which includes charges for a change in accounting method of $91 million and indemnity accrual increase of $45 million. The total gross liability, including defense costs, was $441 million at September 30, 2025, and is included in Other current liabilities and Other liabilities. This liability, net of insurance recoveries recorded in Receivables and Other assets, was $151 million at September 30, 2025. See Note 17 for additional information.

Legal Costs

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

Conditional Asset Retirement Obligations

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

Leases

We have operating leases primarily for real estate, vehicles, and equipment. We have finance leases primarily for equipment. We determine if a contract is, or contains, a lease at contract inception. A right-of-use (ROU) asset and a corresponding lease liability are recognized at commencement for contracts that are, or contain, a lease with an original term greater than 12 months. We elect to not record lease ROU assets or lease liabilities for leases with an original term of 12 months or less. ROU assets represent our right to use an underlying asset during the lease term, including periods for which renewal options are reasonably certain to be exercised, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease expense is recognized on a straight-line basis over the lease term for leases with an original term of 12 months or less. Amortization expense of the ROU asset for operating and finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate.Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. A portion of our real estate leases is generally subject to annual changes based upon an index. The changes based upon the index are treated as variable lease payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities and is expensed when incurred. We elected to not separate lease and nonlease components of contracts for most underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.Lease liabilities are recognized at the contract commencement date based on the present value of remaining lease payments over the lease term. To calculate the lease liabilities we use our incremental borrowing rate. We determine our incremental borrowing rate at the commencement date using our unsecured borrowing rate, adjusted for collateralization and lease term. For leases denominated in a currency other than the U.S. dollar, the collateralized borrowing rate in the foreign currency is determined using the U.S. dollar and foreign currency swap spread. Long-term operating lease liabilities are presented as Operating lease liabilities and current operating lease liabilities are included in Other current liabilities in the Consolidated Balance Sheet. Long-term finance lease liabilities are presented as Long-term debt and current finance lease liabilities are included in Current portion of long-term debt in the Consolidated Balance Sheet.ROU assets are recognized at the contract commencement date at the value of the related lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Operating lease ROU assets are presented as Operating lease right-of-use assets and finance lease ROU assets are presented as Property in the Consolidated Balance Sheet.Lease expenses, including amortization of ROU assets, for operating and finance leases are recognized on a straight-line basis over the lease term and recorded in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. Interest expense for finance leases is recorded in Interest expense in the Consolidated Statement of Operations.

Supplier Financing Arrangements

The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices. Amounts outstanding related to SCF programs are included in Accounts payable in the Consolidated Balance Sheet and in changes in Accounts payable on the Consolidated Statement of Cash Flows. The impact of these programs is not material to the Company's overall liquidity. The rollforward of our outstanding obligations under the SCF programs is as follows (in millions): [Table with ~4 rows, ~5 numbers, and 167 characters.]

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (FASB) issued a new standard that requires companies to apply Accounting Standards Codification (ASC) 405-50 to disclose supplier finance program obligations. We adopted the new standard as of October 1, 2023. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, which requires expanded interim and annual disclosures of segment information regularly provided to the chief operating decision maker (CODM), the title and position of the CODM, an explanation of how the CODM uses the information in assessing segment performance and deciding how to allocate resources, and an amount for other segment items by reportable segment and a description of its composition. We expanded our disclosures to comply with this standard.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard.We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

Returns, Rebates, and Incentives

Our primary incentive program provides distributors with cash rebates or account credits based on agreed amounts that vary depending on the customer to whom our distributor ultimately sells the product. We also offer various other incentive programs that provide distributors and direct sale customers with cash rebates, account credits, or additional hardware and software products, solutions, and services based on meeting specified program criteria. Certain distributors are offered a right to return product, subject to contractual limitations.We record accruals for customer returns, rebates, and incentives at the time of revenue recognition based primarily on historical trend experience and expected market conditions. Returns are presented on the Consolidated Balance Sheet as a right of return asset and refund liability. Incentives in the form of rebates are estimated at the individual customer level and are recorded as a reduction of sales. Customer incentives for additional hardware and software products, solutions, and services to be provided are considered distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price. Until the incentive is redeemed, the revenue is recorded as a contract liability.

Taxes on Revenue Producing Transactions

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

Cash and Cash Equivalents

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

Receivables

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

Inventories

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

Investments

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

Property

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

Goodwill and Other Intangible Assets

Goodwill and Other intangible assets generally result from business acquisitions. We account for business acquisitions by allocating the purchase price to tangible and intangible assets acquired and liabilities assumed at their fair values; the excess of the purchase price over the allocated amount is recorded as goodwill.We perform our annual evaluation of goodwill and indefinite life intangible assets for impairment as required under U.S. GAAP during the second quarter of each year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Any excess in carrying value over the estimated fair value is charged to results of operations. For our annual evaluation of goodwill, we may perform a qualitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount in order to determine whether it is necessary to perform a quantitative goodwill impairment test. Our reporting units for goodwill evaluation consist of the Intelligent Devices segment, the Software & Control segment, the Lifecycle Services segment (excluding Sensia), and Sensia. When performing the quantitative goodwill impairment test, we determine the fair value of each reporting unit using either an income approach derived from discounted cash flows or a market multiples approach using selected comparable public companies, or a combination thereof.Significant assumptions used in the income approach include: management’s forecasted cash flows, including estimated future revenue growth rates and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins, and a discount rate. Forecasts of future revenue growth and margins are based on management’s best estimates. Actual results and forecasts of revenue growth and margins for the Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. The discount rate is determined using a weighted average cost of capital adjusted for risk factors specific to the reporting unit, including risks associated with our above market revenue growth assumptions, historical performance, and industry-specific and economic factors. Significant assumptions used in the market multiples approach include selection of the comparable public companies and calculation of the appropriate market multiples.We amortize all intangible assets with finite useful lives on a straight-line basis over their estimated useful lives. Useful lives assigned range from 3 to 15 years for trademarks, 5 to 20 years for customer relationships, 5 to 17 years for technology, and 5 to 30 years for other intangible assets.Intangible assets also include costs of on-premise software developed or purchased by our software business to be sold, leased, or otherwise marketed. Amortization of these computer software products is calculated on a product-by-product basis as the greater of (a) the unamortized cost at the beginning of the year times the ratio of the current year gross revenue for a product to the total of the current and anticipated future gross revenue for that product or (b) the straight-line amortization over the remaining estimated economic life of the product.

Impairment of Long-Lived Assets

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

Derivative Financial Instruments

We use derivative financial instruments in the form of foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also use these contracts and cross-currency swaps to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. Additionally, we use derivative financial instruments in the form of interest rate swap contracts to manage our borrowing costs of certain long-term debt and use treasury locks to manage the potential change in interest rates in anticipation of issuance of fixed rate debt. We designate and account for these derivative financial instruments as hedges under U.S. GAAP. Furthermore, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities’ functional currencies. It is our policy to execute such instruments with global financial institutions that we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. Foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries.

Fair Value of Financial Instruments

We record various financial instruments at fair value. U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy: [Table with ~3 rows, ~3 numbers, and 381 characters.] We hold financial instruments consisting of cash and short-term debt. The fair values of our cash and short-term debt approximate their carrying amounts as reported in our Consolidated Balance Sheet due to the short-term nature of these instruments. We also hold financial instruments consisting of long-term debt, investments, and derivatives. The valuation methodologies for these financial instruments are described in Notes 7, 10, 11, and 14. We also determine fair value assessments in conjunction with intangible valuations of acquisitions, contingent consideration in the purchase price of acquisitions, and our impairment testing of goodwill and indefinite lived intangible assets. The valuation methodologies for these assets are described in Notes 3 and 4. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Foreign Currency Translation

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

Research and Development Expenses

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

Income Taxes

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

Earnings Per Share

We present basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing earnings available to common shareowners, which is income excluding the allocation to participating securities, by the weighted average number of common shares outstanding during the year, excluding restricted stock. Diluted EPS amounts are based upon the weighted average number of common and common-equivalent shares outstanding during the year. We use the treasury stock method to calculate the effect of outstanding share-based compensation awards, which requires us to compute total employee proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which the total employee proceeds of the award exceed the average market price of the same award over the period have an antidilutive effect on EPS, and accordingly, we exclude them from the calculation. Antidilutive share-based compensation awards for the years ended September 30, 2025 (0.5 million shares), 2024 (0.5 million shares), and 2023 (0.4 million shares), were excluded from the diluted EPS calculation. U.S. GAAP requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, to be treated as participating securities and included in the computation of EPS pursuant to the two-class method. Our participating securities are composed of restricted stock and non-employee director restricted stock units. The following table reconciles basic and diluted EPS amounts (in millions, except per share amounts): [Table with ~11 rows, ~28 numbers, and 467 characters.]

Share-Based Compensation

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

Product and Workers’ Compensation Liabilities

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

Legacy Asbestos and Environmental Matters

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

Environmental

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

Asbestos

In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims, similar to how we account for indemnity costs. The defense costs were historically expensed as incurred due to volatility and unpredictability. Over time, more and better data has become available and we have deployed a consistent defense strategy, with dedicated in-house counsel and national counsel managing our cases, contributing to the quantity and quality of data available related to defense costs enabling our ability to reasonably estimate. In 2025, we engaged a third-party actuarial firm to provide actuarial modeling of future defense and indemnity costs, together with our own review, we believe that we can now reasonably estimate future net legacy asbestos-related defense costs. Together, recognition of both claim indemnity and defense costs more accurately represent the estimated overall cost of resolving claims. We believe this broader accrual approach for net legacy asbestos-related defense costs is preferable and enhances the relevance and reliability of our financial reporting because it better reflects a more complete assessment of our obligations. As a result of this change, our accounting policy has been updated as follows: We accrue for legacy asbestos-related matters based on an estimate of the ultimate liability of claims incurred, whether filed or not, including an estimate of future indemnity and defense costs. Accruals for claims, including defense costs, are recorded based on an analysis of claim and resolution activity by type, defense spending, national litigation trends, and pending and future claims. We use known facts and historical claim trends and trends in defense costs, as well as an actuarial valuation in determining estimated required accruals, which we believe are probable and reasonably estimable. Our liabilities are undiscounted due to the subjectivity of the timing and/or amount of future cash payments. This accounting policy change in 2025 for defense costs has been reflected as a change in accounting estimate effected by a change in accounting principle and is accounted for on a prospective basis. We recorded pre-tax expense in Other (expense) income in the Consolidated Statement of Operations of $136 million for the year ended September 30, 2025 ($103 million after tax or $0.91 per share), which includes charges for a change in accounting method of $91 million and indemnity accrual increase of $45 million. The total gross liability, including defense costs, was $441 million at September 30, 2025, and is included in Other current liabilities and Other liabilities. This liability, net of insurance recoveries recorded in Receivables and Other assets, was $151 million at September 30, 2025. See Note 17 for additional information.

Legal Costs

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

Conditional Asset Retirement Obligations

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

Leases

We have operating leases primarily for real estate, vehicles, and equipment. We have finance leases primarily for equipment. We determine if a contract is, or contains, a lease at contract inception. A right-of-use (ROU) asset and a corresponding lease liability are recognized at commencement for contracts that are, or contain, a lease with an original term greater than 12 months. We elect to not record lease ROU assets or lease liabilities for leases with an original term of 12 months or less. ROU assets represent our right to use an underlying asset during the lease term, including periods for which renewal options are reasonably certain to be exercised, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease expense is recognized on a straight-line basis over the lease term for leases with an original term of 12 months or less. Amortization expense of the ROU asset for operating and finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate.Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. A portion of our real estate leases is generally subject to annual changes based upon an index. The changes based upon the index are treated as variable lease payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities and is expensed when incurred. We elected to not separate lease and nonlease components of contracts for most underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.Lease liabilities are recognized at the contract commencement date based on the present value of remaining lease payments over the lease term. To calculate the lease liabilities we use our incremental borrowing rate. We determine our incremental borrowing rate at the commencement date using our unsecured borrowing rate, adjusted for collateralization and lease term. For leases denominated in a currency other than the U.S. dollar, the collateralized borrowing rate in the foreign currency is determined using the U.S. dollar and foreign currency swap spread. Long-term operating lease liabilities are presented as Operating lease liabilities and current operating lease liabilities are included in Other current liabilities in the Consolidated Balance Sheet. Long-term finance lease liabilities are presented as Long-term debt and current finance lease liabilities are included in Current portion of long-term debt in the Consolidated Balance Sheet.ROU assets are recognized at the contract commencement date at the value of the related lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Operating lease ROU assets are presented as Operating lease right-of-use assets and finance lease ROU assets are presented as Property in the Consolidated Balance Sheet.Lease expenses, including amortization of ROU assets, for operating and finance leases are recognized on a straight-line basis over the lease term and recorded in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. Interest expense for finance leases is recorded in Interest expense in the Consolidated Statement of Operations.

Supplier Financing Arrangements

The Company maintains agreements with third-party financial institutions that offer voluntary supply chain financing (SCF) programs to suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between suppliers and the Company. Supplier sale of receivables to third-party financial institutions is on terms negotiated between the supplier and the respective third-party financial institution. The Company agrees on commercial terms for the goods and services procured from suppliers, including prices, quantities, and payment terms, regardless of whether the supplier elects to participate in the SCF programs. A supplier’s voluntary participation in the SCF programs has no bearing on the Company's payment terms and the Company has no economic interest in a supplier’s decision to participate in the SCF programs. The Company agrees to pay participating third-party financial institutions the stated amount of confirmed invoices from suppliers on the original maturity dates of the invoices. Amounts outstanding related to SCF programs are included in Accounts payable in the Consolidated Balance Sheet and in changes in Accounts payable on the Consolidated Statement of Cash Flows. The impact of these programs is not material to the Company's overall liquidity. The rollforward of our outstanding obligations under the SCF programs is as follows (in millions): [Table with ~4 rows, ~5 numbers, and 167 characters.]

Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (FASB) issued a new standard that requires companies to apply Accounting Standards Codification (ASC) 405-50 to disclose supplier finance program obligations. We adopted the new standard as of October 1, 2023. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, which requires expanded interim and annual disclosures of segment information regularly provided to the chief operating decision maker (CODM), the title and position of the CODM, an explanation of how the CODM uses the information in assessing segment performance and deciding how to allocate resources, and an amount for other segment items by reportable segment and a description of its composition. We expanded our disclosures to comply with this standard.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires expanded annual disclosures to the income tax rate reconciliation and the amount of income taxes paid. We will expand our disclosures in our 2026 Annual Report on Form 10-K when the standard becomes effective for us.In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain expense amounts comprising Cost of sales and Selling, general and administrative expenses, as well as a qualitative description of the remaining expense amounts. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of this standard. We will expand our disclosures in our 2028 Annual Report on Form 10-K when the standard becomes effective for us.In September 2025, the FASB issued ASU 2025-06, which modernizes the internal-use software guidance in Subtopic 350-40 by removing software development considerations, and clarifies the threshold applied to begin capitalizing costs. We are evaluating and quantifying the impact from this standard.We do not expect any other recently issued accounting pronouncements to have a material impact on our Consolidated Financial Statements and related disclosures.

2. Revenue Recognition

Nature of Products and Services

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 20 for more information.In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors.

Performance Obligations

We use executed sales agreements and purchase orders to determine the existence of a customer contract. For each customer contract, we determine if the products and services promised to the customer are distinct performance obligations. A product or service is distinct if both of the following criteria are met at contract inception: (i) the customer can benefit from the product or service on its own or together with other readily available resources, and (ii) our promise to transfer the product or perform the service is separately identifiable from other promises in the contract. The fact that we regularly sell a product or service separately is an indicator that the customer can benefit from a product or service on its own or with other readily available resources. The objective when assessing whether our promises to transfer products or perform services are distinct within the context of the contract is to determine whether the nature of the promise is to transfer each of those products or perform those services individually, or whether the promise is to transfer a combined item or items to which the promised products or services are inputs. If a promised product or service is not distinct, we combine that product or service with other promised products or services until it comprises a bundle of products or services that is distinct, which may result in accounting for all the products or services in a contract as a single performance obligation.For each performance obligation in a contract, we determine whether the performance obligation is satisfied over time. A performance obligation is satisfied over time if it meets any of the following criteria: (i) the customer simultaneously receives and consumes the benefits provided by our performance as we perform, or (ii) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) our performance does not create an asset for which we have an alternative use and we have an enforceable right to payment for performance completed to date. If one or more of these criteria are met, then we recognize revenue over time using a method that depicts performance. If none of the criteria are met, then control transfers to the customer at a point in time and we recognize revenue at that point in time. Our products represent standard, catalog products for which we have an alternative use, and therefore we recognize revenue at a point in time when control of the product transfers to the customer. For the majority of our products, control transfers upon shipment, though for some contracts control may transfer upon delivery. Product-type contracts are generally one year or less in length.Revenue in our Software & Control segment also includes revenue from perpetual and subscription software licenses under on-premise and SaaS arrangements. When on-premise software licenses are determined to be distinct performance obligations, we recognize the related revenue at a point in time when the customer is provided the right to use the license, while revenue allocated to upgrades and support are recognized over the term of the contract. To the extent that the on-premise license is not considered distinct, revenue is recognized over time over the period the related services are performed. Revenue from SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, are recognized over time during the period the customer is provided the right to use the software.We offer a wide variety of solutions and services to our customers, for which we recognize revenue over time or at a point in time based on the contract as well as the type of solution or service. If one or more of the three criteria above for over time revenue recognition are met, we recognize revenue over time as cost is incurred, as work is performed, or based on time elapsed, depending on the type of customer contract. If none of these criteria are met, we recognize revenue at a point in time when control of the asset being created or enhanced transfers to the customer. More than half of our solutions and services revenue is from contracts that are one year or less in length. For certain solutions and services offerings, when we have the right to invoice our customers in an amount that corresponds to our performance completed to date, we apply the practical expedient to measure progress and recognize revenue based on the amount for which we have the right to invoice the customer.When assessing whether we have an alternative use for an asset, we consider both contractual and practical limitations. These include: (i) the level and cost of customization of the asset that is required to meet a customer’s needs, (ii) the activities, cost, and profit margin after any rework that would be required before the asset could be directed for another use, and (iii) the portion of the asset that could not be reworked for an alternative use.At times we provide products and services free of charge to our customers as incentives when the customers purchase other products or services. These represent distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price.Most of our global warranties are assurance in nature and do not represent distinct performance obligations. See Note 9 for additional information and disclosures. We occasionally offer extended warranties to our customers that are considered a distinct performance obligation, to which we allocate revenue based on relative standalone selling price, which is recognized over the extended warranty period.We account for shipping and handling activities performed after control of a product has been transferred to the customer as a fulfillment cost. As such, we have applied the practical expedient and we accrue for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

Unfulfilled Performance Obligations

As of September 30, 2025, we expect to recognize approximately $1.415 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $800 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter. We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of September 30, 2025.

Transaction Price

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring products to, or performing services for, a customer. We estimate the transaction price at contract inception, and update the estimate each reporting period for any changes in circumstances. In some cases a contract may involve variable consideration, including rebates, credits, allowances for returns, or other similar items that generally decrease the transaction price. We use historical trend experience and expected market conditions to estimate variable consideration, including any constraint.The transaction price (including any discounts and variable consideration) is allocated between separate products and services based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which we separately sell each good or service. For items that are not sold separately, we estimate the standalone selling price using available information such as market reference points and other observable data.We have elected the practical expedient to exclude sales taxes and other similar taxes from the measurement of the transaction price.

Significant Payment Terms

Our standard payment terms vary globally but do not result in a significant delay between the timing of invoice and payment. We occasionally negotiate other payment terms during the contracting process. We do not typically include significant financing components in our contracts with customers. We have elected the practical expedient to not adjust the transaction price for the period between transfer of products or performance of services and customer payment if expected to be one year or less. For most of our products, we invoice at the time of shipment and we do not typically have significant contract balances. For our solutions and services as well as some of our products, timing may differ between revenue recognition and billing. Depending on the terms agreed to with the customer, we may invoice in advance of performance or we may invoice after performance. When revenue recognition exceeds billing we recognize a receivable, and when billing exceeds revenue recognition we recognize a contract liability.

Disaggregation of Revenue

The following table presents our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination. [Table with ~4 rows, ~21 numbers, and 286 characters.] [Table with ~4 rows, ~21 numbers, and 286 characters.] [Table with ~4 rows, ~21 numbers, and 286 characters.]

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): [Table with ~2 rows, ~6 numbers, and 112 characters.] The most significant changes in our Contract liabilities balance during both the twelve months ended September 30, 2025 and 2024, were due to amounts billed during the period, offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period. In the twelve months ended September 30, 2025, we recognized revenue of approximately $545 million that was included in the Contract liabilities balance at September 30, 2024. In the twelve months ended September 30, 2024, we recognized revenue of approximately $584 million that was included in the Contract liabilities balance at September 30, 2023. In the twelve months ended September 30, 2023, we recognized revenue of approximately $424 million that was included in the Contract liabilities at September 30, 2022. We did not have a material amount of revenue recognized in the twelve months ended September 30, 2025, 2024 and 2023, from performance obligations satisfied or partially satisfied in previous periods.

Costs to Obtain and Fulfill a Contract

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

Nature of Products and Services

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices segment is predominantly comprised of product sales, which are recognized at a point in time. Revenue from the Software & Control segment is comprised of product sales, which are recognized at a point in time, and software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 20 for more information.In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors.

Performance Obligations

We use executed sales agreements and purchase orders to determine the existence of a customer contract. For each customer contract, we determine if the products and services promised to the customer are distinct performance obligations. A product or service is distinct if both of the following criteria are met at contract inception: (i) the customer can benefit from the product or service on its own or together with other readily available resources, and (ii) our promise to transfer the product or perform the service is separately identifiable from other promises in the contract. The fact that we regularly sell a product or service separately is an indicator that the customer can benefit from a product or service on its own or with other readily available resources. The objective when assessing whether our promises to transfer products or perform services are distinct within the context of the contract is to determine whether the nature of the promise is to transfer each of those products or perform those services individually, or whether the promise is to transfer a combined item or items to which the promised products or services are inputs. If a promised product or service is not distinct, we combine that product or service with other promised products or services until it comprises a bundle of products or services that is distinct, which may result in accounting for all the products or services in a contract as a single performance obligation.For each performance obligation in a contract, we determine whether the performance obligation is satisfied over time. A performance obligation is satisfied over time if it meets any of the following criteria: (i) the customer simultaneously receives and consumes the benefits provided by our performance as we perform, or (ii) our performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) our performance does not create an asset for which we have an alternative use and we have an enforceable right to payment for performance completed to date. If one or more of these criteria are met, then we recognize revenue over time using a method that depicts performance. If none of the criteria are met, then control transfers to the customer at a point in time and we recognize revenue at that point in time. Our products represent standard, catalog products for which we have an alternative use, and therefore we recognize revenue at a point in time when control of the product transfers to the customer. For the majority of our products, control transfers upon shipment, though for some contracts control may transfer upon delivery. Product-type contracts are generally one year or less in length.Revenue in our Software & Control segment also includes revenue from perpetual and subscription software licenses under on-premise and SaaS arrangements. When on-premise software licenses are determined to be distinct performance obligations, we recognize the related revenue at a point in time when the customer is provided the right to use the license, while revenue allocated to upgrades and support are recognized over the term of the contract. To the extent that the on-premise license is not considered distinct, revenue is recognized over time over the period the related services are performed. Revenue from SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, are recognized over time during the period the customer is provided the right to use the software.We offer a wide variety of solutions and services to our customers, for which we recognize revenue over time or at a point in time based on the contract as well as the type of solution or service. If one or more of the three criteria above for over time revenue recognition are met, we recognize revenue over time as cost is incurred, as work is performed, or based on time elapsed, depending on the type of customer contract. If none of these criteria are met, we recognize revenue at a point in time when control of the asset being created or enhanced transfers to the customer. More than half of our solutions and services revenue is from contracts that are one year or less in length. For certain solutions and services offerings, when we have the right to invoice our customers in an amount that corresponds to our performance completed to date, we apply the practical expedient to measure progress and recognize revenue based on the amount for which we have the right to invoice the customer.When assessing whether we have an alternative use for an asset, we consider both contractual and practical limitations. These include: (i) the level and cost of customization of the asset that is required to meet a customer’s needs, (ii) the activities, cost, and profit margin after any rework that would be required before the asset could be directed for another use, and (iii) the portion of the asset that could not be reworked for an alternative use.At times we provide products and services free of charge to our customers as incentives when the customers purchase other products or services. These represent distinct performance obligations. As such, we allocate revenue to them based on relative standalone selling price.Most of our global warranties are assurance in nature and do not represent distinct performance obligations. See Note 9 for additional information and disclosures. We occasionally offer extended warranties to our customers that are considered a distinct performance obligation, to which we allocate revenue based on relative standalone selling price, which is recognized over the extended warranty period.We account for shipping and handling activities performed after control of a product has been transferred to the customer as a fulfillment cost. As such, we have applied the practical expedient and we accrue for the costs of shipping and handling activities if revenue is recognized before contractually agreed shipping and handling activities occur.

Unfulfilled Performance Obligations

As of September 30, 2025, we expect to recognize approximately $1.415 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $800 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter. We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of September 30, 2025.

Transaction Price

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring products to, or performing services for, a customer. We estimate the transaction price at contract inception, and update the estimate each reporting period for any changes in circumstances. In some cases a contract may involve variable consideration, including rebates, credits, allowances for returns, or other similar items that generally decrease the transaction price. We use historical trend experience and expected market conditions to estimate variable consideration, including any constraint.The transaction price (including any discounts and variable consideration) is allocated between separate products and services based on their relative standalone selling prices. The standalone selling prices are determined based on the prices at which we separately sell each good or service. For items that are not sold separately, we estimate the standalone selling price using available information such as market reference points and other observable data.We have elected the practical expedient to exclude sales taxes and other similar taxes from the measurement of the transaction price.

Significant Payment Terms

Our standard payment terms vary globally but do not result in a significant delay between the timing of invoice and payment. We occasionally negotiate other payment terms during the contracting process. We do not typically include significant financing components in our contracts with customers. We have elected the practical expedient to not adjust the transaction price for the period between transfer of products or performance of services and customer payment if expected to be one year or less. For most of our products, we invoice at the time of shipment and we do not typically have significant contract balances. For our solutions and services as well as some of our products, timing may differ between revenue recognition and billing. Depending on the terms agreed to with the customer, we may invoice in advance of performance or we may invoice after performance. When revenue recognition exceeds billing we recognize a receivable, and when billing exceeds revenue recognition we recognize a contract liability.

Disaggregation of Revenue

The following table presents our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination. [Table with ~4 rows, ~21 numbers, and 286 characters.] [Table with ~4 rows, ~21 numbers, and 286 characters.] [Table with ~4 rows, ~21 numbers, and 286 characters.]

