Rockwell Automation (ROK) 10-K risk factor changes: FY2022 vs FY2021

In the ordinary course of our business, we face various strategic, operating, [removed: compliance] [added: compliance,] and financial risks.

These risks could have an impact on our business, financial condition, operating [removed: results] [added: results,] and cash flows.

We face the potential harms of natural disasters, including those as a result of climate change, pandemics, including the COVID-19 pandemic, acts of war, [added: including the Russia and Ukraine conflict,] terrorism, international [removed: conflicts] [added: conflicts,] or other disruptions to our operations, the duration and severity of which are highly uncertain and difficult to predict.

Natural disasters (including but not limited to those as a result of climate change), pandemics (including the COVID-19 pandemic), acts or threats of war [added: (including the Russia and Ukraine conflict)] or terrorism, international conflicts, power outages, fires, explosions, equipment failures, sabotage, political [removed: instability] [added: instability,] and the actions taken by governments could cause damage to or disrupt our business operations, our suppliers or our customers, and could create economic instability.

Disruptions to our [removed: IT] [added: information technology (IT)] infrastructure from system failures, shutdowns, power outages, telecommunication or utility failures, and other events, including disruptions at [removed: third party] [added: third-party] IT and other service providers, could also interfere with or disrupt our operations.

Although it is not possible to predict such events or their consequences, these events could decrease demand for our hardware and software products, [removed: solutions] [added: solutions,] or services, increase our costs, or make it difficult or impossible for us to deliver products, [removed: solutions] [added: solutions,] or services.

The COVID-19 pandemic [removed: has caused significant] [added: continues to cause] disruption to the global economy, including in all of the regions in which we, our suppliers, distributors, business [removed: partners] [added: partners,] and customers do business and in which our workforce is located.

[removed: The] [added: However, the] COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, [removed: significant impacts] [added: an adverse effect] on [removed: global markets.][added: the economy and our business in many ways.]

[removed: This has resulted in, and could continue to result in, a decrease] [added: Changes] in [added: these requirements could impact] demand for our hardware and software products, [removed: solutions and services, as well as impact our customers’ ability to pay for such hardware and software products, solutions] [added: solutions,] and services.

We are subject to macroeconomic cycles and when recessions occur, we may experience reduced, canceled or delayed orders, payment delays or defaults, supply chain [removed: disruptions] [added: disruptions,] or other adverse events as a result of the economic challenges faced by our customers, prospective [removed: customers] [added: customers,] and suppliers.

Demand for our hardware and software products, [removed: solutions] [added: solutions,] and services is sensitive to changes in levels of [removed: industrial] production and the financial performance of major industries that we serve.

As economic activity slows, credit markets tighten, or sovereign debt concerns arise, companies tend to reduce their levels of capital spending, which could result in decreased demand for our hardware and software products, [removed: solutions] [added: solutions,] and services.

Demand for our hardware and software products, [removed: solutions] [added: solutions,] and services is sensitive to industry volatility and risks including those related to commodity prices, supply and demand dynamics, [removed: productions] [added: production] costs, geological and political activities, and environmental regulations including those intended to reduce the impact of climate change.

When adverse Oil & Gas industry events arise, companies may reduce their levels of spending, which could result in decreased demand for our hardware and software products, [removed: solutions] [added: solutions,] and services.

We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees and partners, product performance, quality of our hardware and software products, [removed: solutions] [added: solutions,] and services, knowledge of integrated systems and applications that address our customers’ business challenges, pricing, [removed: delivery] [added: delivery,] and customer service.

If we fail to achieve our objectives, to keep pace with technological changes, or to provide high quality hardware and software products, [removed: solutions] [added: solutions,] and services, we may lose business or experience price erosion and correspondingly lower sales and margins.

We rely on suppliers to provide equipment, [removed: components] [added: components,] and services.

Our business requires that we buy equipment, [removed: components] [added: components,] and services including finished products, electronic [removed: components] [added: components,] and commodities.

- shortages of components, [removed: commodities] [added: commodities,] or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery of our products, [removed: solutions] [added: solutions,] and services;

- changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market [removed: volatility] [added: volatility,] or other factors that affect our suppliers;

- poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our hardware and software products, [removed: solutions] [added: solutions,] and services;

- embargoes, [removed: sanctions] [added: sanctions,] and other trade restrictions that may affect our ability to purchase from various suppliers; and

Our success depends [removed: in part] on the efforts and abilities of our management team and [removed: key employees, and the effective implementation of processes and technology to increase employee engagement, productivity, and efficiency.][added: employees.]

The skills, [removed: experience] [added: experience,] and industry knowledge of our employees significantly benefit our operations and performance.

[removed: Difficulty] [added: The market for employees and leaders with certain skills and experiences is very competitive, and difficulty] attracting, developing, and retaining members of our management team and key employees [removed: with the necessary expertise, including by offering attractive compensation, benefits, and development opportunities,] could have a negative effect on our business, operating [removed: results] [added: results,] and financial condition.

[removed: Less than half of our total sales in 2021 were to customers outside the U.S.] In addition, our manufacturing operations, [removed: suppliers] [added: suppliers,] and employees are located in many places around the world.

[added: Less than half of our total sales in 2022 were to customers outside the U.S.] The future success of our business depends [removed: in large part] on growth in our sales in [removed: non-U.S.] [added: all global] markets.

Our global operations are subject to numerous financial, [removed: legal] [added: legal,] and operating risks, such as political and economic instability; prevalence of corruption in certain countries; enforcement of contract and intellectual property rights; and compliance with existing and future laws, [removed: regulations] [added: regulations,] and policies, including those related to exports, imports, tariffs, embargoes and other trade [removed: restrictions,] [added: restrictions (including sanctions placed on Russia),] investments, taxation, product content and performance, [removed: employment] [added: employment,] and repatriation of earnings.

In addition, we are affected by changes in foreign currency exchange rates, inflation [removed: rates] [added: rates,] and interest rates.

We rely heavily on [removed: information] technology [removed: (IT)] in our hardware and software products, [removed: solutions] [added: solutions,] and services for [removed: customers,] [added: our customers’] manufacturing environment, and in our enterprise infrastructure.

Despite the implementation of security measures, our [removed: IT] systems are vulnerable to unauthorized access by nation states, hackers, cyber-criminals, malicious insiders, and other actors who may engage in fraud, theft of confidential or proprietary information, or sabotage.

Given that our hardware and software products, [removed: solutions] [added: solutions,] and services are used in critical infrastructure, these threats could indicate increased risk for our products, services, solutions, manufacturing, and IT infrastructure.

While we continue to improve the security attributes of our hardware and software products, [removed: solutions] [added: solutions,] and services, we can reduce risk, not eliminate it.

In addition, [removed: the] [added: both] software [added: and hardware] supply [removed: chain introduces] [added: chains introduce] security vulnerabilities into many products across the industry.

Our business uses [removed: IT] [added: technology] resources on a dispersed, global basis for a wide variety of functions including development, engineering, manufacturing, sales, accounting, and human resources.

Our vendors, partners, [removed: employees] [added: employees,] and customers have access to, and share, information across multiple locations via various digital technologies.

In addition, our [removed: Third Party] [added: Third-Party] Risk Program manages risk posed by our suppliers that have access to our confidential information, systems, or network, but this risk cannot be eliminated and vulnerabilities at third parties could result in unknown risk exposure to our business and information.

If we are unable to manage and mitigate these risks, we could incur cost overruns, [removed: liabilities] [added: liabilities,] and other losses that would adversely affect our results of operations.

We depend on the capabilities and competencies of our distributors to sell our hardware and software products, [removed: solutions] [added: solutions,] and services and deliver value to our customers.

Disruptions to our existing distribution channel or the failure of distributors to maintain and develop the appropriate capabilities to sell our hardware and software products, [removed: solutions] [added: solutions,] and services could adversely affect our sales.

As a global company operating in over 100 countries, we face risks related to foreign currency markets.

A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S.

Oil & Gas is a major industry that we serve, including through our Sensia joint venture.

Increases in energy demand and supply disruptions caused by the Russia and Ukraine conflict have resulted in significantly higher energy prices, particularly in Europe.

Persistent high energy prices and the potential for further supply disruptions, including rationing, may have an adverse impact on industrial output and could reduce demand for our hardware and software products, solutions, and services in Europe.

We continue to monitor the pandemic, and while periodic local increases and decreases in COVID-19 cases are likely, generally the restrictions due to and in response to the pandemic continue to relax in most locations.

This includes, but is not limited to, a continued limit on the movement of goods, services, and to some extent people, including our own workforce, resulting in worldwide disruptions in our supply chain and distribution.

Adverse impacts to our customers’ business operations and financial condition could lead to a decrease in their liquidity and/or spending resulting in a decrease in demand for and our customers’ ability to pay for our hardware and software products, solutions, and services.

Maintaining a positive and inclusive culture and work environment, offering attractive compensation, benefits, and development opportunities, and effectively implementing processes and technology that enable our employees to work effectively and efficiently are important to our ability to attract and retain employees.

Completing these transactions requires favorable environments and we may encounter difficulties in obtaining the necessary regulatory approvals in both domestic and foreign jurisdictions.

- unknown or undisclosed and unmitigated cyber risks to purchased systems, products, and services;

- difficulties in yielding the desired strategic or financial benefit from venture capital investments, including as a result of being a minority investor or macroeconomic conditions.

We own common stock of PTC Inc. (PTC), a Nasdaq-listed company.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement that, among other things, ensures that income earned in each jurisdiction that a multinational enterprise operates in is subject to a minimum corporate income tax rate of at least 15%.

Discussions related to the formal implementation of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing.

Enactment of this regulation in its current form would increase the amount of global corporate income tax paid by the Company.

While the duration and severity of those impacts on our business are highly uncertain, they have had, and could continue to have, an adverse effect on our business, financial condition and results of operations in many ways, including, but not limited to, the following:

- The COVID-19 pandemic and responses to it have significantly limited or prevented the movement of goods and services worldwide, which has resulted in and could continue to result in disruptions in our supply chain and our difficulty in procuring or inability to procure components and materials necessary for our hardware and software products, solutions and services.

The impact of the COVID-19 pandemic and responses to it has increased and could continue to increase the costs of making and distributing our hardware and software products, solutions and services or result in delays in delivering, or an inability to deliver, them to our customers.

- Our workforce may be unable or unwilling to work on-site or travel as a result of vaccine requirements, event cancellations, facility closures, shelter-in-place, travel and other restrictions and changes in industry practice, or if they, their co-workers or their family members become ill or otherwise require care arrangements.

Regulations for vaccines and COVID-19 testing have been announced and additional regulations may be announced in the jurisdictions in which our business operates.

