Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

Form 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2020

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 1-12383

Rockwell Automation, Inc**.**

(Exact name of registrant as specified in its charter)

Delaware			25-1797617
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
1201 South Second Street	Milwaukee	Wisconsin	53204
(Address of principal executive offices)			(Zip Code)

+1 (414) 382-2000

Registrant’s telephone number, including area code

---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock ($1.00 par value)		ROK		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large Accelerated Filer	☒		Accelerated Filer	☐
	Non-accelerated Filer	☐		Smaller Reporting Company	☐
				Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of registrant’s voting stock held by non-affiliates of registrant on March 29, 2020 was approximately $17.4 billion.

116,178,728 shares of registrant’s Common Stock, par value $1 per share, were outstanding on October 31, 2020.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of registrant to be held on February 2, 2021, is incorporated by reference into Part III hereof.

PART I									Page
	Item 1. Business								2
	Item 1A. Risk Factors								5
	Item 1B. Unresolved Staff Comments								12
	Item 2. Properties								12
	Item 3. Legal Proceedings								13
	Item 4. Mine Safety Disclosures								13
	Item 4A. Information about our Executive Officers								13
PART II
	Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities								14
	Item 6. Selected Financial Data								16
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations								17
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk								45
	Item 8. Financial Statements and Supplementary Data								46
		CONSOLIDATED BALANCE SHEET							46
		CONSOLIDATED STATEMENT OF OPERATIONS							47
		CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME							48
		CONSOLIDATED STATEMENT OF CASH FLOWS							49
		CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY							50
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS							51
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure								95
	Item 9A. Controls and Procedures								95
	Item 9B. Other Information								95
PART III
	Item 10. Directors, Executive Officers and Corporate Governance								96
	Item 11. Executive Compensation								96
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters								96
	Item 13. Certain Relationships and Related Transactions, and Director Independence								97
	Item 14. Principal Accountant Fees and Services								97
PART IV
	Item 15. Exhibits and Financial Statement Schedule								98
	Item 16. Form 10-K Summary								101
SIGNATURES

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend” and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

•

the severity and duration of disruptions to our business due to pandemics, including the COVID-19 pandemic, natural disasters, acts of war, strikes, terrorism, social unrest or other causes, including the impacts of the COVID-19 pandemic and efforts to manage it on the global economy, liquidity and financial markets, demand for our hardware and software products, solutions and services, our supply chain, our work force, our liquidity and the value of the assets we own;

•	macroeconomic factors, including global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), the availability and cost of capital, commodity prices, the cyclical nature of our customers’ capital spending, sovereign debt concerns and currency exchange rates;

•	laws, regulations and governmental policies affecting our activities in the countries where we do business, including those related to tariffs, taxation, and trade controls;

•	the availability and price of components and materials;

•	the availability, effectiveness and security of our information technology systems;

•	our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our hardware and software products, solutions and services;

•	the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;

•	our ability to manage and mitigate the risks associated with our solutions and services businesses;

•	the successful execution of our cost productivity initiatives;

•	competitive hardware and software products, solutions and services and pricing pressures, and our ability to provide high quality products, solutions and services;

•	our ability to attract, develop, and retain qualified personnel;

•	disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;

•	the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;

•	intellectual property infringement claims by others and the ability to protect our intellectual property;

•	the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;

•	the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions and services we sell;

•	risks associated with our investment in common stock of PTC Inc., including the potential for volatility in our reported quarterly earnings associated with changes in the market value of such stock;

•	our ability to manage costs related to employee retirement and health care benefits; and

•	other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. See Item 1A. Risk Factors for more information.