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): [Table with ~2 rows, ~6 numbers, and 112 characters.] The most significant changes in our Contract liabilities balance during both the twelve months ended September 30, 2025 and 2024, were due to amounts billed during the period, offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period. In the twelve months ended September 30, 2025, we recognized revenue of approximately $545 million that was included in the Contract liabilities balance at September 30, 2024. In the twelve months ended September 30, 2024, we recognized revenue of approximately $584 million that was included in the Contract liabilities balance at September 30, 2023. In the twelve months ended September 30, 2023, we recognized revenue of approximately $424 million that was included in the Contract liabilities at September 30, 2022. We did not have a material amount of revenue recognized in the twelve months ended September 30, 2025, 2024 and 2023, from performance obligations satisfied or partially satisfied in previous periods.

Costs to Obtain and Fulfill a Contract

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

3. Goodwill and Other Intangible Assets

Changes in the carrying amount of Goodwill were (in millions): [Table with ~10 rows, ~37 numbers, and 459 characters.] We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment during the second quarter of fiscal 2025 and concluded that these assets were not impaired. For our annual evaluation, we performed qualitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services (excluding Sensia) reporting units and a quantitative test for the Sensia reporting unit. Refer to Note 1 for additional information on our goodwill impairment evaluations. See 2025 Impairment Assessment below for additional information on the fourth quarter evaluation. Other intangible assets consist of (in millions): [Table with ~9 rows, ~23 numbers, and 363 characters.] [Table with ~9 rows, ~24 numbers, and 362 characters.] Software products represent costs of computer software to be sold, leased, or otherwise marketed. Software products amortization expense was $11 million in 2025, $12 million in 2024, and $11 million in 2023. Estimated total amortization expense for all amortized intangible assets is $131 million in 2026, $122 million in 2027, $111 million in 2028, $73 million in 2029, and $71 million in 2030.

2025 Impairment Assessment

As a result of the historical financial performance of the Sensia joint venture not achieving expectations, during the fourth quarter of fiscal 2025, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. This decision to dissolve resulted in downward revisions to growth and profitability projections. The decision by the joint partners to pursue dissolution of the joint venture is a triggering event for impairment testing. For the Sensia reporting unit identifiable intangible assets subject to amortization within the Lifecycle Services operating segment, we believed these changes that occurred during the fourth quarter of 2025 would indicate a potential impairment. The estimated undiscounted future cash flows attributable to the reporting unit were less than the carrying value; therefore, we determined the fair value for Sensia identifiable intangible assets as of September 30, 2025. We engaged an independent third-party valuation specialist to assist with the fair value determination of the identifiable intangible assets, primarily customer relationships, using a multi-period excess earnings model. We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025. Subsequent to the impairment, our consolidated intangible asset balance as of September 30, 2025, is $864 million, including $58 million of identifiable intangible assets within the Sensia reporting unit. Following the intangible asset impairment analysis, we estimated the fair value of the Sensia reporting unit using an income approach derived from discounted cash flows. As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations. Subsequent to the impairment, our consolidated goodwill balance as of September 30, 2025, is $3,839 million and there is no remaining goodwill within the Sensia reporting unit.Subsequent to September 30, 2025, and prior to the issuance of these financial statements, the joint venture parents have signed a term sheet that details the distribution of assets and related terms and conditions for the dissolution. As a result, the assets and liabilities to be distributed have met the requirements as held for sale and will be reported as such in our first fiscal quarter. The transaction is expected to close in the first half of fiscal 2026 subject to customary closing conditions.

2023 Impairment Assessment

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

2025 Impairment Assessment

As a result of the historical financial performance of the Sensia joint venture not achieving expectations, during the fourth quarter of fiscal 2025, a strategic review by the partners resulted in a decision to pursue an orderly dissolution. This decision to dissolve resulted in downward revisions to growth and profitability projections. The decision by the joint partners to pursue dissolution of the joint venture is a triggering event for impairment testing. For the Sensia reporting unit identifiable intangible assets subject to amortization within the Lifecycle Services operating segment, we believed these changes that occurred during the fourth quarter of 2025 would indicate a potential impairment. The estimated undiscounted future cash flows attributable to the reporting unit were less than the carrying value; therefore, we determined the fair value for Sensia identifiable intangible assets as of September 30, 2025. We engaged an independent third-party valuation specialist to assist with the fair value determination of the identifiable intangible assets, primarily customer relationships, using a multi-period excess earnings model. We compared the fair value of $58 million to the carrying value, which resulted in a pre-tax, non-cash intangible asset impairment charge of $63 million during the fourth quarter of fiscal 2025. Subsequent to the impairment, our consolidated intangible asset balance as of September 30, 2025, is $864 million, including $58 million of identifiable intangible assets within the Sensia reporting unit. Following the intangible asset impairment analysis, we estimated the fair value of the Sensia reporting unit using an income approach derived from discounted cash flows. As of September 30, 2025, the carrying value of the Sensia reporting unit, after consideration of the fourth quarter intangible asset impairment, was determined to be in excess of the reporting unit’s fair value, resulting in a $161 million pre-tax, non-cash goodwill impairment charge recorded in the Consolidated Statement of Operations. Subsequent to the impairment, our consolidated goodwill balance as of September 30, 2025, is $3,839 million and there is no remaining goodwill within the Sensia reporting unit.Subsequent to September 30, 2025, and prior to the issuance of these financial statements, the joint venture parents have signed a term sheet that details the distribution of assets and related terms and conditions for the dissolution. As a result, the assets and liabilities to be distributed have met the requirements as held for sale and will be reported as such in our first fiscal quarter. The transaction is expected to close in the first half of fiscal 2026 subject to customary closing conditions.

2023 Impairment Assessment

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

4. Acquisitions

2024 Acquisitions

In October 2023, we acquired Clearpath Robotics, Inc., including its industrial division OTTO Motors (Clearpath), a company that specializes in autonomous robotics for industrial applications, headquartered in Ontario, Canada. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of October 2, 2023. The aggregate purchase price allocation is as follows (in millions): [Table with ~12 rows, ~12 numbers, and 361 characters.] Intangible assets identified include $270 million of technology, $41 million of trademarks, and $2 million of customer relationships. We assigned the full amount of goodwill and all other assets acquired to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Clearpath reflects a number of factors including the future earnings and cash flow potential for the business and resulting synergies from the business portfolio and industry expertise. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. Refer to Note 1 for further information regarding levels in the fair value hierarchy. The key assumption requiring the use of judgement in the valuation of the technology asset was the obsolescence factor, where we estimated a phase out over 12 years; other assumptions included forecasted revenue growth rates and margin and the discount rate. The key assumption requiring the use of judgement in the valuation of the trademarks asset was the weighted average royalty rate of 2.05 percent; other assumptions included forecasted revenue growth rates and the discount rate.The purchase price included up to $50 million in contingent consideration that can be earned by sellers if Clearpath achieves revenue targets that it had established prior to the acquisition in two performance periods ending February 29, 2024, and February 28, 2025. We developed various risk-based scenarios and a probability outcome model to measure the fair value of the contingent consideration. We determined the fair value to be $43 million as of the acquisition date, which is considered a level 3 measurement under the U.S. GAAP fair value hierarchy. We updated the fair value measures quarterly during the performance periods to reflect actual contingent consideration earned. The following table presents the fair value of the contingent consideration in the Consolidated Balance Sheet (in millions): [Table with ~7 rows, ~18 numbers, and 478 characters.] No consideration was earned or paid for the second performance period. The consideration for the amount earned for the first performance period was paid during the third quarter of 2024.In November 2023, we acquired Verve Industrial Protection (Verve), a cybersecurity software and services company that focuses specifically on industrial environments. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of November 1, 2023. The aggregate purchase price allocation is as follows (in millions): [Table with ~8 rows, ~8 numbers, and 243 characters.] We assigned the full amount of goodwill to our Lifecycle Services segment. We expect the goodwill to be deductible for tax purposes. The goodwill recorded represents intangible assets that do not qualify for separate recognition. Pro forma consolidated sales for the years ended September 30, 2024 and 2023, were $8.3 billion and $9.1 billion, respectively, and the impact on earnings was not material. The preceding pro forma consolidated financial results of operations are as if the preceding 2024 acquisitions occurred on October 1, 2022. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time. Total sales from all of the above 2024 acquisitions in the year ended September 30, 2024, were $84 million. Total acquisition-related costs from all of the above 2024 acquisitions in the year ended September 30, 2024, were not material. Net losses from all of the above 2024 acquisitions in the year ended September 30, 2024, were $53 million.

2023 Acquisitions

In October 2022, we acquired CUBIC, a company that specializes in modular systems for the construction of electrical panels, headquartered in Bronderslev, Denmark. We assigned the full amount of goodwill related to this acquisition to our Intelligent Devices segment.In February 2023, we acquired Knowledge Lens, a services and solutions provider headquartered in Bengaluru, India. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.We recorded assets acquired and liabilities assumed in connection with these acquisitions based on their estimated fair values as of the acquisition dates of October 31, 2022, and February 28, 2023, respectively. The aggregate purchase price allocation is as follows (in millions): [Table with ~11 rows, ~11 numbers, and 346 characters.] Pro forma consolidated sales for the years ended September 30, 2023 and 2022, were approximately $9.1 billion and $7.9 billion, respectively, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if the preceding fiscal 2023 acquisitions occurred on October 1, 2021. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time. Acquisition-related costs recorded as expenses in the year ended September 30, 2023, were not material. Total sales in 2023 from the 2023 acquisitions were $88 million, and the impact on earnings was not material. Total acquisition costs from the 2023 acquisitions were not material.

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): [Table with ~12 rows, ~12 numbers, and 361 characters.] Intangible assets identified include $270 million of technology, $41 million of trademarks, and $2 million of customer relationships. We assigned the full amount of goodwill and all other assets acquired to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Clearpath reflects a number of factors including the future earnings and cash flow potential for the business and resulting synergies from the business portfolio and industry expertise. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. Refer to Note 1 for further information regarding levels in the fair value hierarchy. The key assumption requiring the use of judgement in the valuation of the technology asset was the obsolescence factor, where we estimated a phase out over 12 years; other assumptions included forecasted revenue growth rates and margin and the discount rate. The key assumption requiring the use of judgement in the valuation of the trademarks asset was the weighted average royalty rate of 2.05 percent; other assumptions included forecasted revenue growth rates and the discount rate.The purchase price included up to $50 million in contingent consideration that can be earned by sellers if Clearpath achieves revenue targets that it had established prior to the acquisition in two performance periods ending February 29, 2024, and February 28, 2025. We developed various risk-based scenarios and a probability outcome model to measure the fair value of the contingent consideration. We determined the fair value to be $43 million as of the acquisition date, which is considered a level 3 measurement under the U.S. GAAP fair value hierarchy. We updated the fair value measures quarterly during the performance periods to reflect actual contingent consideration earned. The following table presents the fair value of the contingent consideration in the Consolidated Balance Sheet (in millions): [Table with ~7 rows, ~18 numbers, and 478 characters.] No consideration was earned or paid for the second performance period. The consideration for the amount earned for the first performance period was paid during the third quarter of 2024.In November 2023, we acquired Verve Industrial Protection (Verve), a cybersecurity software and services company that focuses specifically on industrial environments. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of November 1, 2023. The aggregate purchase price allocation is as follows (in millions): [Table with ~8 rows, ~8 numbers, and 243 characters.] We assigned the full amount of goodwill to our Lifecycle Services segment. We expect the goodwill to be deductible for tax purposes. The goodwill recorded represents intangible assets that do not qualify for separate recognition. Pro forma consolidated sales for the years ended September 30, 2024 and 2023, were $8.3 billion and $9.1 billion, respectively, and the impact on earnings was not material. The preceding pro forma consolidated financial results of operations are as if the preceding 2024 acquisitions occurred on October 1, 2022. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time. Total sales from all of the above 2024 acquisitions in the year ended September 30, 2024, were $84 million. Total acquisition-related costs from all of the above 2024 acquisitions in the year ended September 30, 2024, were not material. Net losses from all of the above 2024 acquisitions in the year ended September 30, 2024, were $53 million.

2023 Acquisitions

In October 2022, we acquired CUBIC, a company that specializes in modular systems for the construction of electrical panels, headquartered in Bronderslev, Denmark. We assigned the full amount of goodwill related to this acquisition to our Intelligent Devices segment.In February 2023, we acquired Knowledge Lens, a services and solutions provider headquartered in Bengaluru, India. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.We recorded assets acquired and liabilities assumed in connection with these acquisitions based on their estimated fair values as of the acquisition dates of October 31, 2022, and February 28, 2023, respectively. The aggregate purchase price allocation is as follows (in millions): [Table with ~11 rows, ~11 numbers, and 346 characters.] Pro forma consolidated sales for the years ended September 30, 2023 and 2022, were approximately $9.1 billion and $7.9 billion, respectively, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if the preceding fiscal 2023 acquisitions occurred on October 1, 2021. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time. Acquisition-related costs recorded as expenses in the year ended September 30, 2023, were not material. Total sales in 2023 from the 2023 acquisitions were $88 million, and the impact on earnings was not material. Total acquisition costs from the 2023 acquisitions were not material.

5. Inventories

Inventories consist of (in millions): [Table with ~4 rows, ~11 numbers, and 114 characters.]

6. Property, net

Property consists of (in millions): [Table with ~8 rows, ~19 numbers, and 245 characters.]