These workforce disruptions and regulations have adversely affected and could continue to adversely affect our ability to efficiently operate, including to develop, manufacture, generate sales of, promote, market, and deliver our hardware and software products, solutions and services, and provide customer support.

Implementation of new regulations for vaccines may result in attrition of skilled labor and impact our ability to attract and retain talent necessary for our business operations.

For additional information, see the risk factor on attracting, developing, and retaining highly qualified personnel.

- Our customers are, and continue to be, subject to significant risks and have had, and could continue to have, adverse impacts to their business operations and financial condition related to the COVID-19 pandemic, which could lead to a decrease in their liquidity and/or industrial spending.

Oil & Gas is a major industry that we serve.

The London Interbank Offered Rate (LIBOR) is the basis for determining the amount of our interest payments on borrowings under our $1.25 billion unsecured revolving credit facility.

The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that it intends to phase out LIBOR.

Banks currently reporting information used to set U.S dollar LIBOR are currently expected to stop doing so during 2023.

Various parties, including government agencies, are seeking to identify an alternative rate to replace LIBOR.

If LIBOR ceases to exist, we may need to amend certain agreements that use LIBOR as a benchmark and we cannot predict what alternative index or other amendments may be negotiated with our counterparties.

As a result, our interest expense could increase and our available cash flow for general corporate requirements may be adversely affected.

Additionally, uncertainty as to the nature of a potential discontinuance or modification of LIBOR, alternative reference rates or other reforms may materially and adversely affect the trading market for securities linked to such benchmarks.

For additional information, see Financial Condition in Item 7.

MD&A*.*

We continuously evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity, and efficiency, and to mitigate failure risks from older technologies currently in use.

Failure to identify and successfully implement new processes and technologies could add costs and complications to ongoing operations and negatively impact employee engagement, productivity, and efficiency.

- diversion of management’s attention from other business concerns.

We own common stock of PTC Inc. (PTC), a Nasdaq-listed company, that we acquired for an aggregate purchase price of approximately $1.0 billion.

Further, the reported value of the PTC Shares does not necessarily reflect their lowest current market price.

Changes in these requirements could impact demand for our hardware and software products, solutions and services.

See [removed: Results] [added: Summary] of [added: Results of] Operations for a reconciliation of [removed: income] [added: 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 [removed: Results of Operations] [added: Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation] for a reconciliation of [added: Net] income [removed: from continuing operations,] [added: attributable to Rockwell Automation,] diluted [removed: EPS from continuing operations] [added: EPS,] and effective tax rate to Adjusted Income, Adjusted [removed: EPS] [added: EPS,] and Adjusted Effective Tax Rate, respectively, and a discussion of why we believe these non-GAAP measures are useful to investors.

Overall demand for our hardware and software products, [removed: solutions] [added: solutions,] and services is driven by:

- investments in manufacturing, including upgrades, modifications and expansions of existing facilities or production [removed: lines] [added: lines,] and new facilities or production lines;

- our customers’ needs to continuously improve quality, [removed: safety] [added: safety,] and sustainability;

- industry factors that include our customers’ new product introductions, demand for our customers’ products or [removed: services] [added: services,] and the regulatory and competitive environments in which our customers operate;

- regional factors that include local political, social, [removed: regulatory] [added: regulatory,] and economic circumstances; and

- drive double digit growth in annual recurring [removed: revenue;][added: revenue (ARR);]

By implementing the above strategy, we seek to achieve our long-term financial goals, including above-market organic sales growth, increasing the portion of our total revenue that is recurring in nature, EPS growth above sales growth, return on invested capital in excess of 20 [removed: percent] [added: percent,] and free cash flow equal to about 100 percent of Adjusted Income.

We are the only automation provider that can support discrete, process, batch, safety, [removed: motion] [added: motion,] and power control on the same hardware platform with the same software programming environment.

Through the combination of this technology and our domain expertise we help customers to achieve additional productivity benefits, such as reduced unplanned downtime, improved energy efficiency, higher [removed: quality] [added: quality,] and increased throughput yield.

As we expand in markets with considerable growth potential and shift our global footprint, we expect to continue to broaden the portfolio of hardware and software products, [removed: solutions] [added: solutions,] and services that we provide to our customers in these regions.

Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to over [removed: $90] [added: $100] billion.

Demand for our hardware and software products, [removed: solutions] [added: solutions,] and services across all industries benefits from the outsourcing and sustainability needs of our customers.

Our acquisition and investment strategy focuses on hardware and software products, [removed: solutions] [added: solutions,] and services that will be catalytic to the organic growth of our core offerings.

In August 2021, we acquired Plex [removed: Systems (Plex),] [added: Systems,] a cloud-native smart manufacturing platform.

Plex offers a single-instance, multi-tenant Software-as-a-Service manufacturing [removed: platform operating at scale,] [added: platform,] including advanced manufacturing execution systems, quality, and supply chain management capabilities.

Oylo [removed: is dedicated to providing] [added: provides] a broad range of industrial control system cybersecurity services and solutions including assessments, turnkey implementations, managed services and incident response.

In April 2020, we acquired ASEM, [removed: S.p.A.][added: S.p.A., a provider of digital automation technologies based in Italy.]

In April 2020, we also acquired Kalypso, [removed: LP (Kalypso),] [added: LP,] a privately-held [removed: US-based] [added: U.S.-based] software delivery and consulting firm specializing in the digital transformation of industrial companies with a strong client base in life sciences, consumer products and industrial high-tech.

In January 2020, we acquired Avnet Data Security, [removed: LTD (Avnet),] [added: LTD,] an Israel-based cybersecurity provider with over 20 years of [removed: experience providing cybersecurity services.][added: experience.]

Avnet’s combination of service delivery, training, research, and managed services enables us to [removed: service a much larger set of] [added: serve more] customers [removed: globally while also continuing to] [added: and] accelerate our portfolio [removed: development in this market.][added: development.]

[removed: On] [added: In] October [removed: 1,] 2019, we completed the formation of a joint venture, Sensia, a fully integrated digital oilfield automation solutions [removed: provider.][added: provider, with SLB.]

The joint venture leverages [removed: Schlumberger’s] [added: SLB’s] oil and gas domain knowledge and our automation and information expertise.

Rockwell Automation owns 53% of Sensia and [removed: Schlumberger] [added: SLB] owns 47% of Sensia.

In October 2019, we also acquired MESTECH [removed: Services (MESTECH),] [added: Services,] a global provider of Manufacturing Execution Systems / Manufacturing Operations Management, digital solutions consulting, and systems integration services.

Our commitment to diversity, [removed: equity] [added: equity,] and inclusion starts at the top.

Our 11 board [removed: members, 10 of whom are independent,] [added: members] include three female and two African American directors.

In fiscal [removed: year] 2021, we hired our first chief diversity officer and made investments to accelerate our efforts to increase diversity, equity, and inclusion across the company.

[removed: In fiscal year 2020, we refreshed our] [added: Our] code of [removed: conduct that] [added: conduct,] along with our partner code of conduct and supplier code of conduct prohibits corrupt acts, [removed: bribery] [added: bribery,] and anticompetitive behavior.

In fiscal [removed: year 2021,] [added: 2022,] we achieved [removed: 0.27] [added: 0.38] recordable cases per 100 employees.

The latest survey, conducted in [removed: February 2021,] [added: March 2022,] showed an EEI of [removed: 74,] [added: 76,] which was equal to a global norm for this index.

Our global inclusion index score was [removed: 76, three] [added: 77, two] points higher than the global benchmark of [removed: 73.][added: 75.]

We offer a portfolio of all employee, [removed: managerial] [added: managerial,] and leader training that spans [removed: on-demand self-paced] [added: on-demand, virtual,] and [removed: virtual] live instructor-led formats.

We take pride in our culture and in fiscal [removed: year] 2021 created an opportunity for our employees to participate in team-based culture workshops.

In fiscal [removed: 2021,] [added: 2022,] the majority of our employees completed one or more of our training programs representing over [removed: 100,000] [added: 500,000] learning hours.

We generally experienced higher attrition rates in fiscal [removed: year 2021] [added: 2022] as compared to fiscal [removed: year 2020.][added: 2021.]

We believe the increase is consistent with market trends experienced broadly across labor markets in fiscal [removed: 2021.][added: 2022.]

At September 30, [removed: 2021,] [added: 2022,] our employees, including those employed by consolidated subsidiaries, by region were approximately:

| North America | | | [removed: 9,500] [added: 10,000] | | |

In March 2022, we, through our Sensia affiliate, acquired Swinton Technology, a provider of meeting supervisory systems and measurement expertise in the Oil & Gas industry.

In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions.

In addition, we make venture investments that enable access to complementary and leading edge technologies aligned with our strategic priorities, accelerating internal development efforts, reducing time to market, and as a hedge against disruptive technologies.

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 2022, we launched 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 talent and facilitating innovation, engagement, and productivity.

| | | | September 30, 2022 | | | | | | | | | | | | | | | | | | | | |

| Individual Contributors | | | 33% | | | 67% | | | | | | | | | | | | | | | | | |

| People Managers | | | 26% | | | 74% | | | | | | | | | | | | | | | | | |

| Technical Talent | | | 17% | | | 83% | | | | | | | | | | | | | | | | | |

| Manufacturing Associates | | | 48% | | | 52% | | | | | | | | | | | | | | | | | |

| | | | September 30, 2022 | | | | | | | | | | | | | | | | | |

| All U.S. Employees | | | 7% | | | 9% | | | 5% | | | 73% | | | 2% | | | 4% | | |

| Individual Contributors | | | 7% | | | 10% | | | 5% | | | 72% | | | 2% | | | 4% | | |

| Technical Talent | | | 6% | | | 12% | | | 6% | | | 72% | | | 2% | | | 2% | | |

| Manufacturing Associates | | | 14% | | | 13% | | | 3% | | | 54% | | | 2% | | | 14% | | |

The IP index rose 0.5, a slower rate of acceleration, in the fourth quarter of fiscal 2022 versus the third quarter of fiscal 2022.

The U.S. manufacturing sector continued to expand in the fourth quarter with PMI remaining above 50, however, this is the lowest rate since the pandemic recovery began, reflecting an easing of demand.

| September 2022 | | | | | | 102.4 | | | | | | 50.9 | | |

| June 2022 | | | | | | 101.9 | | | | | | 53.0 | | |

| March 2022 | | | | | | 101.1 | | | | | | 57.1 | | |

| December 2021 | | | | | | 100.1 | | | | | | 58.8 | | |

| June 2021 | | | | | | 97.9 | | | | | | 60.9 | | |

| March 2021 | | | | | | 96.7 | | | | | | 63.7 | | |

| September 2020 | | | | | | 94.1 | | | | | | 55.7 | | |

| June 2020 | | | | | | 84.6 | | | | | | 52.2 | | |

| March 2020 | | | | | | 97.5 | | | | | | 49.7 | | |

During 2022, inflation in the U.S. has had an impact on our input costs and pricing.