7. Long-term and Short-term Debt

Long-term debt consists of (in millions): [Table with ~13 rows, ~36 numbers, and 581 characters.] Our long-term debt and notes payable maturities in the next five years include a $250 million debt issuance that matures in fiscal year 2028, and a $425 million note that matures in fiscal year 2029. Our Short-term debt as of September 30, 2025 and 2024, includes commercial paper borrowings of $522 million and $657 million, with a weighted average interest rate of 4.24 percent and 5.14 percent, and a weighted average maturity period of 16 days and 24 days, respectively. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of September 30, 2025 and 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent and 6.17 percent, respectively. Also included in Short-term debt as of September 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into, and in October 2025, these loans were extended to January 15, 2026. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of September 30, 2025. In May 2025, we entered into a $500 million senior unsecured 364-day term loan credit agreement and were advanced the full loan amount. In August and September 2025, we repaid the loan amount. The credit agreement remains available until May 2026. This agreement was in addition to our existing $1.5 billion unsecured revolving credit facility expiring in June 2027, which remains outstanding and undrawn as of September 30, 2025. Both the credit facility and credit agreement use the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against the credit facility during the periods ended September 30, 2025, or September 30, 2024. The term loan agreement contains covenants similar to those under our credit facility, in which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA (as defined in the facility) for the preceding four quarters to consolidated interest expense for the same period. We were in compliance with all covenants under our credit agreement and credit facilities at September 30, 2025 and 2024.Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. Under our current policy, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.Separate short-term unsecured credit facilities of approximately $275 million at September 30, 2025, were available to non-U.S. subsidiaries, of which approximately $34 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at September 30, 2025 and 2024, were not significant. There are no significant commitment fees or compensating balance requirements under our credit facilities.Interest payments were $157 million during 2025, $153 million during 2024, and $133 million during 2023. The following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions): [Table with ~2 rows, ~10 numbers, and 171 characters.] 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 1 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): [Table with ~9 rows, ~23 numbers, and 336 characters.]

9. Product Warranty Obligations

We record a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience. Most of our products are covered under a warranty period that runs for twelve months from either the date of sale or installation. We also record a liability for specific warranty matters when they become known and reasonably estimable. Changes in product warranty obligations were (in millions): [Table with ~5 rows, ~13 numbers, and 191 characters.]

10. Investments

Our investments consist of (in millions): [Table with ~3 rows, ~9 numbers, and 94 characters.]

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 in Note 1. The carrying values at both September 30, 2025 and 2024, include cumulative upward adjustments from observed price changes of $23 million. The carrying values at September 30, 2025 and 2024, include cumulative downward adjustments from observed price changes and impairments of $10 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. The gains and losses on investments we recorded for the following periods were (in millions): [Table with ~6 rows, ~16 numbers, and 315 characters.] Net gain on equity securities (level 1) in 2023 consisted of the change in fair value and gain on sale of shares of PTC Inc. (PTC) common stock (PTC Shares). As of September 30, 2023, all PTC Shares had been sold. Refer to Note 1 for further information regarding levels in the fair value hierarchy. We did not have any transfers between levels of fair value measurements during the periods presented.

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 in Note 1. The carrying values at both September 30, 2025 and 2024, include cumulative upward adjustments from observed price changes of $23 million. The carrying values at September 30, 2025 and 2024, include cumulative downward adjustments from observed price changes and impairments of $10 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. The gains and losses on investments we recorded for the following periods were (in millions): [Table with ~6 rows, ~16 numbers, and 315 characters.] Net gain on equity securities (level 1) in 2023 consisted of the change in fair value and gain on sale of shares of PTC Inc. (PTC) common stock (PTC Shares). As of September 30, 2023, all PTC Shares had been sold. Refer to Note 1 for further information regarding levels in the fair value hierarchy. We did not have any transfers between levels of fair value measurements during the periods presented.

11. Derivative Instruments

We use foreign currency forward exchange contracts and cross-currency swaps to manage certain foreign currency risks. We have also used treasury locks to manage risks associated with interest rate fluctuations. The following information explains how we use and value these types of derivative instruments and how they impact our consolidated financial statements.Additional information related to the impacts of cash flow hedges on Other comprehensive income is included in Note 12.

Types of Derivative Instruments and Hedging Activities

Cash Flow HedgesWe enter into foreign currency forward exchange 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 (cash flow hedges). We report in Other comprehensive income the effective portion of the gain or loss on derivative financial instruments that we designate and that qualify as cash flow hedges. We reclassify these gains or losses into earnings in the same periods when the hedged transactions affect earnings. To the extent forward exchange contracts designated as cash flow hedges are ineffective, changes in value are recorded in earnings through the maturity date. There was no impact on earnings due to ineffective cash flow hedges in 2025, 2024, and 2023. At September 30, 2025, we had a U.S. dollar-equivalent gross notional amount of $753 million of foreign currency forward exchange contracts designated as cash flow hedges. The pre-tax amount of gains (losses) recorded in Other comprehensive income related to cash flow hedges that would have been recorded in the Consolidated Statement of Operations had they not been so designated was (in millions):202520242023Forward exchange contracts$7 $(21)$18 The pre-tax amount of (losses) gains reclassified from Accumulated other comprehensive income into the Consolidated Statement of Operations related to foreign currency forward exchange contracts designated as cash flow hedges, which offset the related gains and losses on the hedged items during the periods presented, was (in millions): [Table with ~5 rows, ~15 numbers, and 138 characters.] Approximately $15 million of pre-tax net unrealized losses on cash flow hedges as of September 30, 2025, will be reclassified into earnings during the next twelve months. We expect that these net unrealized losses will be offset when the hedged items are recognized in earnings.Net Investment HedgesWe use cross-currency swap contracts to hedge portions of our net investments in non-U.S. subsidiaries (net investment hedges) against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar (USD). The changes in the spot rates of these instruments are recorded in Accumulated other comprehensive loss within Shareowners’ equity, partially offsetting gains and losses recorded on our net investments globally. Any ineffective portions of net investment hedges are reclassified from Accumulated other comprehensive loss into earnings during the period of change. There was no impact on earnings due to ineffective net investment hedges in 2025, 2024, or 2023. The interest component from these swaps is recorded in interest expense on the accompanying Consolidated Statement of Operations consistent with the classification of interest expense attributable to the underlying debt. In 2025, we entered into several cross-currency swaps that we designated as after-tax net investment hedges of certain Euro (EUR), Swiss Franc (CHF), and Chinese Yuan (CNY) functional currency denominated subsidiaries. The cross-currency swaps exchange fixed-rate payments in EUR, CHF, and Chinese Yuan Renminbi (RMB) for fixed-rate receipts in USD. At September 30, 2025, the USD-equivalent gross notional amount of these cross-currency swaps totaled $800 million. Derivatives Not Designated as Hedging InstrumentsCertain of our locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany loans and other transactions with third parties denominated in foreign currencies. We enter into foreign currency forward exchange contracts that we do not designate as hedging instruments to offset the transaction gains or losses associated with some of these assets and liabilities. Gains and losses on derivative financial instruments for which we do not elect hedge accounting are recognized in the Consolidated Statement of Operations in each period, based on the change in the fair value of the derivative financial instruments. At September 30, 2025, we had a U.S. dollar-equivalent gross notional amount of $799 million of foreign currency forward exchange contracts not designated as hedging instruments. The pre-tax amount of gains (losses) from forward exchange contracts not designated as hedging instruments recognized in the Consolidated Statement of Operations was (in millions): [Table with ~3 rows, ~12 numbers, and 85 characters.]

Fair Value of Derivative Instruments

We recognize all derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheet. We value our forward exchange contracts using a market approach. We use a valuation model based on inputs including forward and spot prices for currency and interest rate curves. We did not change our valuation techniques during fiscal 2025, 2024, or 2023. It is our policy to execute such instruments with major financial institutions that we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. We diversify our foreign currency forward exchange contracts and cross-currency swaps among counterparties to minimize exposure to any one of these entities. Our foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries. The U.S. dollar-equivalent gross notional amount of our forward exchange contracts totaled $1,552 million at September 30, 2025. The fair value of our derivatives and their location in our Consolidated Balance Sheet were (in millions): [Table with ~7 rows, ~14 numbers, and 385 characters.] [Table with ~4 rows, ~9 numbers, and 252 characters.] Refer to Note 1 for further information regarding levels in the fair value hierarchy.

Types of Derivative Instruments and Hedging Activities

Cash Flow HedgesWe enter into foreign currency forward exchange 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 (cash flow hedges). We report in Other comprehensive income the effective portion of the gain or loss on derivative financial instruments that we designate and that qualify as cash flow hedges. We reclassify these gains or losses into earnings in the same periods when the hedged transactions affect earnings. To the extent forward exchange contracts designated as cash flow hedges are ineffective, changes in value are recorded in earnings through the maturity date. There was no impact on earnings due to ineffective cash flow hedges in 2025, 2024, and 2023. At September 30, 2025, we had a U.S. dollar-equivalent gross notional amount of $753 million of foreign currency forward exchange contracts designated as cash flow hedges. The pre-tax amount of gains (losses) recorded in Other comprehensive income related to cash flow hedges that would have been recorded in the Consolidated Statement of Operations had they not been so designated was (in millions):202520242023Forward exchange contracts$7 $(21)$18 The pre-tax amount of (losses) gains reclassified from Accumulated other comprehensive income into the Consolidated Statement of Operations related to foreign currency forward exchange contracts designated as cash flow hedges, which offset the related gains and losses on the hedged items during the periods presented, was (in millions): [Table with ~5 rows, ~15 numbers, and 138 characters.] Approximately $15 million of pre-tax net unrealized losses on cash flow hedges as of September 30, 2025, will be reclassified into earnings during the next twelve months. We expect that these net unrealized losses will be offset when the hedged items are recognized in earnings.Net Investment HedgesWe use cross-currency swap contracts to hedge portions of our net investments in non-U.S. subsidiaries (net investment hedges) against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar (USD). The changes in the spot rates of these instruments are recorded in Accumulated other comprehensive loss within Shareowners’ equity, partially offsetting gains and losses recorded on our net investments globally. Any ineffective portions of net investment hedges are reclassified from Accumulated other comprehensive loss into earnings during the period of change. There was no impact on earnings due to ineffective net investment hedges in 2025, 2024, or 2023. The interest component from these swaps is recorded in interest expense on the accompanying Consolidated Statement of Operations consistent with the classification of interest expense attributable to the underlying debt. In 2025, we entered into several cross-currency swaps that we designated as after-tax net investment hedges of certain Euro (EUR), Swiss Franc (CHF), and Chinese Yuan (CNY) functional currency denominated subsidiaries. The cross-currency swaps exchange fixed-rate payments in EUR, CHF, and Chinese Yuan Renminbi (RMB) for fixed-rate receipts in USD. At September 30, 2025, the USD-equivalent gross notional amount of these cross-currency swaps totaled $800 million. Derivatives Not Designated as Hedging InstrumentsCertain of our locations have assets and liabilities denominated in currencies other than their functional currencies resulting from intercompany loans and other transactions with third parties denominated in foreign currencies. We enter into foreign currency forward exchange contracts that we do not designate as hedging instruments to offset the transaction gains or losses associated with some of these assets and liabilities. Gains and losses on derivative financial instruments for which we do not elect hedge accounting are recognized in the Consolidated Statement of Operations in each period, based on the change in the fair value of the derivative financial instruments. At September 30, 2025, we had a U.S. dollar-equivalent gross notional amount of $799 million of foreign currency forward exchange contracts not designated as hedging instruments. The pre-tax amount of gains (losses) from forward exchange contracts not designated as hedging instruments recognized in the Consolidated Statement of Operations was (in millions): [Table with ~3 rows, ~12 numbers, and 85 characters.]

Fair Value of Derivative Instruments

We recognize all derivative financial instruments as either assets or liabilities at fair value in the Consolidated Balance Sheet. We value our forward exchange contracts using a market approach. We use a valuation model based on inputs including forward and spot prices for currency and interest rate curves. We did not change our valuation techniques during fiscal 2025, 2024, or 2023. It is our policy to execute such instruments with major financial institutions that we believe to be creditworthy and not to enter into derivative financial instruments for speculative purposes. We diversify our foreign currency forward exchange contracts and cross-currency swaps among counterparties to minimize exposure to any one of these entities. Our foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries. The U.S. dollar-equivalent gross notional amount of our forward exchange contracts totaled $1,552 million at September 30, 2025. The fair value of our derivatives and their location in our Consolidated Balance Sheet were (in millions): [Table with ~7 rows, ~14 numbers, and 385 characters.] [Table with ~4 rows, ~9 numbers, and 252 characters.] Refer to Note 1 for further information regarding levels in the fair value hierarchy.

12. Shareowners’ Equity

Common Stock

At September 30, 2025, the authorized stock of the Company consisted of one billion shares of common stock, par value $1.00 per share, and 25 million shares of preferred stock, without par value. At September 30, 2025, 10.6 million shares of authorized common stock were reserved for various incentive plans. In 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 outstanding common shares are summarized as follows (in millions): [Table with ~4 rows, ~15 numbers, and 192 characters.] At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable that do not settle until 2026. At September 30, 2024, there was no significant outstanding common stock share repurchases recorded in Accounts payable that did not settle until 2025.

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component were (in millions): [Table with ~13 rows, ~55 numbers, and 1034 characters.] (1) Accumulated currency translation adjustments, net of tax includes a $17 million loss in 2025 from the effects of cross-currency swap contracts. The reclassifications out of Accumulated other comprehensive loss to the Consolidated Statement of Operations were (in millions): [Table with ~9 rows, ~38 numbers, and 926 characters.] (1) These components are included in the computation of net periodic benefit costs. See Note 14 for further information.