The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output.

PPI for September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 2021, increased 8.5 percent, 11.3 percent, 11.7 percent, and 10.0 percent, respectively, compared to September 30, 2021, June 30, 2021, March 31, 2021, and December 31, 2020.

These figures are as of November 8, 2022, and are subject to revision by the issuing organization.

Global GDP forecasts are mixed, with Europe, Middle East, and Africa and Latin America projected to see slowing growth from 2022 to 2023 and Asia projected to see flat to slightly higher growth.

Supply chain disruptions, labor shortages, and global inflation are expected to remain persistent in 2023, along with elevated geopolitical instability.

Our total order backlog consists of (in millions):

| | | | | | | 2022 | | | | | | 2021 | | |

| Intelligent Devices | | | | | | $ | 2,086.1 | | | | | $ | 1,052.8 | |

| Software & Control | | | | | | 1,456.8 | | | | | | 618.2 | | |

| Lifecycle Services | | | | | | 1,654.1 | | | | | | 1,239.5 | | |

| Total Company | | | | | | $ | 5,197.0 | | | | | $ | 2,910.5 | |

We have made large-scale investments to increase capacity across our network in support of our orders growth.

Additional actions we are taking include:

(ASEM), a provider of digital automation technologies.

This acquisition enhances our ability to implement and deploy technology and deliver even greater value to our customers.

In 2018, we made several investments, including in shares of PTC common stock (the “PTC Shares”).

PTC is the leader in the Industrial Internet of Things and augmented reality.

Our investment in and alliance with PTC is accelerating growth for both companies and enabling us to be the partner of choice for customers around the world who want to transform their physical operations with digital technology in order to achieve increased productivity, heightened plant efficiency, reduced operational risk and better system interoperability.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Engineers | | | 15% | | | 85% | | | | | | | | | | | | | | | | | |

| Manufacturing Associates | | | 49% | | | 51% | | | | | | | | | | | | | | | | | |

| Individual Contributors | | | 36% | | | 64% | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | All U.S. Employees | | | Engineers | | | Manufacturing Associates | | | Individual Contributors | | | People Managers | | |

| Black / African American | | | 7% | | | 4% | | | 14% | | | 6% | | | 6% | | |

| Asian | | | 10% | | | 12% | | | 14% | | | 6% | | | 8% | | |

| Hispanic / Latinx | | | 5% | | | 5% | | | 4% | | | 6% | | | 5% | | |

| White | | | 75% | | | 77% | | | 56% | | | 79% | | | 80% | | |

| Undisclosed | | | 2% | | | 1% | | | 10% | | | 1% | | | —% | | |

The IP index continued to improve during the quarter, reaching the pre-pandemic level in August before declining below that level again in September.

In the fourth quarter of fiscal 2021, PMI continues to be well above 50.

The September PMI represents the sixteenth consecutive month of expansion in the overall economy.

| September 2021 | | | | | | 100.9 | | | | | | 61.1 | | |

| June 2021 | | | | | | 99.9 | | | | | | 60.6 | | |

| March 2021 | | | | | | 98.3 | | | | | | 64.7 | | |

| September 2020 | | | | | | 95.5 | | | | | | 55.4 | | |

| June 2020 | | | | | | 87.1 | | | | | | 52.6 | | |

| March 2020 | | | | | | 100.0 | | | | | | 49.1 | | |

| September 2019 | | | | | | 102.4 | | | | | | 48.2 | | |

| June 2019 | | | | | | 102.4 | | | | | | 51.6 | | |

| March 2019 | | | | | | 103.0 | | | | | | 54.6 | | |

| December 2018 | | | | | | 103.9 | | | | | | 54.3 | | |

Industrial output projections for the first quarter of fiscal 2022 are varied with some regions projected to grow sequentially and others projected to contract.

In fiscal 2020, we experienced a significant disruption to our business as a result of the COVID-19 pandemic which impacted demand for our hardware and software products, services and solutions.

In response to the pandemic we implemented enhanced policies and procedures for employee safety and we implemented temporary cost reduction actions and other adjustments to our cost structure.

Restrictions on physical access to customer, manufacturing and office facilities has created and continues to create inefficiencies and execution delays.

Uncertainty on the duration and severity of those impacts remain as new variants of the virus have emerged and the evolving nature of vaccine roll-outs and regulations.

New regulations for vaccines and COVID-19 testing and health and safety requirements have been announced and additional regulations may be announced in the jurisdictions in which our business operates.

We have seen a recovery in demand for our hardware and software products, services, and solutions during fiscal 2021, allowing us to reverse our temporary cost reduction actions, and we expect this to continue into fiscal 2022.

We continue to monitor and to respond to the impacts on our businesses from macroeconomic effects including the ongoing impacts of the pandemic, supply chain constraints, and materials and labor shortages.

Our guidance reflects strong demand as well as record backlog entering into fiscal year 2022.

These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign [removed: subsidiaries] [added: subsidiaries,] and transactions denominated in currencies other than a location’s functional currency.

The fair value of our foreign currency forward exchange contracts is an asset of [removed: $14.1] [added: $120.1] million and a liability of [removed: $17.1] [added: $32.2] million at September 30, [removed: 2021.][added: 2022.]

For such assets and liabilities 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 [removed: $2.2] [added: $35.1] million.

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, [removed: liabilities] [added: liabilities,] or firm commitments through earnings or recognized in other comprehensive loss until the hedged item is recognized in earnings.

There was no impact on earnings due to ineffective hedges in [added: 2022,] 2021, [removed: 2020] or [removed: 2019.][added: 2020.]

Our [removed: short-term] [added: Short-term] debt as of September 30, [added: 2022 and] 2021, includes [removed: $484.0 million of] commercial paper borrowings [added: of $317.0 million and $484.0 million, respectively,] with [removed: a] weighted average interest [removed: rate] [added: rates] of [removed: 0.18] [added: 3.03] percent and [added: 0.18 percent, respectively, and] weighted average maturity [removed: period] [added: periods] of [added: 22 days and] 90 [removed: days.][added: days, respectively.]

Also included in [removed: short-term] [added: Short-term] debt as of September 30, [removed: 2021] [added: 2022] and [removed: 2020 are $23.5] [added: 2021, is $42.3] million [added: and $23.5 million, respectively,] of interest-bearing loans from [removed: Schlumberger] [added: SLB] to [removed: Sensia which were originally due September 30, 2020, and are now] [added: Sensia,] due [added: in] December [removed: 31, 2021.][added: 2022.]

We had outstanding fixed rate long-term [added: and current portion of long-term] debt obligations with a carrying value of [removed: $3,464.6] [added: $3,476.9] million at September 30, [removed: 2021] [added: 2022,] and [removed: $1,974.7] [added: $3,471.4] million at September 30, [removed: 2020.][added: 2021.]

The fair value of this debt was approximately [removed: $3,874.8] [added: $3,074.5] million at September 30, [removed: 2021] [added: 2022,] and [removed: $2,497.7] [added: $3,881.6] million at September 30, [removed: 2020.][added: 2021.]

There were no commercial paper borrowings outstanding as of September 30, 2020.

Our hardware and software products, [removed: solutions] [added: solutions,] and services are designed to meet our customers’ needs to reduce total cost of ownership, maximize asset utilization, improve time to [removed: market] [added: market,] and reduce enterprise business risk.

As used herein, the terms “we”, “us”, “our”, “Rockwell [removed: Automation”] [added: Automation”,] or the “Company” include wholly-owned and controlled majority-owned subsidiaries and predecessors unless the context indicates otherwise.

Whenever an Item of this Annual Report on Form 10-K refers to information in our Proxy Statement for our Annual Meeting of Shareowners to be held on February [removed: 1, 2022] [added: 7, 2023] (the Proxy Statement), or to information under specific captions in Item 7.

All date references to years and quarters refer to our fiscal year and [removed: quarters] [added: quarters,] unless otherwise stated.

Our operating segments share [removed: a] common [removed: sales organization and] [added: sales,] supply [removed: chain] [added: chain,] and [added: functional support organizations and] conduct business globally.

Major markets served by all segments consist of discrete end markets (e.g., Automotive, Semiconductor, and Warehousing & Logistics), hybrid end markets (e.g., Food & [removed: Beverage,] [added: Beverage] and Life Sciences), and process end markets (e.g., Oil & Gas, Metals, and Chemicals).

The largest sales outside the United States on a [removed: country-of-destination] [added: country of destination] basis are in China, Canada, Italy, Mexico, Germany, and the United Kingdom.

Our competitors range from [removed: large] [added: large,] diversified corporations that may also have business interests outside of industrial automation to smaller companies that offer a limited portfolio of industrial automation products, [removed: solutions] [added: solutions,] and services.

Factors that influence our competitive position include the breadth of our product portfolio and scope of solutions, technology differentiation, domain expertise, installed base, distribution network, quality of hardware and software products, [removed: solutions] [added: solutions,] and services, global [removed: presence] [added: presence,] and price.

Sales to our largest distributor in [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020,] were approximately 10 percent of our total sales.

We purchase a wide range of equipment, components, finished [removed: products] [added: products,] and materials used in our business.

Risk Factors for a discussion of risks associated with our reliance on [removed: third party] [added: third-party] suppliers.

Patents, [removed: Licenses] [added: Licenses,] and Trademarks

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form [removed: 8-K] [added: 8-K,] and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), as well as our annual reports to shareowners and Section 16 reports on Forms 3, 4 and 5, are available free of charge on this site through the “Investors” link as soon as reasonably practicable after we file or furnish these reports with the SEC.

See Item 7.

MD&A for information on our order backlog.

During fiscal 2020 and 2019, we had two operating segments: Architecture & Software and Control Products & Solutions.

Segment information presented for those periods has been recast to reflect our new operating segments.

Our total order backlog consists of (in millions):

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | September 30, | | | | | | | | |

| | | | | | | 2021 | | | | | | 2020 | | |

| Intelligent Devices | | | | | | $ | 1,052.8 | | | | | $ | 392.4 | |

| Software & Control | | | | | | 618.2 | | | | | | 156.3 | | |

| Lifecycle Services | | | | | | 1,239.5 | | | | | | 1,008.4 | | |

| | | | | | | $ | 2,910.5 | | | | | $ | 1,557.1 | |

See Note 2 in the Consolidated Financial Statements for additional information on the nature of our products and services and revenue recognition.

The information required by this Item [added: 3] is contained in Note 17 in the Consolidated Financial Statements within the section entitled Other Matters.

For the fiscal year ended September 30, [removed: 2021][added: 2022]

The aggregate market value of registrant’s voting stock held by non-affiliates of registrant on March 31, [removed: 2021] [added: 2022] was approximately [removed: $30.8] [added: $32.5] billion.

[removed: 115,981,885] [added: 114,844,152] shares of registrant’s Common Stock, par value $1 per share, were outstanding on October 31, [removed: 2021.][added: 2022.]

Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of registrant to be held on February [removed: 1, 2022,] [added: 7, 2023,] is incorporated by reference into Part III hereof.

| [PART [removed: I](#iabcf598203fb40148eb7949185a42c73_10)] [added: I](#i51f1153e283e4fdf9fbe99070fb17e82_10)] | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: [Page](#iabcf598203fb40148eb7949185a42c73_7)] [added: [Page](#i51f1153e283e4fdf9fbe99070fb17e82_7)] | | |

| | | | [Item 1. [removed: Business](#iabcf598203fb40148eb7949185a42c73_13)] [added: Business](#i51f1153e283e4fdf9fbe99070fb17e82_13)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [3](#iabcf598203fb40148eb7949185a42c73_13)] [added: [3](#i51f1153e283e4fdf9fbe99070fb17e82_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#iabcf598203fb40148eb7949185a42c73_16)] [added: Factors](#i51f1153e283e4fdf9fbe99070fb17e82_16)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [6](#iabcf598203fb40148eb7949185a42c73_16)] [added: [5](#i51f1153e283e4fdf9fbe99070fb17e82_16)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#iabcf598203fb40148eb7949185a42c73_19)] [added: Comments](#i51f1153e283e4fdf9fbe99070fb17e82_19)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [13](#iabcf598203fb40148eb7949185a42c73_19)] [added: [12](#i51f1153e283e4fdf9fbe99070fb17e82_19)] | | |

| | | | [Item 2. [removed: Properties](#iabcf598203fb40148eb7949185a42c73_22)] [added: Properties](#i51f1153e283e4fdf9fbe99070fb17e82_22)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [13](#iabcf598203fb40148eb7949185a42c73_22)] [added: [12](#i51f1153e283e4fdf9fbe99070fb17e82_22)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#iabcf598203fb40148eb7949185a42c73_25)] [added: Proceedings](#i51f1153e283e4fdf9fbe99070fb17e82_25)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [13](#iabcf598203fb40148eb7949185a42c73_25)] [added: [12](#i51f1153e283e4fdf9fbe99070fb17e82_25)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#iabcf598203fb40148eb7949185a42c73_28)] [added: Disclosures](#i51f1153e283e4fdf9fbe99070fb17e82_28)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [14](#iabcf598203fb40148eb7949185a42c73_28)] [added: [13](#i51f1153e283e4fdf9fbe99070fb17e82_28)] | | |

| | | | [Item 4A. Information about our Executive [removed: Officers](#iabcf598203fb40148eb7949185a42c73_28)] [added: Officers](#i51f1153e283e4fdf9fbe99070fb17e82_28)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [14](#iabcf598203fb40148eb7949185a42c73_28)] [added: [13](#i51f1153e283e4fdf9fbe99070fb17e82_28)] | | |

| | | | [Item 5. Market [removed: for](#iabcf598203fb40148eb7949185a42c73_34) [Registrant](#iabcf598203fb40148eb7949185a42c73_34)[’](#iabcf598203fb40148eb7949185a42c73_34)[s](#iabcf598203fb40148eb7949185a42c73_34) [Common] [added: for Registrant’s Common] Equity, Related Stockholder [removed: Matters and] [added: Matters](#i51f1153e283e4fdf9fbe99070fb17e82_34)[,](#i51f1153e283e4fdf9fbe99070fb17e82_34) [and] Issuer Purchases of Equity [removed: Securities](#iabcf598203fb40148eb7949185a42c73_34)] [added: Securities](#i51f1153e283e4fdf9fbe99070fb17e82_34)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [15](#iabcf598203fb40148eb7949185a42c73_34)] [added: [14](#i51f1153e283e4fdf9fbe99070fb17e82_34)] | | |

| | | | [Item 6. [removed: Reserved](#iabcf598203fb40148eb7949185a42c73_40)] [added: Reserved](#i51f1153e283e4fdf9fbe99070fb17e82_37)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [17](#iabcf598203fb40148eb7949185a42c73_40)] [added: [16](#i51f1153e283e4fdf9fbe99070fb17e82_37)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iabcf598203fb40148eb7949185a42c73_40)] [added: Operations](#i51f1153e283e4fdf9fbe99070fb17e82_37)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [17](#iabcf598203fb40148eb7949185a42c73_40)] [added: [16](#i51f1153e283e4fdf9fbe99070fb17e82_37)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iabcf598203fb40148eb7949185a42c73_73)] [added: Risk](#i51f1153e283e4fdf9fbe99070fb17e82_70)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [41](#iabcf598203fb40148eb7949185a42c73_73)] [added: [41](#i51f1153e283e4fdf9fbe99070fb17e82_70)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#iabcf598203fb40148eb7949185a42c73_76)] [added: Data](#i51f1153e283e4fdf9fbe99070fb17e82_73)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [42](#iabcf598203fb40148eb7949185a42c73_76)] [added: [42](#i51f1153e283e4fdf9fbe99070fb17e82_73)] | | |

| | | | | | | [CONSOLIDATED BALANCE [removed: SHEET](#iabcf598203fb40148eb7949185a42c73_79)] [added: SHEET](#i51f1153e283e4fdf9fbe99070fb17e82_76)] | | | | | | | | | | | | | | | | | | | | | [removed: [42](#iabcf598203fb40148eb7949185a42c73_79)] [added: [42](#i51f1153e283e4fdf9fbe99070fb17e82_76)] | | |

| | | | | | | [CONSOLIDATED STATEMENT OF [removed: OPERATIONS](#iabcf598203fb40148eb7949185a42c73_85)] [added: OPERATIONS](#i51f1153e283e4fdf9fbe99070fb17e82_79)] | | | | | | | | | | | | | | | | | | | | | [removed: [43](#iabcf598203fb40148eb7949185a42c73_85)] [added: [43](#i51f1153e283e4fdf9fbe99070fb17e82_79)] | | |

| | | | | | | [CONSOLIDATED STATEMENT OF COMPREHENSIVE [removed: INCOME](#iabcf598203fb40148eb7949185a42c73_88)] [added: INCOME](#i51f1153e283e4fdf9fbe99070fb17e82_82)] | | | | | | | | | | | | | | | | | | | | | [removed: [44](#iabcf598203fb40148eb7949185a42c73_88)] [added: [44](#i51f1153e283e4fdf9fbe99070fb17e82_82)] | | |

| | | | | | | [CONSOLIDATED STATEMENT OF CASH [removed: FLOWS](#iabcf598203fb40148eb7949185a42c73_94)] [added: FLOWS](#i51f1153e283e4fdf9fbe99070fb17e82_85)] | | | | | | | | | | | | | | | | | | | | | [removed: [45](#iabcf598203fb40148eb7949185a42c73_94)] [added: [45](#i51f1153e283e4fdf9fbe99070fb17e82_85)] | | |

| | | | | | | [CONSOLIDATED STATEMENT OF SHAREOWNERS’ [removed: EQUITY](#iabcf598203fb40148eb7949185a42c73_97)] [added: EQUITY](#i51f1153e283e4fdf9fbe99070fb17e82_88)] | | | | | | | | | | | | | | | | | | | | | [removed: [46](#iabcf598203fb40148eb7949185a42c73_97)] [added: [46](#i51f1153e283e4fdf9fbe99070fb17e82_88)] | | |

| | | | | | | [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#iabcf598203fb40148eb7949185a42c73_100)] [added: STATEMENTS](#i51f1153e283e4fdf9fbe99070fb17e82_91)] | | | | | | | | | | | | | | | | | | | | | [removed: [47](#iabcf598203fb40148eb7949185a42c73_100)] [added: [47](#i51f1153e283e4fdf9fbe99070fb17e82_91)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iabcf598203fb40148eb7949185a42c73_190)] [added: Disclosure](#i51f1153e283e4fdf9fbe99070fb17e82_160)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [91](#iabcf598203fb40148eb7949185a42c73_190)] [added: [92](#i51f1153e283e4fdf9fbe99070fb17e82_160)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#iabcf598203fb40148eb7949185a42c73_193)] [added: Procedures](#i51f1153e283e4fdf9fbe99070fb17e82_163)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [91](#iabcf598203fb40148eb7949185a42c73_193)] [added: [92](#i51f1153e283e4fdf9fbe99070fb17e82_163)] | | |

| | | | [Item 9B. Other [removed: Information](#iabcf598203fb40148eb7949185a42c73_196)] [added: Information](#i51f1153e283e4fdf9fbe99070fb17e82_166)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [91](#iabcf598203fb40148eb7949185a42c73_196)] [added: [92](#i51f1153e283e4fdf9fbe99070fb17e82_166)] | | |

| | | | [Item 10. Directors, Executive [removed: Officers and] [added: Officers](#i51f1153e283e4fdf9fbe99070fb17e82_172)[,](#i51f1153e283e4fdf9fbe99070fb17e82_172) [and] Corporate [removed: Governance](#iabcf598203fb40148eb7949185a42c73_202)] [added: Governance](#i51f1153e283e4fdf9fbe99070fb17e82_172)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#iabcf598203fb40148eb7949185a42c73_202)] [added: [93](#i51f1153e283e4fdf9fbe99070fb17e82_172)] | | |

| | | | [Item 11. Executive [removed: Compensation](#iabcf598203fb40148eb7949185a42c73_205)] [added: Compensation](#i51f1153e283e4fdf9fbe99070fb17e82_175)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#iabcf598203fb40148eb7949185a42c73_205)] [added: [93](#i51f1153e283e4fdf9fbe99070fb17e82_175)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iabcf598203fb40148eb7949185a42c73_208)] [added: Matters](#i51f1153e283e4fdf9fbe99070fb17e82_178)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#iabcf598203fb40148eb7949185a42c73_208)] [added: [93](#i51f1153e283e4fdf9fbe99070fb17e82_178)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iabcf598203fb40148eb7949185a42c73_211)] [added: Independence](#i51f1153e283e4fdf9fbe99070fb17e82_181)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [93](#iabcf598203fb40148eb7949185a42c73_211)] [added: [94](#i51f1153e283e4fdf9fbe99070fb17e82_181)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#iabcf598203fb40148eb7949185a42c73_214)] [added: Services](#i51f1153e283e4fdf9fbe99070fb17e82_184)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [93](#iabcf598203fb40148eb7949185a42c73_214)] [added: [94](#i51f1153e283e4fdf9fbe99070fb17e82_184)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedul](#iabcf598203fb40148eb7949185a42c73_220)[es](#iabcf598203fb40148eb7949185a42c73_220)] [added: Schedules](#i51f1153e283e4fdf9fbe99070fb17e82_190)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [94](#iabcf598203fb40148eb7949185a42c73_220)] [added: [95](#i51f1153e283e4fdf9fbe99070fb17e82_190)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#iabcf598203fb40148eb7949185a42c73_223)] [added: Summary](#i51f1153e283e4fdf9fbe99070fb17e82_193)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [98](#iabcf598203fb40148eb7949185a42c73_223)] [added: [99](#i51f1153e283e4fdf9fbe99070fb17e82_193)] | | |

This Annual Report [added: on Form 10-K] 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”, [removed: “intend”] [added: “intend”,] and other similar expressions may identify forward-looking statements.