Common Stock

At September 30, 2025, the authorized stock of the Company consisted of one billion shares of common stock, par value $1.00 per share, and 25 million shares of preferred stock, without par value. At September 30, 2025, 10.6 million shares of authorized common stock were reserved for various incentive plans. In 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 outstanding common shares are summarized as follows (in millions): [Table with ~4 rows, ~15 numbers, and 192 characters.] At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable that do not settle until 2026. At September 30, 2024, there was no significant outstanding common stock share repurchases recorded in Accounts payable that did not settle until 2025.

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss attributable to Rockwell Automation by component were (in millions): [Table with ~13 rows, ~55 numbers, and 1034 characters.] (1) Accumulated currency translation adjustments, net of tax includes a $17 million loss in 2025 from the effects of cross-currency swap contracts. The reclassifications out of Accumulated other comprehensive loss to the Consolidated Statement of Operations were (in millions): [Table with ~9 rows, ~38 numbers, and 926 characters.] (1) These components are included in the computation of net periodic benefit costs. See Note 14 for further information.

13. Share-Based Compensation

During 2025, 2024, and 2023, we recognized $85 million, $100 million, and $88 million of pre-tax share-based compensation expense, respectively. The total income tax benefit related to share-based compensation expense was $13 million, $16 million, and $15 million during 2025, 2024, and 2023, respectively. As of September 30, 2025, total unrecognized compensation cost related to share-based compensation awards, net of estimated forfeitures, was $76 million, which we expect to recognize over a weighted average period of approximately 1.6 years.During 2020, we adopted, and our shareowners approved, our 2020 Long-Term Incentives Plan (2020 Plan), which replaced our 2012 Long-Term Incentives Plan, as amended (2012 Plan), and our 2003 Directors Stock Plan, as amended (Directors Plan). Our 2020 Plan authorizes us to deliver up to 13.0 million shares of our common stock upon exercise of stock options, upon grant, or in payment of stock appreciation rights, performance shares, performance units, restricted stock units, or restricted stock. Shares relating to awards under our 2012 Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance or delivery of shares or that are settled in cash in lieu of shares will be available for further awards under the 2020 Plan. Approximately 6.2 million shares under our 2020 Plan remain available for future grant or payment at September 30, 2025. We use treasury stock to deliver shares of our common stock under these plans. Our 2020 Plan does not permit share-based compensation awards to be granted after February 4, 2030.

Stock Options

We have granted non-qualified and incentive stock options to purchase our common stock under various incentive plans at prices equal to the fair market value of the stock on the grant dates. The exercise price for stock options granted under the plans may be paid in cash, already-owned shares of common stock, or a combination of cash and such shares. Stock options expire ten years after the grant date and vest ratably over three years.The per share weighted average fair value of stock options granted during the years ended September 30, 2025, 2024, and 2023, was $93.48, $85.63, and $77.62, respectively. The total intrinsic value of stock options exercised was $75 million, $27 million, and $70 million during 2025, 2024, and 2023, respectively. We estimated the fair value of each stock option on the date of grant using the Black-Scholes pricing model and the following assumptions: [Table with ~4 rows, ~15 numbers, and 163 characters.] The average risk-free interest rate is based on U.S. Treasury security rates corresponding to the expected term in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using daily historical volatility of our stock price over the most recent period corresponding to the expected term as of the grant date. We determined the expected term of the stock options using historical data adjusted for the estimated exercise dates of unexercised options. A summary of stock option activity for the year ended September 30, 2025, is as follows: [Table with ~7 rows, ~21 numbers, and 380 characters.] The amount of options expected to vest is materially consistent with those outstanding and not yet exercisable.

Performance Share Awards

Certain officers and key employees are also eligible to receive shares of our common stock in payment of performance share awards granted to them. Grantees of performance shares will be eligible to receive shares of our common stock depending upon our total shareowner return, assuming reinvestment of all dividends, relative to the performance over a three-year period of companies in the S&P 500 Selected GICS groups: Capital Goods, Software and Services, and Technology Hardware and Equipment. The number of shares actually earned for awards granted will range from zero percent to 200 percent of the targeted number of performance shares for the three-year performance periods and will be paid, to the extent earned, in the fiscal quarter following the end of the applicable three-year performance period. A summary of performance share activity for the year ended September 30, 2025, is as follows: [Table with ~5 rows, ~14 numbers, and 238 characters.] (1) Performance shares granted assuming achievement of performance goals at target.(2) Adjustments were due to the number of shares vested under fiscal 2022 awards at the end of the three-year performance period ended September 30, 2024, being lower than the target number of shares. The following table summarizes information about performance shares vested during the years ended September 30, 2025, 2024, and 2023: [Table with ~3 rows, ~9 numbers, and 130 characters.] For the three-year performance period ended September 30, 2025, the payout will be 70% of the target number of shares, with a maximum of approximately 35,000 shares to be delivered in payment under the awards in December 2025. The per share fair value of performance share awards granted during the years ended September 30, 2025, 2024, and 2023, was $387.72, $295.06, and $340.77, respectively, which we determined using a Monte Carlo simulation and the following assumptions: [Table with ~3 rows, ~12 numbers, and 133 characters.] The average risk-free interest rate is based on the three-year U.S. Treasury security rate in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. The expected volatilities were determined using daily historical volatility for the most recent three-year period as of the grant date.

Restricted Stock Units

We grant restricted stock units to certain employees, and non-employee directors may elect to receive a portion of their compensation in restricted stock units. Restrictions on employee restricted stock and employee restricted stock units generally lapse over periods ranging from one to three years. Director restricted stock units generally are payable upon retirement. We value restricted stock and restricted stock units at the closing market value of our common stock on the date of grant. The weighted average fair value of restricted stock and restricted stock unit awards granted during the years ended September 30, 2025, 2024, and 2023, was $299.05, $276.34, and $263.67, respectively. The total fair value of shares vested during the years ended September 30, 2025, 2024, and 2023, was $64 million, $60 million, and $54 million, respectively. A summary of restricted stock and restricted stock unit activity for the year ended September 30, 2025, is as follows: [Table with ~5 rows, ~12 numbers, and 195 characters.] We also granted approximately 6,100 shares of unrestricted common stock to non-employee directors during the year ended September 30, 2025. The weighted average grant date fair value of the unrestricted stock awards granted during the years ended September 30, 2025, 2024, and 2023, was $297.10, $278.35, and $261.56, respectively.

Stock Options

We have granted non-qualified and incentive stock options to purchase our common stock under various incentive plans at prices equal to the fair market value of the stock on the grant dates. The exercise price for stock options granted under the plans may be paid in cash, already-owned shares of common stock, or a combination of cash and such shares. Stock options expire ten years after the grant date and vest ratably over three years.The per share weighted average fair value of stock options granted during the years ended September 30, 2025, 2024, and 2023, was $93.48, $85.63, and $77.62, respectively. The total intrinsic value of stock options exercised was $75 million, $27 million, and $70 million during 2025, 2024, and 2023, respectively. We estimated the fair value of each stock option on the date of grant using the Black-Scholes pricing model and the following assumptions: [Table with ~4 rows, ~15 numbers, and 163 characters.] The average risk-free interest rate is based on U.S. Treasury security rates corresponding to the expected term in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. We determined expected volatility using daily historical volatility of our stock price over the most recent period corresponding to the expected term as of the grant date. We determined the expected term of the stock options using historical data adjusted for the estimated exercise dates of unexercised options. A summary of stock option activity for the year ended September 30, 2025, is as follows: [Table with ~7 rows, ~21 numbers, and 380 characters.] The amount of options expected to vest is materially consistent with those outstanding and not yet exercisable.

Performance Share Awards

Certain officers and key employees are also eligible to receive shares of our common stock in payment of performance share awards granted to them. Grantees of performance shares will be eligible to receive shares of our common stock depending upon our total shareowner return, assuming reinvestment of all dividends, relative to the performance over a three-year period of companies in the S&P 500 Selected GICS groups: Capital Goods, Software and Services, and Technology Hardware and Equipment. The number of shares actually earned for awards granted will range from zero percent to 200 percent of the targeted number of performance shares for the three-year performance periods and will be paid, to the extent earned, in the fiscal quarter following the end of the applicable three-year performance period. A summary of performance share activity for the year ended September 30, 2025, is as follows: [Table with ~5 rows, ~14 numbers, and 238 characters.] (1) Performance shares granted assuming achievement of performance goals at target.(2) Adjustments were due to the number of shares vested under fiscal 2022 awards at the end of the three-year performance period ended September 30, 2024, being lower than the target number of shares. The following table summarizes information about performance shares vested during the years ended September 30, 2025, 2024, and 2023: [Table with ~3 rows, ~9 numbers, and 130 characters.] For the three-year performance period ended September 30, 2025, the payout will be 70% of the target number of shares, with a maximum of approximately 35,000 shares to be delivered in payment under the awards in December 2025. The per share fair value of performance share awards granted during the years ended September 30, 2025, 2024, and 2023, was $387.72, $295.06, and $340.77, respectively, which we determined using a Monte Carlo simulation and the following assumptions: [Table with ~3 rows, ~12 numbers, and 133 characters.] The average risk-free interest rate is based on the three-year U.S. Treasury security rate in effect as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. The expected volatilities were determined using daily historical volatility for the most recent three-year period as of the grant date.

Restricted Stock Units

We grant restricted stock units to certain employees, and non-employee directors may elect to receive a portion of their compensation in restricted stock units. Restrictions on employee restricted stock and employee restricted stock units generally lapse over periods ranging from one to three years. Director restricted stock units generally are payable upon retirement. We value restricted stock and restricted stock units at the closing market value of our common stock on the date of grant. The weighted average fair value of restricted stock and restricted stock unit awards granted during the years ended September 30, 2025, 2024, and 2023, was $299.05, $276.34, and $263.67, respectively. The total fair value of shares vested during the years ended September 30, 2025, 2024, and 2023, was $64 million, $60 million, and $54 million, respectively. A summary of restricted stock and restricted stock unit activity for the year ended September 30, 2025, is as follows: [Table with ~5 rows, ~12 numbers, and 195 characters.] We also granted approximately 6,100 shares of unrestricted common stock to non-employee directors during the year ended September 30, 2025. The weighted average grant date fair value of the unrestricted stock awards granted during the years ended September 30, 2025, 2024, and 2023, was $297.10, $278.35, and $261.56, respectively.

14. Retirement Benefits

We sponsor funded and unfunded pension plans and other postretirement benefit plans for our employees. The pension plans provide for monthly pension payments to eligible employees after retirement. Pension benefits for salaried employees generally are based on years of credited service and average earnings. Pension benefits for hourly employees are primarily based on specified benefit amounts and years of service. Effective July 1, 2010, we closed participation in our U.S. and Canada pension plans to employees hired after June 30, 2010. Employees hired after June 30, 2010, are instead eligible to participate in defined contribution plans. Effective October 1, 2010, we also closed participation in our U.K. pension plan to employees hired after September 30, 2010, and these employees are now eligible for a defined contribution plan. Benefits to be provided to plan participants hired before July 1, 2010, or October 1, 2010, respectively, are not affected by these changes. Our policy with respect to funding our pension obligations is to fund at a minimum the amount required by applicable laws and governmental regulations. We were not required to make contributions to satisfy minimum funding requirements in our U.S. pension plans in 2025, 2024, or 2023. We made a voluntary contribution of $70 million to our U.S. qualified pension plan in 2025. We did not make voluntary contributions to our U.S. qualified pension plan in 2024 or 2023. We sponsor various defined contribution savings plans that allow eligible employees to contribute a portion of their income in accordance with plan specific guidelines. We contribute to savings plans and/or will match a percentage of the employee contributions up to certain limits. The Company contributions to defined contribution plans are based on age and years of service and range from 3% to 7% of eligible compensation. Expense related to these plans was $85 million in 2025, $92 million in 2024, and $77 million in 2023.Other postretirement benefits are primarily in the form of retirement medical plans that cover certain employees in the U.S. and Canada and provide for the payment of certain medical costs of eligible employees and dependents after retirement. The postretirement benefit plan was closed to employees hired after December 31, 2004.

Net Periodic Benefit Cost

The components of net periodic benefit cost were (in millions): [Table with ~6 rows, ~34 numbers, and 335 characters.] The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other (expense) income in the Consolidated Statement of Operations. Significant assumptions used in determining net periodic benefit cost were (in weighted averages): [Table with ~8 rows, ~30 numbers, and 405 characters.]