- the severity and duration of disruptions to our business due to [removed: pandemics, including] [added: pandemics (including] the COVID-19 [removed: pandemic,] [added: pandemic),] natural disasters (including those as a result of climate change), acts of [removed: war,] [added: war (including the Russia and Ukraine conflict),] 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, [removed: solutions] [added: solutions,] and services, our supply chain, our work force, our liquidity and the value of the assets we own;

- macroeconomic factors, including [added: inflation,] global and regional business conditions (including adverse impacts in certain markets, such as Oil & Gas), commodity prices, [added: currency exchange rates,] the cyclical nature of our customers’ capital spending, [added: and] sovereign debt [removed: concerns and currency exchange rates;][added: concerns;]

- laws, [removed: regulations] [added: regulations,] and governmental policies affecting our activities in the countries where we do business, including those related to tariffs, taxation, trade [removed: controls,] [added: controls (including sanctions placed on Russia), cybersecurity,] and climate change;

- the availability, [removed: effectiveness] [added: 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, [removed: solutions] [added: solutions,] and services;

| [PART II](#i51f1153e283e4fdf9fbe99070fb17e82_31) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [Item 9](#i51f1153e283e4fdf9fbe99070fb17e82_1800)[C](#i51f1153e283e4fdf9fbe99070fb17e82_1800)[.](#i51f1153e283e4fdf9fbe99070fb17e82_1800) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i51f1153e283e4fdf9fbe99070fb17e82_1800) | | | | | | | | | | | | | | | | | | | | | | | | [92](#i51f1153e283e4fdf9fbe99070fb17e82_1800) | | |

| [PART III](#i51f1153e283e4fdf9fbe99070fb17e82_169) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [PART IV](#i51f1153e283e4fdf9fbe99070fb17e82_187) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [SIGNATURES](#i51f1153e283e4fdf9fbe99070fb17e82_196) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [PART II](#iabcf598203fb40148eb7949185a42c73_31) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [PART III](#iabcf598203fb40148eb7949185a42c73_199) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [PART IV](#iabcf598203fb40148eb7949185a42c73_217) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [SIGNATURES](#iabcf598203fb40148eb7949185a42c73_226) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

There are no major encumbrances (other than financing arrangements, which in the aggregate are not significant) on any of our [removed: plants] [added: properties] or equipment.

Our global headquarters in Milwaukee, Wisconsin, an owned facility, includes product development, sales, marketing, manufacturing, supply chain operations, finance, and other administrative and executive office functions.

Most of our other facilities are leased and shared across our three operating segments.

At September 30, 2022, the Company had approximately 50 manufacturing and distribution locations worldwide, disbursed evenly across our regions.

Our properties and equipment are in good operating condition and are adequate for our present needs.

We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.

We operate manufacturing facilities in the United States and multiple other countries.

Manufacturing space occupied approximately 2.8 million square feet.

Our global headquarters are located in Milwaukee, Wisconsin in a facility that we own.

We lease the remaining facilities noted below.

Most of our facilities are shared by operations of all segments and may be used for multiple purposes such as administrative, manufacturing, warehousing and / or distribution.

The following table sets forth information regarding our headquarter locations as of September 30, 2021:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | | | | Segment/Region | | |

| Milwaukee, Wisconsin, United States | | | | | | Global and North America Headquarters, Intelligent Devices, and Lifecycle Services | | |

| Mayfield Heights, Ohio, United States | | | | | | Software & Control | | |

| Capelle, Netherlands / Diegem, Belgium | | | | | | Europe, Middle East and Africa | | |

| Hong Kong | | | | | | Asia Pacific | | |

| Weston, Florida, United States | | | | | | Latin America | | |

| The following table sets forth information regarding the manufacturing square footage of our principal locations as of September 30, 2021: | | | | | | | | |

| Location | | | | | | Manufacturing Square Footage | | |

| Monterrey, Mexico | | | | | | 607,000 | | |

| Katowice, Poland | | | | | | 238,000 | | |

| Mequon, Wisconsin, United States | | | | | | 230,000 | | |

| Tecate, Mexico | | | | | | 225,000 | | |

| Twinsburg, Ohio, United States | | | | | | 200,000 | | |

| Richland Center, Wisconsin, United States | | | | | | 189,000 | | |

| Cambridge, Canada | | | | | | 165,000 | | |

| Ladysmith, Wisconsin, United States | | | | | | 150,000 | | |

| Harbin, China | | | | | | 118,000 | | |

| Shanghai, China | | | | | | 106,000 | | |

| Jundiai, Brazil | | | | | | 95,000 | | |

| Singapore | | | | | | 79,000 | | |

In our opinion, our properties have been well maintained, are in sound operating condition, and contain all equipment and facilities necessary to operate at present levels.

The square footage of a given manufacturing facility is not indicative of the sales contribution of the products manufactured there.

The name, age, office and position held with the [removed: Company] [added: Company,] and principal occupations and employment during the past five years of each of the executive officers of the Company as of November 1, [removed: 2021] [added: 2022] are:

| Blake D. Moret — Chairman of the Board since January 1, 2018, and President and Chief Executive Officer since July 1, 2016 | | | [removed: 58] [added: 59] | | |

| [removed: Sujeet Chand *—*] [added: Cyril P. Perducat —] Senior Vice [removed: President,] [added: President (since June 1, 2021) and Chief] Technology [added: Officer] since July 1, 2021; previously [removed: Senior] [added: Executive] Vice [removed: President] [added: President, Schneider Electric (energy] and [removed: Chief Technology Officer] [added: automation digital solutions)] | | | [removed: 63] [added: 53] | | |

| Nicholas C. Gangestad — Senior Vice President and Chief Financial Officer since March 1, 2021; previously Senior Vice President and Chief Financial Officer, 3M Company (consumer goods, health care and worker safety) | | | [removed: 57] [added: 58] | | |

| Scott [added: A.] Genereux [removed: \-] [added: —] Senior Vice President and Chief Revenue Officer since February 1, 2021; previously Executive Vice President of Worldwide Field Operations at Veritas (provider of information management services) [removed: (2017 to 2020),] [added: (2017-2020),] and Senior Vice President at Oracle (cloud applications and platform services) | | | [removed: 58] [added: 59] | | |

| Rebecca W. House — Senior Vice President, Chief People (since July 2020) and Legal Officer and Secretary since January 3, [removed: 2017; previously Assistant General Counsel, Operations and Compliance, and Assistant Secretary at Harley-Davidson, Inc. (motorcycle manufacturer)] [added: 2017] | | | [removed: 48] [added: 49] | | |

| Frank C. Kulaszewicz *—* Senior Vice President Lifecycle Services since October 1, 2020; previously Senior Vice President | | | [removed: 57] [added: 58] | | |

| Veena M. Lakkundi [removed: –] [added: —] Senior Vice President, Strategy and Corporate Development since November 1, 2021; previously Senior Vice President, Strategy & Business Development (2020-2021), Vice President and General Manager, Industrial Adhesives and Tapes Division (2019-2020), Vice President and Chief Ethics & Compliance Officer, Compliance and Business Conduct, Legal Affairs (2017-2019) at 3M Company (consumer goods, health care and worker safety) | | | [removed: 52] [added: 53] | | |

| John M. Miller — Vice President and Chief Intellectual Property Counsel | | | [removed: 54] [added: 55] | | |

| Christopher Nardecchia — Senior Vice President and Chief Information Officer since November 1, [removed: 2017; previously Vice President and Chief Information Officer, Global Operations and Supply Chain, Amgen, Inc. (biopharmaceutical company)] [added: 2017] | | | [removed: 59] [added: 60] | | |

| Terry L. Riesterer — Vice President and Controller since November 29, 2019; previously Vice President, Corporate Financial Planning and Analysis and Corporate Development (from August [removed: 2016 - November] [added: 2016-November] 2019) and Vice President, Global Finance Operations | | | [removed: 53] [added: 54] | | |

| Brian A. Shepherd [removed: -] [added: —] Senior Vice President Software and Control since February 1, 2021; previously President, Production Software SFx (2019-2020) and Senior Vice President, Software Solutions (2017-2019) at Hexagon Manufacturing Intelligence (metrology and manufacturing solution specialist), and Executive Vice President, PTC Inc. (digital technology) | | | [removed: 56] [added: 57] | | |

| Isaac [added: R.] Woods — Vice President and Treasurer since October 1, 2020; previously Director, Finance, Power Control Business (from March [removed: 2019 - October] [added: 2019-October] 2020), Director, Capital Markets (from January [removed: 2017 to March] [added: 2017-March] 2019), and Manager, Corporate Finance and Investor Relations | | | [removed: 36] [added: 37] | | |

| Francis S. Wlodarczyk — Senior Vice President [removed: Intelligent Devices] since [removed: October] [added: June] 1, [removed: 2020;] [added: 2022;] previously Senior Vice President [removed: (since July 2, 2018)] [added: Intelligent Devices (from October 2020-June 2022)] and [added: Senior] Vice [removed: President, Control and Visualization Business] [added: President (from July 2018-October 2020)] | | | [removed: 56] [added: 57] | | |

| Tessa M. Myers — Senior Vice President Intelligent Devices since June 6, 2022; previously Vice President and General Manager, Production Operations Management (from April 2021-June 2022), Vice President, Product Management (from October 2020-April 2021), and Regional President, North America | | | 46 | | |

| | | | | | |

| Elik I. Fooks — Senior Vice President, Corporate Development since March 16, 2017; previously Vice President and General Manager, Sensing, Safety, and Connectivity Business | | | 70 | | |

| Ernest Nicolas, Jr. — Senior Vice President, Chief Supply Chain Officer since November 4, 2020; previously Senior Vice President, Operations and Engineering Services (from November 2019 to November 2020), Vice President, Global Supply Chain (from July 2018 to November 2019), and Vice President, Strategic Sourcing and Supply Management | | | 44 | | |

| Cyril Perducat – Senior Vice President (since June 1, 2021) and Chief Technology Officer since July 1, 2021; previously Executive Vice President, Schneider Electric (energy and automation digital solutions) | | | 52 | | |

On October 31, [removed: 2021,] [added: 2022,] there were [removed: 13,207] [added: 12,652] shareowners of record of our common stock.