Net Benefit Obligation

Benefit obligation, plan assets, funded status, and net liability information is summarized as follows (in millions): [Table with ~18 rows, ~64 numbers, and 744 characters.] [Table with ~5 rows, ~14 numbers, and 192 characters.] The actuarial gains recorded within the benefit obligation in 2025 were primarily the result of an increase in the discount rate for the U.S. Plans, which increased from 5.10% in 2024 to 5.35% in 2025. The actuarial losses recorded within the benefit obligation in 2024 were primarily the result of a decrease in the discount rate for the U.S. Plans, which decreased from 6.10% in 2023 to 5.10% in 2024. Approximately 69 percent of our 2025 global projected benefit obligation relates to our U.S. pension plan. Amounts included in Accumulated other comprehensive loss, net of tax, which have not yet been recognized in net periodic benefit cost are as follows (in millions): [Table with ~3 rows, ~16 numbers, and 160 characters.] During 2025, we recognized settlement and curtailment charges of $1 million ($1 million net of tax) and net actuarial losses of $29 million ($22 million net of tax) in pension and other postretirement net periodic benefit cost, which were included in Accumulated other comprehensive loss at September 30, 2024. The accumulated benefit obligation for our pension plans was $2,771 million and $2,895 million at September 30, 2025 and 2024, respectively. Information regarding our pension plans with projected benefit obligations in excess of the fair value of plan assets (underfunded plans) are as follows (in millions): [Table with ~2 rows, ~6 numbers, and 86 characters.] Information regarding our pension plans with accumulated benefit obligations in excess of the fair value of plan assets (underfunded plans) are as follows (in millions): [Table with ~2 rows, ~6 numbers, and 82 characters.] Significant assumptions used in determining the benefit obligations were (in weighted averages): [Table with ~8 rows, ~22 numbers, and 344 characters.] (1) The health care cost trend rate reflects the estimated increase in gross medical claims costs. As a result of the plan amendment adopted effective October 1, 2002, our effective per person retiree medical cost increase is zero percent beginning in 2005 for the majority of our postretirement benefit plans. For our other plans, we assume the gross health care cost trend rate will decrease to 7.53% in 2026 and decrease to 4.97% in 2027 for U.S. Plans and will not change in future periods for Non-U.S. Plans.

Estimated Future Payments

We expect to contribute $23 million related to our global pension plans and $6 million to our postretirement benefit plans in 2026. The following benefit payments, which include employees’ expected future service, as applicable, are expected to be paid (in millions): [Table with ~6 rows, ~18 numbers, and 113 characters.]

Plan Assets

In determining the expected long-term rate of return on assets assumption, we consider actual returns on plan assets over the long term, adjusted for forward-looking considerations, such as inflation, interest rates, equity performance, and the active management of the plan’s invested assets. We also considered our current and expected mix of plan assets in setting this assumption. This resulted in the selection of the weighted average long-term rate of return on assets assumption. Our global weighted average targeted and actual asset allocations at September 30, by asset category, are: [Table with ~4 rows, ~12 numbers, and 114 characters.] The investment objective for pension funds related to our defined benefit plans is to meet the plan’s benefit obligations, while maximizing the long-term growth of assets without undue risk. We strive to achieve this objective by investing plan assets within target allocation ranges and diversification within asset categories. Target allocation ranges are guidelines that are adjusted periodically based on ongoing monitoring by plan fiduciaries. Investment risk is controlled by rebalancing to target allocations on a periodic basis and ongoing monitoring of investment manager performance relative to the investment guidelines established for each manager.As of September 30, 2025 and 2024, our pension plans do not directly own our common stock.In certain countries where we operate, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations. In these instances, we typically make benefit payments directly from cash as they become due, rather than by creating a separate pension fund.The valuation methodologies used for our pension plans’ investments measured at fair value are described as follows. There have been no changes in the methodologies used at September 30, 2025 and 2024.Preferred and common stock — Valued at the closing price reported on the active market on which the individual securities are traded.Mutual funds — Valued at the closing price reported on the active market on which the individual funds are traded.Preferred and corporate debt — Valued at either the yields currently available on comparable securities of issuers with similar credit ratings or valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable such as credit and liquidity risks.Government securities — Valued at the most recent closing price on the active market on which the individual securities are traded or, absent an active market, utilizing observable inputs such as closing prices in less frequently traded markets.Common collective trusts — Valued by the custodian of the fund based on the fair value of the underlying assets owned by the fund, minus its liabilities, then divided by the number of units outstanding. This amount represents the readily determinable fair value and basis for current transactions.Private equity and alternative equity — Valued at the estimated fair value, as determined by and subject to the judgment of, the respective fund manager based on the NAV of the investment units held at year end.Real estate funds — Consists of the real estate funds, which provide an indirect investment into a diversified and multi-sector portfolio of property assets. Publicly-traded real estate funds are valued at the most recent closing price reported on the SIX Swiss Exchange. The remainder is valued at the estimated fair value, as determined by the respective fund manager, based on the NAV of the investment units held at year end, which is subject to judgment.Insurance contracts — Valued at the aggregate amount of accumulated contribution and investment income, less amounts used to make benefit payments and administrative expenses, which approximates fair value. Other — Consists of other fixed income investments and common collective trusts with a mix of equity and fixed income underlying assets. Other fixed income investments are valued at the most recent closing price reported in the markets in which the individual securities are traded, which may be infrequently.Refer to Note 1 for further information regarding levels in the fair value hierarchy.In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the NAV (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the consolidated financial statements. The following table presents our pension plans’ investments measured at fair value as of September 30, 2025 (in millions): [Table with ~31 rows, ~46 numbers, and 1065 characters.] The following table presents our pension plans’ investments measured at fair value as of September 30, 2024 (in millions): [Table with ~31 rows, ~46 numbers, and 1063 characters.] The table below sets forth a summary of changes in fair market value of our pension plans’ Level 3 assets for the year ended September 30, 2025 (in millions): [Table with ~3 rows, ~13 numbers, and 231 characters.] The table below sets forth a summary of changes in fair market value of our pension plans’ Level 3 assets for the year ended September 30, 2024 (in millions): [Table with ~3 rows, ~13 numbers, and 230 characters.]

Net Periodic Benefit Cost

The components of net periodic benefit cost were (in millions): [Table with ~6 rows, ~34 numbers, and 335 characters.] The service cost component is included in Cost of sales, Selling, general and administrative expenses, and Engineering and development in the Consolidated Statement of Operations. All other components are included in Other (expense) income in the Consolidated Statement of Operations. Significant assumptions used in determining net periodic benefit cost were (in weighted averages): [Table with ~8 rows, ~30 numbers, and 405 characters.]

Net Benefit Obligation

Benefit obligation, plan assets, funded status, and net liability information is summarized as follows (in millions): [Table with ~18 rows, ~64 numbers, and 744 characters.] [Table with ~5 rows, ~14 numbers, and 192 characters.] The actuarial gains recorded within the benefit obligation in 2025 were primarily the result of an increase in the discount rate for the U.S. Plans, which increased from 5.10% in 2024 to 5.35% in 2025. The actuarial losses recorded within the benefit obligation in 2024 were primarily the result of a decrease in the discount rate for the U.S. Plans, which decreased from 6.10% in 2023 to 5.10% in 2024. Approximately 69 percent of our 2025 global projected benefit obligation relates to our U.S. pension plan. Amounts included in Accumulated other comprehensive loss, net of tax, which have not yet been recognized in net periodic benefit cost are as follows (in millions): [Table with ~3 rows, ~16 numbers, and 160 characters.] During 2025, we recognized settlement and curtailment charges of $1 million ($1 million net of tax) and net actuarial losses of $29 million ($22 million net of tax) in pension and other postretirement net periodic benefit cost, which were included in Accumulated other comprehensive loss at September 30, 2024. The accumulated benefit obligation for our pension plans was $2,771 million and $2,895 million at September 30, 2025 and 2024, respectively. Information regarding our pension plans with projected benefit obligations in excess of the fair value of plan assets (underfunded plans) are as follows (in millions): [Table with ~2 rows, ~6 numbers, and 86 characters.] Information regarding our pension plans with accumulated benefit obligations in excess of the fair value of plan assets (underfunded plans) are as follows (in millions): [Table with ~2 rows, ~6 numbers, and 82 characters.] Significant assumptions used in determining the benefit obligations were (in weighted averages): [Table with ~8 rows, ~22 numbers, and 344 characters.] (1) The health care cost trend rate reflects the estimated increase in gross medical claims costs. As a result of the plan amendment adopted effective October 1, 2002, our effective per person retiree medical cost increase is zero percent beginning in 2005 for the majority of our postretirement benefit plans. For our other plans, we assume the gross health care cost trend rate will decrease to 7.53% in 2026 and decrease to 4.97% in 2027 for U.S. Plans and will not change in future periods for Non-U.S. Plans.

Estimated Future Payments

We expect to contribute $23 million related to our global pension plans and $6 million to our postretirement benefit plans in 2026. The following benefit payments, which include employees’ expected future service, as applicable, are expected to be paid (in millions): [Table with ~6 rows, ~18 numbers, and 113 characters.]

Plan Assets

In determining the expected long-term rate of return on assets assumption, we consider actual returns on plan assets over the long term, adjusted for forward-looking considerations, such as inflation, interest rates, equity performance, and the active management of the plan’s invested assets. We also considered our current and expected mix of plan assets in setting this assumption. This resulted in the selection of the weighted average long-term rate of return on assets assumption. Our global weighted average targeted and actual asset allocations at September 30, by asset category, are: [Table with ~4 rows, ~12 numbers, and 114 characters.] The investment objective for pension funds related to our defined benefit plans is to meet the plan’s benefit obligations, while maximizing the long-term growth of assets without undue risk. We strive to achieve this objective by investing plan assets within target allocation ranges and diversification within asset categories. Target allocation ranges are guidelines that are adjusted periodically based on ongoing monitoring by plan fiduciaries. Investment risk is controlled by rebalancing to target allocations on a periodic basis and ongoing monitoring of investment manager performance relative to the investment guidelines established for each manager.As of September 30, 2025 and 2024, our pension plans do not directly own our common stock.In certain countries where we operate, there are no legal requirements or financial incentives provided to companies to pre-fund pension obligations. In these instances, we typically make benefit payments directly from cash as they become due, rather than by creating a separate pension fund.The valuation methodologies used for our pension plans’ investments measured at fair value are described as follows. There have been no changes in the methodologies used at September 30, 2025 and 2024.Preferred and common stock — Valued at the closing price reported on the active market on which the individual securities are traded.Mutual funds — Valued at the closing price reported on the active market on which the individual funds are traded.Preferred and corporate debt — Valued at either the yields currently available on comparable securities of issuers with similar credit ratings or valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable such as credit and liquidity risks.Government securities — Valued at the most recent closing price on the active market on which the individual securities are traded or, absent an active market, utilizing observable inputs such as closing prices in less frequently traded markets.Common collective trusts — Valued by the custodian of the fund based on the fair value of the underlying assets owned by the fund, minus its liabilities, then divided by the number of units outstanding. This amount represents the readily determinable fair value and basis for current transactions.Private equity and alternative equity — Valued at the estimated fair value, as determined by and subject to the judgment of, the respective fund manager based on the NAV of the investment units held at year end.Real estate funds — Consists of the real estate funds, which provide an indirect investment into a diversified and multi-sector portfolio of property assets. Publicly-traded real estate funds are valued at the most recent closing price reported on the SIX Swiss Exchange. The remainder is valued at the estimated fair value, as determined by the respective fund manager, based on the NAV of the investment units held at year end, which is subject to judgment.Insurance contracts — Valued at the aggregate amount of accumulated contribution and investment income, less amounts used to make benefit payments and administrative expenses, which approximates fair value. Other — Consists of other fixed income investments and common collective trusts with a mix of equity and fixed income underlying assets. Other fixed income investments are valued at the most recent closing price reported in the markets in which the individual securities are traded, which may be infrequently.Refer to Note 1 for further information regarding levels in the fair value hierarchy.In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the NAV (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the consolidated financial statements. The following table presents our pension plans’ investments measured at fair value as of September 30, 2025 (in millions): [Table with ~31 rows, ~46 numbers, and 1065 characters.] The following table presents our pension plans’ investments measured at fair value as of September 30, 2024 (in millions): [Table with ~31 rows, ~46 numbers, and 1063 characters.] The table below sets forth a summary of changes in fair market value of our pension plans’ Level 3 assets for the year ended September 30, 2025 (in millions): [Table with ~3 rows, ~13 numbers, and 231 characters.] The table below sets forth a summary of changes in fair market value of our pension plans’ Level 3 assets for the year ended September 30, 2024 (in millions): [Table with ~3 rows, ~13 numbers, and 230 characters.]

15. Other (Expense) Income

The components of Other (expense) income were (in millions): [Table with ~7 rows, ~23 numbers, and 299 characters.] In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs. See Notes 1 and 17 for further information on this change.

16. Income Taxes

Selected income tax data (in millions):

[Table with ~4 rows, ~12 numbers, and 135 characters.] [Table with ~13 rows, ~30 numbers, and 341 characters.] On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (Tax Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2025 and others beginning in fiscal 2026 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have reflected the impact in our deferred balances for the year ended September 30, 2025, and will monitor future effects as new guidance emerges.Our final payment of $97 million related to the U.S. transition tax under 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 September 30, 2025. This amount was classified in Other liabilities in the Consolidated Balance Sheet as of September 30, 2024. Furthermore, taxes paid as a result of the transition tax was $78 million during the year ended September 30, 2025, $58 million during the year ended September 30, 2024, and $31 million during the year ended September 30, 2023, as included in total income taxes paid.

Effective Tax Rate Reconciliation

The reconciliation between the U.S. federal statutory rate and our effective tax rate was: [Table with ~11 rows, ~37 numbers, and 485 characters.] (1) During fiscal year 2025 and 2023, the effective tax rate increased by 3.6% and 4.1%, respectively, resulting from a valuation allowance recorded on certain deferred tax assets of the Sensia joint venture and tax effects of the related impairment. We operate in certain non-U.S. tax jurisdictions under government-sponsored tax incentive programs. The tax benefit attributable to these programs was $45 million ($0.40 per diluted share) in 2025, $36 million ($0.31 per diluted share) in 2024, and $62 million ($0.54 per diluted share) in 2023.