The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended September 30, [removed: 2021:][added: 2022:]

| Period | | | | | | Total Number of Shares [removed: Purchased(1)] [added: Purchased (1)] | | | | | | Average Price Paid Per [removed: Share(2)] [added: Share (2)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs(3)] [added: Programs (3)] | | |

[removed: (1)All] [added: (1) All] of the shares purchased during the quarter ended September 30, [removed: 2021,] [added: 2022,] were acquired pursuant to the repurchase program described in (3) below.

[removed: (2)Average] [added: (2) Average] price paid per share includes brokerage commissions.

[removed: (3)On] [added: (3) On both] July 24, 2019, [added: and May 2, 2022,] the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock.

The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P Composite-500 Stock Index (S&P 500 [removed: Index)] [added: Index), the S&P 500 Selected GICS groups (Capital Goods, Software & Services,] and [added: Technology Hardware & Equipment), and] the S&P Electrical Components & Equipment Index for the period of five fiscal years from October 1, [removed: 2016,] [added: 2017,] to September 30, [removed: 2021,] [added: 2022,] assuming in each case a fixed investment of $100 at the respective closing prices on September 30, [removed: 2016,] [added: 2017,] and reinvestment of all dividends.

[removed: ][added: ]

The cumulative total returns on Rockwell Automation common stock and each index as of September 30, [removed: 2016] [added: 2017] through [removed: 2021] [added: 2022] plotted in the above graph are as follows:

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash dividends per common share | | | [removed: 2.90] [added: 3.04] | | | | | | [removed: 3.04] [added: 3.51] | | | | | | [removed: 3.51] [added: 3.88] | | | | | | [removed: 3.88] [added: 4.08] | | | | | | [removed: 4.08] [added: 4.28] | | | | | | [removed: 4.28] [added: 4.48] | | |

[added: (1)] Includes the reinvestment of all dividends in our common [removed: stock.*][added: stock.]

| July 1 – 31, 2022 | | | | | | 193,368 | | | | | | $ | 208.92 | | | | | 193,368 | | | | | | $ | 1,286,459,441 | |

| August 1 – 31, 2022 | | | | | | 73,880 | | | | | | 249.01 | | | | | | 73,880 | | | | | | 1,268,062,555 | | |

| September 1 – 30, 2022 | | | | | | 71,780 | | | | | | 234.01 | | | | | | 71,780 | | | | | | 1,251,265,224 | | |

| Total | | | | | | 339,028 | | | | | | $ | 222.97 | | | | | 339,028 | | | | | | | | |

For performance shares awarded in fiscal 2021, we changed our relative performance benchmark group from the S&P 500 Index to the S&P 500 Selected GICS groups noted above in order to include companies that are more aligned with the Company's strategic direction.

Accordingly, we will begin comparing our cumulative total shareowner return to the cumulative total return of both the S&P 500 Index and the S&P 500 Selected GICS groups (weighted based on respective GICS market capitalization) in the following graph.

We have included the S&P Electrical Components & Equipment Index for this fiscal year only for comparative purposes to prior fiscal year graphs.

| Rockwell Automation (1) | | | $ | 100.00 | | | | | $ | 107.27 | | | | | $ | 96.48 | | | | | $ | 131.85 | | | | | $ | 178.54 | | | | | $ | 132.89 | |

| S&P 500 Index | | | 100.00 | | | | | | 117.90 | | | | | | 122.90 | | | | | | 141.50 | | | | | | 183.93 | | | | | | 155.43 | | |

| S&P Selected GICS groups | | | 100.00 | | | | | | 126.80 | | | | | | 136.68 | | | | | | 195.25 | | | | | | 248.49 | | | | | | 210.34 | | |

| S&P Electrical Components & Equipment | | | 100.00 | | | | | | 115.84 | | | | | | 111.96 | | | | | | 130.07 | | | | | | 188.42 | | | | | | 149.34 | | |

| July 1 – 31, 2021 | | | | | | 76,727 | | | | | | $ | 293.14 | | | | | 76,727 | | | | | | $ | 591,003,972 | |

| August 1 – 31, 2021 | | | | | | 62,574 | | | | | | 316.31 | | | | | | 62,574 | | | | | | 571,211,496 | | |

| September 1 – 30, 2021 | | | | | | 60,788 | | | | | | 310.74 | | | | | | 60,788 | | | | | | 552,321,985 | | |

| Total | | | | | | 200,089 | | | | | | 305.73 | | | | | | 200,089 | | | | | | | | |

| Rockwell Automation* | | | $ | 100.00 | | | | | $ | 148.54 | | | | | $ | 159.26 | | | | | $ | 143.26 | | | | | $ | 195.79 | | | | | $ | 264.96 | |

| S&P 500 Index | | | 100.00 | | | | | | 118.61 | | | | | | 139.85 | | | | | | 145.80 | | | | | | 167.89 | | | | | | 218.26 | | |

| S&P Electrical Components & Equipment | | | 100.00 | | | | | | 120.13 | | | | | | 139.16 | | | | | | 134.49 | | | | | | 156.25 | | | | | | 226.35 | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Current [removed: assets:] [added: assets] | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | [added: 490.7 | | | | | $ |] 662.2 | | | | | $ | 704.6 | |

| Receivables | | | [removed: 1,424.5] [added: 1,736.7] | | | | | | [removed: 1,249.1] [added: 1,424.5] | | |

| Inventories | | | [removed: 798.1] [added: 1,054.2] | | | | | | [removed: 584.0] [added: 798.1] | | |

| Other current assets | | | [removed: 178.6] [added: 329.1] | | | | | | [removed: 148.1] [added: 178.6] | | |

| Total current assets | | | [removed: 3,063.4] [added: 3,610.7] | | | | | | [removed: 2,685.8] [added: 3,063.4] | | |

| Property, net of accumulated depreciation | | | [removed: 581.9] [added: 586.5] | | | | | | [removed: 574.4] [added: 581.9] | | |

| Operating lease right-of-use assets | | | [removed: 377.7] [added: 321.0] | | | | | | [removed: 342.9] [added: 377.7] | | |

| Goodwill | | | [removed: 3,625.9] [added: 3,524.0] | | | | | | [removed: 1,650.3] [added: 3,625.9] | | |

| Other intangible assets, net | | | [removed: 1,021.8] [added: 902.0] | | | | | | [removed: 479.3] [added: 1,021.8] | | |

| Deferred income taxes | | | [removed: 380.9] [added: 384.3] | | | | | | [removed: 415.6] [added: 380.9] | | |

| Long-term investments | | | [removed: 1,363.5] [added: 1,056.0] | | | | | | [removed: 953.5] [added: 1,363.5] | | |

| Other assets | | | [removed: 286.5] [added: 374.2] | | | | | | [removed: 162.9] [added: 286.5] | | |

| Total | | | [added: | | |] $ | [added: 10,758.7 | | | | | $ |] 10,701.6 | | | | | $ | 7,264.7 | |

| Current [removed: liabilities:] [added: liabilities] | | | | | | | | | | | |

| Short-term debt | | | $ | [removed: 509.7] [added: 359.3] | | | | | $ | [removed: 24.6] [added: 509.7] | |

| Accounts payable | | | [removed: 889.8] [added: 1,028.0] | | | | | | [removed: 687.8] [added: 889.8] | | |

| Compensation and benefits | | | [removed: 408.0] [added: 292.7] | | | | | | [removed: 197.0] [added: 408.0] | | |

| Contract liabilities | | | [removed: 462.5] [added: 507.0] | | | | | | [removed: 325.3] [added: 462.5] | | |

| Customer returns, rebates and incentives | | | [removed: 237.8] [added: 373.1] | | | | | | [removed: 199.6] [added: 237.8] | | |

| Other current liabilities | | | [removed: 484.4] [added: 403.0] | | | | | | [removed: 376.5] [added: 477.6] | | |

| Total current liabilities | | | [removed: 2,992.2] [added: 3,572.2] | | | | | | [removed: 1,810.8] [added: 2,992.2] | | |

| Long-term debt | | | [removed: 3,464.6] [added: 2,867.8] | | | | | | [removed: 1,974.7] [added: 3,464.6] | | |

| Retirement benefits | | | [removed: 720.6] [added: 471.2] | | | | | | [removed: 1,284.0] [added: 720.6] | | |

| Operating lease liabilities | | | [removed: 313.6] [added: 263.5] | | | | | | [removed: 274.7] [added: 313.6] | | |

| Other liabilities | | | [removed: 516.5] [added: 567.3] | | | | | | [removed: 573.7] [added: 516.5] | | |

| Shareowners’ [removed: equity:] [added: equity] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 1,933.6] [added: 2,007.1] | | | | | | [removed: 1,830.7] [added: 1,933.6] | | |

| Retained earnings | | | [removed: 8,000.4] [added: 8,411.8] | | | | | | [removed: 7,139.8] [added: 8,000.4] | | |

| Accumulated other comprehensive loss | | | [removed: (1,017.1)] [added: (917.5)] | | | | | | [removed: (1,614.2)] [added: (1,017.1)] | | |

| Common stock in treasury, at cost (shares held: [removed: 2021, 65.4; 2020, 65.2)] [added: 66.2 and 65.4, respectively)] | | | [removed: (6,708.7)] [added: (6,957.2)] | | | | | | [removed: (6,509.9)] [added: (6,708.7)] | | |

| Shareowners’ equity attributable to Rockwell Automation, Inc. | | | [removed: 2,389.6] [added: 2,725.6] | | | | | | [removed: 1,027.8] [added: 2,389.6] | | |

| Noncontrolling interests | | | [removed: 304.5] [added: 291.1] | | | | | | [removed: 319.0] [added: 304.5] | | |

| Total shareowners’ equity | | | [removed: 2,694.1] [added: 3,016.7] | | | | | | [removed: 1,346.8] [added: 2,694.1] | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Products and solutions | | | $ | [removed: 6,285.2] [added: 6,993.4] | | | | | $ | [removed: 5,663.6] [added: 6,285.2] | | | | | $ | [removed: 5,938.5] [added: 5,663.6] | |

| Services | | | [removed: 712.2] [added: 767.0] | | | | | | [removed: 666.2] [added: 712.2] | | | | | | [removed: 756.3] [added: 666.2] | | |

| | | | [removed: 6,997.4] [added: 7,760.4] | | | | | | [removed: 6,329.8] [added: 6,997.4] | | | | | | [removed: 6,694.8] [added: 6,329.8] | | |

| Products and solutions | | | [removed: (3,638.7)] [added: (4,173.4)] | | | | | | [removed: (3,305.9)] [added: (3,638.7)] | | | | | | [removed: (3,313.6)] [added: (3,305.9)] | | |

| | | | 2022 | | | | | | 2021 | | |

| Current portion of long-term debt | | | 609.1 | | | | | | 6.8 | | |

| Total | | | $ | 10,758.7 | | | | | $ | 10,701.6 | |

| Net income | | | $ | 919.1 | | | | | $ | 1,344.3 | | | | | $ | 1,023.2 | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Other investing activities | | | (1.1) | | | | | | (4.6) | | | | | | 4.7 | | |

| Restricted cash, current (Other current assets) | | | 8.6 | | | | | | — | | | | | | — | | |

| Net income (loss) | | | — | | | | | | — | | | | | | 932.2 | | | | | | — | | | | | | — | | | | | | 932.2 | | | | | | (13.1) | | | | | | 919.1 | | |

| Balance at September 30, 2022 | | | $ | 181.4 | | | | | $ | 2,007.1 | | | | | $ | 8,411.8 | | | | | $ | (917.5) | | | | | $ | (6,957.2) | | | | | $ | 2,725.6 | | | | | $ | 291.1 | | | | | $ | 3,016.7 | |

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.

In October 2021, the FASB issued a new standard that requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination.

We retroactively adopted the new standard as of October 1, 2021.

The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

In September 2022, the FASB issued a new standard, which requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented.

We are currently assessing the impact of this standard on our financial statement disclosures.

Revenue in our Software & Control segment also includes revenue from perpetual and subscription software licenses under on-premise and SaaS arrangements.

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.

*Contract Liabilities*

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):

In the twelve months ended September 30, 2022, we recognized revenue of approximately $373.1 million that was included in the Contract liabilities balance at September 30, 2021.

| Balance as of October 1, 2020 | | | | | | $ | 535.1 | | | | | $ | 497.3 | | | | | $ | 617.9 | | | | | $ | 1,650.3 | |

| Acquisition of businesses | | | | | | — | | | | | | — | | | | | | 12.1 | | | | | | 12.1 | | |

| Translation and other | | | | | | (40.1) | | | | | | (48.8) | | | | | | (25.1) | | | | | | (114.0) | | |

| Balance as of September 30, 2022 | | | | | | $ | 503.0 | | | | | $ | 2,398.7 | | | | | $ | 622.3 | | | | | $ | 3,524.0 | |

For our annual evaluation, we performed qualitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services (excluding Sensia) reporting units and a quantitative test for our Sensia reporting unit.

As a result of ongoing supply chain constraints and market volatility, we identified a triggering event in the fourth quarter of fiscal 2022 for our Sensia reporting unit, which required an interim quantitative impairment test.

As a result of that quantitative test, we concluded that the $315.9 million of Goodwill within the Sensia reporting unit was not impaired.

| | | | | | | September 30, 2022 | | | | | | | | | | | | | | |

| Software products | | | | | | $ | 97.6 | | | | | $ | 57.9 | | | | | $ | 39.7 | |

| Customer relationships | | | | | | 582.7 | | | | | | 107.2 | | | | | | 475.5 | | |

| Technology | | | | | | 410.8 | | | | | | 119.3 | | | | | | 291.5 | | |

| Trademarks | | | | | | 70.4 | | | | | | 19.4 | | | | | | 51.0 | | |

| Other | | | | | | 6.4 | | | | | | 5.8 | | | | | | 0.6 | | |

| Total amortized intangible assets | | | | | | 1,167.9 | | | | | | 309.6 | | | | | | 858.3 | | |

| Other intangible assets | | | | | | $ | 1,211.6 | | | | | $ | 309.6 | | | | | $ | 902.0 | |

Fiscal 2022 Acquisitions

In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions.

| | | | | | | | | | | | |

| Net change in available-for-sale investments | | | — | | | | | | — | | | | | | 2.2 | | |

| Continuing operations: | | | | | | | | | | | | | | | | | |

| Proceeds from maturities of investments | | | 0.6 | | | | | | 6.0 | | | | | | 312.8 | | |

| Other investing activities | | | (5.2) | | | | | | (1.3) | | | | | | — | | |

| Balance at September 30, 2018 | | | $ | 181.4 | | | | | $ | 1,681.4 | | | | | $ | 6,198.1 | | | | | $ | (941.9) | | | | | $ | (5,501.5) | | | | | $ | 1,617.5 | | | | | $ | — | | | | | $ | 1,617.5 | |

| Net income | | | — | | | | | | — | | | | | | 695.8 | | | | | | — | | | | | | — | | | | | | 695.8 | | | | | | — | | | | | | 695.8 | | |

| Adoption of accounting standard | | | — | | | | | | — | | | | | | 6.1 | | | | | | — | | | | | | — | | | | | | 6.1 | | | | | | — | | | | | | 6.1 | | |

On October 1, 2018, we adopted the new standard on revenue from contracts with customers using the modified retrospective method applied to contracts that were not completed as of October 1, 2018.

We recorded a net increase to opening retained earnings of $6.1 million as of October 1, 2018, which reflects the cumulative impact of adopting the new standard.

The primary drivers of the impact to retained earnings were changes to the capitalization and deferral of certain contract costs and the timing of revenue, net of costs, for software licenses bundled with services and projects previously accounted for on a completed contract basis.

This impact was partially offset by a deferral of revenue, net of costs, related to the allocation of revenue to hardware and software products and services provided to our customers free of charge as incentives.

We amortize certain customer relationships on an accelerated basis over the period of which we expect the intangible asset to generate future cash flows.

| | | | | | | | | | | | | | | | | | | | | |

Our product revenue also includes revenue from software licenses.

Information for the fiscal year ended September 30, 2020, has been recast to reflect our new operating segments.

*Contract Balances*

We do not have significant contract assets as of September 30, 2021.

Below is a summary of our contract liabilities balance:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of September 30, 2019 | | | $ | 432.3 | | | | | $ | 638.8 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,071.1 | |

| Acquisition of businesses | | | 161.2 | | | | | | 390.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 551.9 | | |

| Translation | | | 15.9 | | | | | | 11.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27.3 | | |

| Balance as of September 30, 2020 | | | 609.4 | | | | | | 1,040.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,650.3 | | |

| Reallocation due to change in segments | | | (609.4) | | | | | | (1,040.9) | | | | | | 535.1 | | | | | | 497.3 | | | | | | 617.9 | | | | | | — | | |

This change also resulted in the identification of new reporting units.

We reassigned our goodwill balances to reflect this new structure using the relative fair value allocation approach required under U.S. GAAP.

Under this approach, the fair values of each of our new reporting units were compared to the total fair value of their prior respective reporting units immediately prior to the reorganization to arrive at the reassigned goodwill balances.

We determined the reporting unit fair values using the same approach for quantitative goodwill impairment tests described in Note 1, and these values are considered level 3 measurements under the U.S. GAAP fair value hierarchy.

We also tested goodwill at the affected reporting units for impairment prior to and subsequent to the reassignment of goodwill and concluded that goodwill was not impaired.

We also assessed the changes in events and circumstances subsequent to our annual test and concluded that a triggering event which would require interim quantitative testing has not occurred.

| | | | | | | September 30, 2020 | | | | | | | | | | | | | | |

| Software products | | | | | | $ | 192.7 | | | | | $ | 139.0 | | | | | $ | 53.7 | |

| Customer relationships | | | | | | 351.3 | | | | | | 92.5 | | | | | | 258.8 | | |

| Technology | | | | | | 165.8 | | | | | | 84.0 | | | | | | 81.8 | | |

| Trademarks | | | | | | 71.7 | | | | | | 31.3 | | | | | | 40.4 | | |

| Other | | | | | | 14.4 | | | | | | 13.5 | | | | | | 0.9 | | |

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness, as of September 30, [removed: 2021,] [added: 2022,] of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, [removed: 2021.][added: 2022.]

Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of September 30, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting, as of September 30, [removed: 2021,] [added: 2022,] has been audited by Deloitte & Touche LLP, as stated in their report that is included on the previous page.

On August 31, 2021, we acquired Plex (see Note 4 in the Consolidated Financial Statements for additional information).

Due to the timing of the acquisition and as permitted by the Securities and Exchange Commission, we have excluded internal controls at Plex from our assessment of the internal control over financial reporting as of September 30, 2021.

Total assets and revenues of Plex that were excluded from our assessment constitute 19.0 percent and 0.1 percent, respectively, of our Consolidated Financial Statement amounts as of and for the year ended September 30, 2021.

We are in the process of integrating the acquired business into our existing operations and evaluating the internal controls over financial reporting of the acquired business.

In the fourth quarter of fiscal 2021, we acquired Plex as described above.

We are in the process of integrating controls, policies, and procedures relating to this transaction and will continue to evaluate the impact of any related changes to our internal control over financial reporting.

PART III

Not applicable.

PART III

We have adopted a code of ethics that applies to our executive officers, including the principal executive officer, principal financial [removed: officer] [added: officer,] and principal accounting officer.

In the event that we amend or grant any waiver from a provision of the code of ethics that applies to the principal executive officer, principal financial [removed: officer] [added: officer,] or principal accounting [removed: officer] [added: officer,] and that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefor on our Internet site.

The following table provides information, as of September 30, [removed: 2021,] [added: 2022,] about our common stock that may be issued upon the exercise of options, warrants, and rights granted to employees, consultants, or directors under all of our existing equity compensation plans.

| | | | | | | Number of Securities to be issued upon Exercise of Outstanding Options, [removed: Warrants] [added: Warrants,] and Rights | | | | | | Weighted Average Exercise Price of Outstanding Options, [removed: Warrants] [added: Warrants,] and Rights | | | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a)) | | | | | |

[removed: (1)Represents] [added: (1) Represents] outstanding options, shares issuable in payment of outstanding performance shares (at maximum payout), and restricted stock units under our 2020 Long-Term Incentives Plan, 2012 Long-Term Incentives Plan, 2008 Long-Term Incentives Plan, and 2003 Directors Stock Plan.

[removed: (2)Represents] [added: (2) Represents] the weighted average exercise price of outstanding options and does not take into account the performance shares and restricted stock units.