Deferred Taxes

The tax effects of temporary differences that give rise to our net deferred income tax assets (liabilities) consists of (in millions): [Table with ~23 rows, ~40 numbers, and 703 characters.] We provide for deferred taxes on the majority of earnings of our non-U.S. subsidiaries and have done so since the enactment of the Tax Act in 2017. We do not provide for deferred taxes on a limited number of our non-U.S. subsidiaries established in jurisdictions that apply significant restrictions for repatriating cash. The amount of cumulative non-distributed earnings considered to be indefinitely reinvested outside the U.S. at September 30, 2025, is $156 million. It is not practicable to estimate the amount of additional taxes that may be payable upon distribution of these earnings.We believe it is more likely than not that we will realize our deferred tax assets through the reduction of future taxable income, other than for the deferred tax assets reflected below. Tax attributes and related valuation allowances at September 30, 2025 consists of (in millions): [Table with ~9 rows, ~20 numbers, and 472 characters.]

Unrecognized Tax Benefits

A reconciliation of our gross unrecognized tax benefits, excluding interest and penalties, is as follows (in millions): [Table with ~6 rows, ~18 numbers, and 402 characters.] The amount of gross unrecognized tax benefits that would reduce our effective tax rate if recognized was $29 million, $25 million, and $10 million at September 30, 2025, 2024, and 2023, respectively. Accrued interest and penalties related to unrecognized tax benefits were $2 million, $2 million, and $1 million at September 30, 2025, 2024, and 2023, respectively. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision. (Expenses) benefits recognized in 2025, 2024, and 2023, were $0 million, ($1) million, and $0 million, respectively. We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $24 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 $25 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, U.S. state and local income tax examinations for years before 2014, and non-U.S. income tax examinations for years before 2008.

Selected income tax data (in millions):

[Table with ~4 rows, ~12 numbers, and 135 characters.] [Table with ~13 rows, ~30 numbers, and 341 characters.] On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 (Tax Act), modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates with the earliest provisions taking effect in fiscal 2025 and others beginning in fiscal 2026 and beyond. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. We have reflected the impact in our deferred balances for the year ended September 30, 2025, and will monitor future effects as new guidance emerges.Our final payment of $97 million related to the U.S. transition tax under 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 September 30, 2025. This amount was classified in Other liabilities in the Consolidated Balance Sheet as of September 30, 2024. Furthermore, taxes paid as a result of the transition tax was $78 million during the year ended September 30, 2025, $58 million during the year ended September 30, 2024, and $31 million during the year ended September 30, 2023, as included in total income taxes paid.

Effective Tax Rate Reconciliation

The reconciliation between the U.S. federal statutory rate and our effective tax rate was: [Table with ~11 rows, ~37 numbers, and 485 characters.] (1) During fiscal year 2025 and 2023, the effective tax rate increased by 3.6% and 4.1%, respectively, resulting from a valuation allowance recorded on certain deferred tax assets of the Sensia joint venture and tax effects of the related impairment. We operate in certain non-U.S. tax jurisdictions under government-sponsored tax incentive programs. The tax benefit attributable to these programs was $45 million ($0.40 per diluted share) in 2025, $36 million ($0.31 per diluted share) in 2024, and $62 million ($0.54 per diluted share) in 2023.

Deferred Taxes

The tax effects of temporary differences that give rise to our net deferred income tax assets (liabilities) consists of (in millions): [Table with ~23 rows, ~40 numbers, and 703 characters.] We provide for deferred taxes on the majority of earnings of our non-U.S. subsidiaries and have done so since the enactment of the Tax Act in 2017. We do not provide for deferred taxes on a limited number of our non-U.S. subsidiaries established in jurisdictions that apply significant restrictions for repatriating cash. The amount of cumulative non-distributed earnings considered to be indefinitely reinvested outside the U.S. at September 30, 2025, is $156 million. It is not practicable to estimate the amount of additional taxes that may be payable upon distribution of these earnings.We believe it is more likely than not that we will realize our deferred tax assets through the reduction of future taxable income, other than for the deferred tax assets reflected below. Tax attributes and related valuation allowances at September 30, 2025 consists of (in millions): [Table with ~9 rows, ~20 numbers, and 472 characters.]

Unrecognized Tax Benefits

A reconciliation of our gross unrecognized tax benefits, excluding interest and penalties, is as follows (in millions): [Table with ~6 rows, ~18 numbers, and 402 characters.] The amount of gross unrecognized tax benefits that would reduce our effective tax rate if recognized was $29 million, $25 million, and $10 million at September 30, 2025, 2024, and 2023, respectively. Accrued interest and penalties related to unrecognized tax benefits were $2 million, $2 million, and $1 million at September 30, 2025, 2024, and 2023, respectively. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision. (Expenses) benefits recognized in 2025, 2024, and 2023, were $0 million, ($1) million, and $0 million, respectively. We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $24 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 $25 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, U.S. state and local income tax examinations for years before 2014, and non-U.S. income tax examinations for years before 2008.

17. Commitments and Contingent Liabilities

Environmental Matters

Federal, state, and local requirements relating to the discharge of substances into the environment, the disposal of hazardous wastes, and other activities affecting the environment have and will continue to have an effect on our manufacturing operations. Thus far, compliance with environmental requirements and resolution of environmental claims have been accomplished without material effect on our business, financial condition, or results of operations.We have been designated as a potentially responsible party at 14 Superfund sites, excluding sites as to which our records disclose no involvement or as to which our potential liability has been finally determined and assumed by third parties. In addition, various other lawsuits, claims, and proceedings have been asserted against us seeking remediation of alleged environmental impairments, principally at previously owned properties.Based on our assessment, we believe that our expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection and other expenditures for the resolution of environmental claims will not have a material effect on our business, financial condition, or results of operations. We cannot assess the possible effect of compliance with future requirements. Environmental remediation cost liabilities, net of related expected recoveries, were $49 million and $48 million as of September 30, 2025 and 2024, respectively.

Conditional Asset Retirement Obligations

We accrue for costs related to a legal obligation associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, development, or the normal operation of the long-lived asset. The obligation to perform the asset retirement activity is not conditional even though the timing or method may be conditional. Identified conditional asset retirement obligations include asbestos abatement and remediation of soil contamination beneath current and previously divested facilities and lease restoration costs. We estimate conditional asset retirement obligations using site-specific knowledge and historical industry expertise. There have been no significant changes in liabilities incurred, liabilities settled, accretion expense, or revisions in estimated cash flows for the years ended September 30, 2025, 2024, and 2023. Conditional asset retirement obligations, net of related expected recoveries, were $51 million and $51 million as of September 30, 2025 and 2024, respectively.

Legacy Asbestos Matters

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. 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 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 claims with no payment to claimants.Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations. In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs. See Note 1 for further information on this change. Legacy asbestos liabilities and receivables from insurance recoveries are recorded as follows in the Consolidated Balance Sheet (in millions): [Table with ~5 rows, ~13 numbers, and 139 characters.]

Other Matters

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. 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 September 30, 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.

Environmental Matters

Federal, state, and local requirements relating to the discharge of substances into the environment, the disposal of hazardous wastes, and other activities affecting the environment have and will continue to have an effect on our manufacturing operations. Thus far, compliance with environmental requirements and resolution of environmental claims have been accomplished without material effect on our business, financial condition, or results of operations.We have been designated as a potentially responsible party at 14 Superfund sites, excluding sites as to which our records disclose no involvement or as to which our potential liability has been finally determined and assumed by third parties. In addition, various other lawsuits, claims, and proceedings have been asserted against us seeking remediation of alleged environmental impairments, principally at previously owned properties.Based on our assessment, we believe that our expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection and other expenditures for the resolution of environmental claims will not have a material effect on our business, financial condition, or results of operations. We cannot assess the possible effect of compliance with future requirements. Environmental remediation cost liabilities, net of related expected recoveries, were $49 million and $48 million as of September 30, 2025 and 2024, respectively.

Conditional Asset Retirement Obligations

We accrue for costs related to a legal obligation associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, development, or the normal operation of the long-lived asset. The obligation to perform the asset retirement activity is not conditional even though the timing or method may be conditional. Identified conditional asset retirement obligations include asbestos abatement and remediation of soil contamination beneath current and previously divested facilities and lease restoration costs. We estimate conditional asset retirement obligations using site-specific knowledge and historical industry expertise. There have been no significant changes in liabilities incurred, liabilities settled, accretion expense, or revisions in estimated cash flows for the years ended September 30, 2025, 2024, and 2023. Conditional asset retirement obligations, net of related expected recoveries, were $51 million and $51 million as of September 30, 2025 and 2024, respectively.

Legacy Asbestos Matters

We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago, including products from divested businesses for which we have agreed to defend and indemnify claims. 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 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 claims with no payment to claimants.Additionally, we have maintained insurance coverage that includes indemnity and defense costs, over and above self-insured retentions, for many of these asbestos claims. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these claims for many years into the future. The uncertainties of claim litigation make it difficult to predict accurately the ultimate outcome. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending these claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations. In the fourth quarter of 2025, we elected to change our method of accounting for net legacy asbestos-related defense costs from expensing as incurred to accruing for all future defense costs. See Note 1 for further information on this change. Legacy asbestos liabilities and receivables from insurance recoveries are recorded as follows in the Consolidated Balance Sheet (in millions): [Table with ~5 rows, ~13 numbers, and 139 characters.]

Other Matters

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. 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 September 30, 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.

18. 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 include $92 million for severance benefits and $5 million for strategic advisory services related to the targeted severance actions. In the Consolidated Statement of Operations for the year ended September 30, 2024, $22 million of the charges were recorded in Cost of sales, $66 million were recorded in Selling, general and administrative expenses, and $9 million were recorded in Engineering and Development. We expect the total cash expenditures associated with these restructuring actions to be $92 million. We paid $38 million and $27 million during the years ended September 30, 2025 and 2024, respectively. During 2025 we reversed $5 million of accruals primarily due to attrition without payment of severance. Accruals remaining under these restructuring actions were $27 million and $70 million at September 30, 2025 and 2024, respectively. We expect that remaining severance benefit payments will be substantially completed during 2026.

19. Leases

We have operating leases primarily for real estate, vehicles, and equipment. We have finance leases primarily for equipment. Our leases have remaining lease terms from less than one year to approximately 15 years. The components of lease expense were (in millions): [Table with ~6 rows, ~18 numbers, and 219 characters.] (1) Operating lease expense includes short-term lease expense, which was not material.(2) Variable lease expense includes sublease income, which was not material. Supplemental balance sheet information related to leases consists of: [Table with ~6 rows, ~10 numbers, and 195 characters.] Undiscounted maturities of lease liabilities as of September 30, 2025, were (in millions): [Table with ~9 rows, ~19 numbers, and 193 characters.] As of September 30, 2025, we have additional operating leases for facilities that have not yet commenced with undiscounted lease obligations of approximately $2 million. These leases will commence in fiscal 2026. Supplemental cash flow information related to leases consists of (in millions): [Table with ~6 rows, ~13 numbers, and 298 characters.]

20. Business Segment Information

We determine our operating segments based on the information used by our chief operating decision maker (CODM), our Chief Executive Officer, to allocate resources and assess performance. We organize our business into three operating segments: Intelligent Devices, Software & Control, and Lifecycle Services. This structure emphasizes our essential offerings, leverages our sharpened industry focus, and recognizes the growing importance of software in delivering value to our customers. The composition of our segments is as follows:

Intelligent Devices

The Intelligent Devices operating segment combines a comprehensive portfolio of smart products that create the foundation of an agile, resilient, and sustainable production system. This comprehensive portfolio includes:•Power Control - Low and medium voltage variable frequency drives as well as low and medium voltage motor control;•Motion Control - Servo drives, rotary servo motors, linear actuators, autonomous mobile robots, and independent cart technologies offering a comprehensive portfolio of servo control and production logistics technologies; •Safety, Sensing, & Industrial Components - Safety devices, sensing devices, motor control and circuit protection devices, operator devices, signaling devices, relays, and electrical control accessories; and•Micro Control & Distributed I/O - Micro programmable logic controllers and distributed input/output platforms.

Software & Control

The Software & Control operating segment contains a comprehensive portfolio of production automation and production operations platforms, including hardware and software. This integrated portfolio is merging information technology (IT) and operational technology (OT), bringing the benefits of the Connected Enterprise® to the production system. Our production automation portfolio is multi-discipline and scalable with the ability to handle applications in discrete, batch/hybrid and continuous process, drives control, motion and robotics control, and machine and process safety. 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. Our production operations portfolio helps industrial clients to plan, execute, manage, and optimize their production leveraging industrial data and software. Our software products include manufacturing execution systems, performance, quality, supply chain management, data management, edge, analytics, and machine learning software that enables customers to improve operational productivity and meet regulatory requirements. These solutions enable enterprise visibility, reduction of unplanned downtime, and optimization of processes.