[removed: (3)Represents] [added: (3) Represents] shares available for future issuance under our 2020 Long-Term Incentives Plan.

| Equity compensation plans approved by shareowners | | | | | | 2,862,970 | | | (1) | | | $ | 186.72 | | (2) | | | 10,106,671 | | | (3) | | |

| Total | | | | | | 2,862,970 | | | | | | $ | 186.72 | | | | | 10,106,671 | | | | | |

| Equity compensation plans approved by shareowners | | | | | | 3,025,987 | | | (1) | | | $ | 173.07 | | (2) | | | 11,438,006 | | | (3) | | |

| Total | | | | | | 3,025,987 | | | | | | $ | 173.07 | | | | | 11,438,006 | | | | | |

(a) Financial Statements, Financial Statement [removed: Schedule] [added: Schedule,] and Exhibits

| Consolidated Balance Sheet, September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [42](#iabcf598203fb40148eb7949185a42c73_79)] [added: [42](#i51f1153e283e4fdf9fbe99070fb17e82_76)] | | |

| Consolidated Statement of Operations, years ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [43](#iabcf598203fb40148eb7949185a42c73_85)] [added: [43](#i51f1153e283e4fdf9fbe99070fb17e82_79)] | | |

| Consolidated Statement of Comprehensive Income, years ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [44](#iabcf598203fb40148eb7949185a42c73_88)] [added: [44](#i51f1153e283e4fdf9fbe99070fb17e82_82)] | | |

| Consolidated Statement of Cash Flows, years ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [45](#iabcf598203fb40148eb7949185a42c73_94)] [added: [45](#i51f1153e283e4fdf9fbe99070fb17e82_85)] | | |

| Consolidated Statement of Shareowners’ Equity, years ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [46](#iabcf598203fb40148eb7949185a42c73_97)] [added: [46](#i51f1153e283e4fdf9fbe99070fb17e82_88)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [47](#iabcf598203fb40148eb7949185a42c73_100)] [added: [47](#i51f1153e283e4fdf9fbe99070fb17e82_91)] | | |

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID No. 34)] | | | [removed: [90](#iabcf598203fb40148eb7949185a42c73_187)] [added: [91](#i51f1153e283e4fdf9fbe99070fb17e82_157)] | | |

(2)Financial Statement Schedule for the years ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019][added: 2020]

| Schedule II—Valuation and Qualifying Accounts | | | [removed: [S-1](#iabcf598203fb40148eb7949185a42c73_229)] [added: [101](#i51f1153e283e4fdf9fbe99070fb17e82_199)] | | |

| [4-a-5](http://www.sec.gov/Archives/edgar/data/1024478/000119312515050697/d874178dex41.htm) | | | | | | [Form of certificate for the Company’s [removed: 2.05](http://www.sec.gov/Archives/edgar/data/1024478/000119312515050697/d874178dex41.htm)[%] [added: 2.05%] Notes due March 1, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 17, 2015, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312515050697/d874178dex41.htm) | | |

| [4-a-7](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex41.htm) | | | | | | [Form of certificate for the Company’s [removed: 3.5](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex41.htm)[0%] [added: 3.50%] Notes due March 1, 2029, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 1, 2019, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex41.htm) | | |

| [4-a-8](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex42.htm) | | | | | | [Form of certificate for the Company’s [removed: 4.2](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex42.htm)[0%] [added: 4.20%] Notes due March 1, 2049, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 1, 2019, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312519060203/d647306dex42.htm) | | |

| [4-a-10](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex41.htm) | | | | | | [Form of certificate for the Company’s [removed: 0.35](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex41.htm)[%] [added: 0.35%] Notes due August [removed: 15,](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex41.htm) [](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex41.htm)[2023,] [added: 15, 2023,] filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex41.htm) | | |

| [4-a-11](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex42.htm) | | | | | | [Form of certificate for the Company’s [removed: 1.75](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex42.htm)[%] [added: 1.75%] Notes due August [removed: 15,](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex42.htm) [](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex42.htm)[2031,] [added: 15, 2031,] filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex42.htm) | | |

| [4-a-12](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex43.htm) | | | | | | [Form of certificate for the Company’s [removed: 2.80](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex43.htm)[%] [added: 2.80%] Notes due August [removed: 15,](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex43.htm) [](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex43.htm)[2061,] [added: 15, 2061,] filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000119312521249221/d117587dex43.htm) | | |

| [*10-a-7](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm) | | | | | | [Summary of Non-Employee Director Compensation and Benefits as of October 1, [removed: 202](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)[1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)[.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)] | | |

| [removed: [*10-e-1](http://www.sec.gov/Archives/edgar/data/1024478/000119312519259244/d812430dex991.htm)] [added: [*10-e-1](https://www.sec.gov/Archives/edgar/data/1024478/000119312522266269/d272130dex991.htm)] | | | | | | [Change of Control Agreement dated as of September 30, [removed: 2019] [added: 2022] between the Company and Blake D. Moret, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October [removed: 1, 2019,] [added: 21, 2022,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312519259244/d812430dex991.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000119312522266269/d272130dex991.htm)] | | |

| [removed: [*10-e-2](http://www.sec.gov/Archives/edgar/data/1024478/000119312519259244/d812430dex992.htm)] [added: [*10-e-2](https://www.sec.gov/Archives/edgar/data/1024478/000119312522266269/d272130dex992.htm)] | | | | | | [Form of Change of Control Agreement between the Company and each [removed: of](http://www.sec.gov/Archives/edgar/data/1024478/000119312519259244/d812430dex992.htm) [Frank] [added: of Nicholas] C. [added: Gangestad, Scott A. Genereux, Rebecca W. House, Frank] Kulaszewicz, and [removed: Sujeet Chand and] certain other officers filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated October [removed: 1, 2019,] [added: 21, 2022,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312519259244/d812430dex992.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000119312522266269/d272130dex992.htm)] | | |

| [*10-e-5](http://www.sec.gov/Archives/edgar/data/1024478/000102447817000015/q2fy17rokex10.htm) | | | | | | [Letter Agreement dated February 7, 2017 between Registrant and Patrick P. Goris, filed as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447817000015/q2fy17rokex10.htm)[](http://www.sec.gov/Archives/edgar/data/1024478/000102447817000015/q2fy17rokex10.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447817000015/q2fy17rokex10.htm)] | | |

| [removed: [10-j-1](http://www.sec.gov/Archives/edgar/data/1024478/000119312518327212/d653329dex99.htm)] [added: [10-j-1](https://www.sec.gov/Archives/edgar/data/1024478/000119312522187275/d368812dex99.htm)] | | | | | | [removed: [$1,250,000,000] [added: [$1,500,000,000] Five-Year Credit Agreement dated as of [removed: November 13, 2018] [added: June 29, 2022,] among the Company, the Banks listed on the signature pages [removed: thereof,] [added: thereof and] Bank of America, N.A., as Administrative Agent, filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated [removed: November 15, 2018,] [added: July 1, 2022,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312518327212/d653329dex99.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000119312522187275/d368812dex99.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] | | | | | | [List of Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex21.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] | | | | | | [Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex24.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] | | | | | | [Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] | | | | | | [Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] | | | | | | [Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] | | | | | | [Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] | | |

| [10-j-2](https://www.sec.gov/Archives/edgar/data/1024478/000119312520112638/d915836dex99.htm) | | | | | | [$400,000,000 364-Day Term Loan Agreement dated as of April 20, 2020, among the Company, the Banks listed on the signature pages thereof, U.S. Bank National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, and BMO Harris Bank N.A. and TD Bank, N.A., as Documentation Agents, filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated April 21, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/1024478/000119312520112638/d915836dex99.htm) | | |

Dated: November [removed: 9, 2021][added: 8, 2022]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the [removed: 9th] [added: 8th] day of November [removed: 2021] [added: 2022] by the following persons on behalf of the registrant and in the capacities indicated.

For the Years Ended September 30, [added: 2022,] 2021, [removed: 2020] and [removed: 2019][added: 2020]

| [removed: (in millions)] | | | | | | Balance at Beginning of Year | | | | | | Charged to Costs and Expenses | | | | | | Charged to Other Accounts | | | | | | [removed: Deductions(b)] [added: Deductions (2)] | | | | | | Balance at End of Year | | |

| Allowance for doubtful [removed: accounts(a)] [added: accounts (1)] | | | | | | $ | 15.2 | | | | | $ | 3.1 | | | | | $ | 0.4 | | | | | $ | 5.5 | | | | | $ | 13.2 | |

| Allowance for doubtful [removed: accounts(a)] [added: accounts (1)] | | | | | | $ | 17.4 | | | | | $ | 7.0 | | | | | $ | 1.1 | | | | | $ | 10.3 | | | | | $ | 15.2 | |

| Year ended September 30, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Valuation allowance for deferred tax assets | | | | | | [removed: 27.0] [added: 32.6] | | | | | | [removed: 69.3] [added: 3.4] | | | | | | [removed: —] [added: 1.1] | | | | | | [removed: 2.5] [added: 14.0] | | | | | | [removed: 93.8] [added: 23.1] | | |

[removed: | (a) | | |] [added: (1)] Includes allowances for current and other long-term receivables. [removed: | | |]

[removed: | (b) | | |] [added: (2)] Consists of amounts written off for the allowance for doubtful accounts and adjustments resulting from our ability to utilize foreign tax credits, capital losses, or net operating loss carryforwards for which a valuation allowance had previously been recorded. [removed: | | |]

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] | | | [List of Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex21.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] | | | [Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex24.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] | | | [Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] | | | [Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] | | | [Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] | | | [Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] | | |

| | | | Robert Soderbery* | | |

(in millions)

| Allowance for doubtful accounts (1) | | | | | | $ | 13.2 | | | | | $ | 4.7 | | | | | $ | — | | | | | $ | 4.8 | | | | | $ | 13.1 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Lawrence D. Kingsley* | | |

| Allowance for doubtful accounts(a) | | | | | | $ | 17.1 | | | | | $ | 6.1 | | | | | $ | — | | | | | $ | 5.8 | | | | | $ | 17.4 | |

| [10-a-7](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm) | | | [Summary of Non-Employee Director Compensation and Benefits as of October 1, 202](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)[1](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm)[.](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ax7.htm) | | |

| [10-e-6](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ex6.htm) | | | [Letter Agreement dated March 1, 2021, between Registrant and Nicholas C. Gangestad](https://www.sec.gov/Archives/edgar/data/1024478/000102447821000083/rok10k2021ex10-ex6.htm). | | |

| | | | | | | Management contract or compensatory plan or arrangement. | | |