Lifecycle Services

The Lifecycle Services operating segment contains a complete portfolio of professionally delivered services and annually recurring managed support contracts. This comprehensive portfolio combines technology and domain expertise to help maximize customers’ investment and provide total lifecycle support as they innovate, design, operate, and sustain their business investments. 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. Sales and operating results of our reportable segments were (in millions): [Table with ~15 rows, ~32 numbers, and 673 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. [Table with ~15 rows, ~31 numbers, and 674 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment, adjustments related to acquisition earnouts for Intelligent Devices, and income from royalties for Software and Control.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. [Table with ~15 rows, ~30 numbers, and 673 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment and income from royalties for Software and Control.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our CODM uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions.Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance. 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): [Table with ~20 rows, ~54 numbers, and 590 characters.] Identifiable assets at Corporate consist principally of cash, net deferred income tax assets, prepaid pension, and property. Property shared by the segments and used in operating activities is also reported in Corporate identifiable assets and Corporate capital expenditures. Corporate identifiable assets include shared net property balances of $274 million, $261 million, and $241 million at September 30, 2025, 2024, and 2023, respectively, for which depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment. Corporate capital expenditures in 2025, 2024, and 2023, primarily consist of property that will be shared by our operating segments. We conduct a significant portion of our business activities outside the United States. The following tables present sales and property by geographic region (in millions): [Table with ~5 rows, ~36 numbers, and 261 characters.] We attribute sales to the geographic regions based on the country of destination. Sales in North America include $4,847 million, $4,612 million, and $4,773 million related to the U.S. in 2025, 2024, and 2023, respectively. In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our two largest distributors in 2025, 2024, and 2023, which are attributable to all three segments, were approximately 20 percent of our total sales.

Intelligent Devices

The Intelligent Devices operating segment combines a comprehensive portfolio of smart products that create the foundation of an agile, resilient, and sustainable production system. This comprehensive portfolio includes:•Power Control - Low and medium voltage variable frequency drives as well as low and medium voltage motor control;•Motion Control - Servo drives, rotary servo motors, linear actuators, autonomous mobile robots, and independent cart technologies offering a comprehensive portfolio of servo control and production logistics technologies; •Safety, Sensing, & Industrial Components - Safety devices, sensing devices, motor control and circuit protection devices, operator devices, signaling devices, relays, and electrical control accessories; and•Micro Control & Distributed I/O - Micro programmable logic controllers and distributed input/output platforms.

Software & Control

The Software & Control operating segment contains a comprehensive portfolio of production automation and production operations platforms, including hardware and software. This integrated portfolio is merging information technology (IT) and operational technology (OT), bringing the benefits of the Connected Enterprise® to the production system. Our production automation portfolio is multi-discipline and scalable with the ability to handle applications in discrete, batch/hybrid and continuous process, drives control, motion and robotics control, and machine and process safety. 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. Our production operations portfolio helps industrial clients to plan, execute, manage, and optimize their production leveraging industrial data and software. Our software products include manufacturing execution systems, performance, quality, supply chain management, data management, edge, analytics, and machine learning software that enables customers to improve operational productivity and meet regulatory requirements. These solutions enable enterprise visibility, reduction of unplanned downtime, and optimization of processes.

Lifecycle Services

The Lifecycle Services operating segment contains a complete portfolio of professionally delivered services and annually recurring managed support contracts. This comprehensive portfolio combines technology and domain expertise to help maximize customers’ investment and provide total lifecycle support as they innovate, design, operate, and sustain their business investments. 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. Sales and operating results of our reportable segments were (in millions): [Table with ~15 rows, ~32 numbers, and 673 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. [Table with ~15 rows, ~31 numbers, and 674 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment, adjustments related to acquisition earnouts for Intelligent Devices, and income from royalties for Software and Control.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. [Table with ~15 rows, ~30 numbers, and 673 characters.] (1) Other segment items are primarily comprised of foreign currency adjustments for each segment and income from royalties for Software and Control.(2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before purchase accounting depreciation and amortization, and impairment, corporate and other, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net. Our CODM uses segment operating earnings as the key performance metric to regularly monitor performance compared to prior periods, annual operating plan, and forecasts and to make decisions.Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. Segment selling, general and administrative expenses represent costs directly managed by the segments and allocated to the segments. We allocate costs related to shared segment operating activities to the segments consistent with the methodology used by management to assess segment performance. 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): [Table with ~20 rows, ~54 numbers, and 590 characters.] Identifiable assets at Corporate consist principally of cash, net deferred income tax assets, prepaid pension, and property. Property shared by the segments and used in operating activities is also reported in Corporate identifiable assets and Corporate capital expenditures. Corporate identifiable assets include shared net property balances of $274 million, $261 million, and $241 million at September 30, 2025, 2024, and 2023, respectively, for which depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment. Corporate capital expenditures in 2025, 2024, and 2023, primarily consist of property that will be shared by our operating segments. We conduct a significant portion of our business activities outside the United States. The following tables present sales and property by geographic region (in millions): [Table with ~5 rows, ~36 numbers, and 261 characters.] We attribute sales to the geographic regions based on the country of destination. Sales in North America include $4,847 million, $4,612 million, and $4,773 million related to the U.S. in 2025, 2024, and 2023, respectively. In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our two largest distributors in 2025, 2024, and 2023, which are attributable to all three segments, were approximately 20 percent of our total sales.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and the Board of Directors ofRockwell Automation, Inc.Milwaukee, Wisconsin

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rockwell Automation, Inc. and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for each of the three years in the period ended September 30, 2025, and the related notes and the schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has elected to change its method of accounting for asbestos-related defense costs to accrue for all future defense costs for both known and unknown claims in 2025.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Goodwill and Intangible Assets Valuation — Sensia Reporting Unit — Refer to Note 3 to the financial statements

Critical Audit Matter Description

Subsequent to the annual quantitative test for goodwill impairment, the Company identified a triggering event in the fourth quarter of fiscal 2025. As a result of this triggering event in the fourth quarter, the Company completed an evaluation of the recoverability of long-lived assets along with an evaluation of the fair value of the Sensia reporting unit. The Company utilized an income approach derived from discounted cash flows to determine the fair value of the goodwill and definite-lived intangible assets.The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to the discount rate and forecasts of future revenues and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins. As of the fourth quarter testing date, it was determined that the fair value of the Sensia reporting unit was in excess of its carrying value, resulting in a pre-tax impairment loss of $224 million. This loss was comprised of pre-tax impairment losses of $63 million related to intangible assets and $161 million related to goodwill. The Company’s consolidated balance of goodwill and net intangible assets was $3,839 million and $864 million as of September 30, 2025, respectively. Following the impairment loss, $58 million of intangible assets related to Sensia remain and the goodwill balance related to Sensia has been reduced to zero as of September 30, 2025. Changes in the critical assumptions outlined above could have a significant impact on the fair value of the reporting unit, the amount of any impairment loss, or both.We identified the impairment evaluation of goodwill and definite-lived intangible assets for the Sensia reporting unit as a critical audit matter because of the inherent subjectivity involved in management’s estimates and assumptions related to forecasts of future revenues and EBITDA margins and selection of the discount rate. The audit procedures to evaluate the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues and EBITDA margins and selection of the discount rate for the Sensia reporting unit included the following, among others:•We tested the effectiveness of controls over management’s goodwill and intangible asset impairment evaluation, including those over management’s development of forecasts of future revenues and EBITDA margins as well as the selection of the discount rate.•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results and (2) forecasted information included in industry reports for the Company and its peer companies, including the impact of industry-specific and economic factors on Sensia’s Oil & Gas customers.•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate used by management.

Commitments and Contingent Liabilities — Asbestos — Refer to Note 17 to the financial statements

Critical Audit Matter Description

The Company has been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of their products many years ago, including products from divested businesses for which the Company has agreed to defend and indemnify claims. As of September 30, 2025, the Company has recorded an estimated liability with respect to the Company's asbestos-related matters, including defense costs. The Company uses a third-party actuarial valuation firm to assist in determining certain assumptions and in calculating the estimated liability. The estimated liability is based on currently available information and assumptions, including projections of future claims, dismissal rates, average settlement values, inflation rates, and the ratio of defense costs to indemnity payments. In the fourth quarter of 2025, the Company elected to change its accounting policy for asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims. The total liability, including defense costs, is $441 million at September 30, 2025. We identified the asbestos claim liability as a critical audit matter because of the significant judgments made by management to estimate the liability. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to estimated future claims development, the estimated resolution or outcome of these claims, and the estimated claim resolution costs and defense costs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the asbestos liability included the following, among others:•We tested the effectiveness of internal controls over the valuation of the liability, including relevant assumptions and work of management’s expert.•We evaluated the methods and assumptions used by the Company to determine the estimated liability by: ◦Testing the underlying indemnity and defense cost data, that served as inputs for the actuarial analysis, including testing historical and pending claims by comparing key attributes to accounting records and legal documents to assess the accuracy and completeness of the data.◦With the assistance of our actuarial specialists, we evaluated whether the estimate of future claims used in the Company’s calculations was reasonable, and also whether the number of claims expected to be dismissed or sustained and the estimated claim resolution costs and defense costs were reasonable in relation to historical claim trends at the Company.◦With the assistance of our actuarial specialists, we evaluated the reasonableness of the Company’s approach in determining the estimates of the reserve for indemnity and defense costs on future claims.•We tested the effectiveness of internal controls over the accounting conclusion for the change in accounting principle for defense costs in the current year.•With the assistance of professionals in our firm having expertise in technical accounting, we evaluated the specific factors that management considered to conclude that a change in the manner of accounting for asbestos-related defense costs represents an accounting policy change that should be accounted for prospectively as a change in accounting estimate effected by a change in accounting principle.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, WisconsinNovember 12, 2025 We have served as the Company’s auditor since 1967.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rockwell Automation, Inc. and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for each of the three years in the period ended September 30, 2025, and the related notes and the schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has elected to change its method of accounting for asbestos-related defense costs to accrue for all future defense costs for both known and unknown claims in 2025.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Goodwill and Intangible Assets Valuation — Sensia Reporting Unit — Refer to Note 3 to the financial statements

Critical Audit Matter Description

Subsequent to the annual quantitative test for goodwill impairment, the Company identified a triggering event in the fourth quarter of fiscal 2025. As a result of this triggering event in the fourth quarter, the Company completed an evaluation of the recoverability of long-lived assets along with an evaluation of the fair value of the Sensia reporting unit. The Company utilized an income approach derived from discounted cash flows to determine the fair value of the goodwill and definite-lived intangible assets.The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to the discount rate and forecasts of future revenues and Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margins. As of the fourth quarter testing date, it was determined that the fair value of the Sensia reporting unit was in excess of its carrying value, resulting in a pre-tax impairment loss of $224 million. This loss was comprised of pre-tax impairment losses of $63 million related to intangible assets and $161 million related to goodwill. The Company’s consolidated balance of goodwill and net intangible assets was $3,839 million and $864 million as of September 30, 2025, respectively. Following the impairment loss, $58 million of intangible assets related to Sensia remain and the goodwill balance related to Sensia has been reduced to zero as of September 30, 2025. Changes in the critical assumptions outlined above could have a significant impact on the fair value of the reporting unit, the amount of any impairment loss, or both.We identified the impairment evaluation of goodwill and definite-lived intangible assets for the Sensia reporting unit as a critical audit matter because of the inherent subjectivity involved in management’s estimates and assumptions related to forecasts of future revenues and EBITDA margins and selection of the discount rate. The audit procedures to evaluate the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues and EBITDA margins and selection of the discount rate for the Sensia reporting unit included the following, among others:•We tested the effectiveness of controls over management’s goodwill and intangible asset impairment evaluation, including those over management’s development of forecasts of future revenues and EBITDA margins as well as the selection of the discount rate.•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results and (2) forecasted information included in industry reports for the Company and its peer companies, including the impact of industry-specific and economic factors on Sensia’s Oil & Gas customers.•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate used by management.

Commitments and Contingent Liabilities — Asbestos — Refer to Note 17 to the financial statements

Critical Audit Matter Description

The Company has been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of their products many years ago, including products from divested businesses for which the Company has agreed to defend and indemnify claims. As of September 30, 2025, the Company has recorded an estimated liability with respect to the Company's asbestos-related matters, including defense costs. The Company uses a third-party actuarial valuation firm to assist in determining certain assumptions and in calculating the estimated liability. The estimated liability is based on currently available information and assumptions, including projections of future claims, dismissal rates, average settlement values, inflation rates, and the ratio of defense costs to indemnity payments. In the fourth quarter of 2025, the Company elected to change its accounting policy for asbestos-related defense costs from expensing as incurred to accruing for all future defense costs for both known and unknown claims. The total liability, including defense costs, is $441 million at September 30, 2025. We identified the asbestos claim liability as a critical audit matter because of the significant judgments made by management to estimate the liability. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to estimated future claims development, the estimated resolution or outcome of these claims, and the estimated claim resolution costs and defense costs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the asbestos liability included the following, among others:•We tested the effectiveness of internal controls over the valuation of the liability, including relevant assumptions and work of management’s expert.•We evaluated the methods and assumptions used by the Company to determine the estimated liability by: ◦Testing the underlying indemnity and defense cost data, that served as inputs for the actuarial analysis, including testing historical and pending claims by comparing key attributes to accounting records and legal documents to assess the accuracy and completeness of the data.◦With the assistance of our actuarial specialists, we evaluated whether the estimate of future claims used in the Company’s calculations was reasonable, and also whether the number of claims expected to be dismissed or sustained and the estimated claim resolution costs and defense costs were reasonable in relation to historical claim trends at the Company.◦With the assistance of our actuarial specialists, we evaluated the reasonableness of the Company’s approach in determining the estimates of the reserve for indemnity and defense costs on future claims.•We tested the effectiveness of internal controls over the accounting conclusion for the change in accounting principle for defense costs in the current year.•With the assistance of professionals in our firm having expertise in technical accounting, we evaluated the specific factors that management considered to conclude that a change in the manner of accounting for asbestos-related defense costs represents an accounting policy change that should be accounted for prospectively as a change in accounting estimate effected by a change in accounting principle.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, WisconsinNovember 12, 2025 We have served as the Company’s auditor since 1967.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.