Rockwell Automation (ROK) 10-K risk factor changes: FY2023 vs FY2022
The 2023-09-30 10-K against the 2022-09-30 one, compared heading by heading and sentence by sentence.
Item 1A19 rewritten4 added24 removed140 unchanged
All filing items934 rewritten310 added455 removed1,954 unchanged
Summary
counted, not written
- Item 1A lists 17 risk factor headings: 0 new, 3 reworded and 14 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 310 added, 455 removed, 934 rewritten and 1,954 unchanged across 15 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2022.
Removed Item 1A headings (1)
- We own common stock in PTC Inc. and are exposed to the volatility, liquidity, and other risks inherent in holding that stock.
Reworded Item 1A headings (3)
- We face the potential harms of natural disasters, including those as a result of climate change, pandemics,
[removed: including the COVID-19 pandemic,]acts of war,[removed: including the Russia and Ukraine conflict,]terrorism, international conflicts, or other disruptions to our operations, the duration and severity of which are highly uncertain and difficult to predict. - Our business success depends on attracting, developing, and retaining highly qualified
[removed: personnel.][added: employees.] - Failures or security breaches of our products, connected services, manufacturing environment, supply chain, or information [added: and operational] technology systems could have an adverse effect on our business.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
19 rewritten, 4 added, 24 removed, 140 unchanged
The Audit Committee of the Board of Directors also reviews significant financial risk [removed: exposures] [added: exposures,] and the steps management has taken to monitor and manage them.
A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S. [added: Economic, political, regulatory, and compliance risks, particularly in emerging markets, can restrict our ability to exchange, transact, or pay dividends with foreign currencies we hold.]
We face the potential harms of natural disasters, including those as a result of climate change, pandemics, [removed: including the COVID-19 pandemic,] acts of war, [removed: including the Russia and Ukraine conflict,] terrorism, international 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), [removed: pandemics (including the COVID-19 pandemic),] [added: pandemics,] acts or threats of war [removed: (including the Russia and Ukraine conflict)] or terrorism, international conflicts, power outages, fires, explosions, equipment failures, sabotage, political 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.
We also maintain several single-source supplier relationships because either alternative sources are not [removed: available] [added: available,] or the relationship is advantageous due to performance, quality, support, delivery, capacity, or price considerations.
Our business success depends on attracting, developing, and retaining highly qualified [removed: personnel.][added: employees.]
Our success depends on the efforts and abilities of our [removed: management] [added: leadership] team and [removed: employees.][added: employees across the Company.]
The market for employees and leaders with certain skills and experiences is very competitive, and difficulty attracting, developing, and retaining members of our [removed: management] [added: leadership] team and key employees could have a negative effect on our business, operating results, and financial condition.
Less than half of our total sales in [removed: 2022] [added: 2023] were to customers outside the U.S. The future success of our business depends on growth in our sales in all global markets.
Failures or security breaches of our products, connected services, manufacturing environment, supply chain, or information [added: and operational] technology systems could have an adverse effect on our business.
Our systems could be compromised by malware (including ransomware), [removed: cyber attacks,] [added: cyber-attacks,] and other events, ranging from widespread, non-targeted, global cyber threats to targeted advanced persistent threats.
Past global [removed: cyber attacks] [added: cyber-attacks] have also been perpetuated by compromising software updates in [removed: widely-used] [added: widely used] software products, increasing the risk that vulnerabilities or malicious content could be inserted into our products.
To a significant extent, the security of our customers’ systems depends on how those systems are designed, installed, protected, configured, [removed: updated] [added: updated,] and monitored, and much of this is typically outside our control.
The current cyber threat environment indicates increased risk for all companies, including those in industrial automation and [removed: information.][added: information technology.]
Any significant security incidents could have an adverse impact on sales, harm our [removed: reputation] [added: reputation,] and cause us to incur legal liability and increased costs to address such events and related security concerns.
Our success depends in part on our ability to anticipate and offer hardware and software products [added: and services] that appeal to the changing needs and preferences of our customers in the various markets we serve.
Developing new hardware and software products [added: and service offerings] requires high levels of innovation, and the development process is often lengthy and costly.
We may not be able to [removed: identify] [added: identify,] or complete beneficial transaction opportunities given the intense competition for them.
In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an [removed: agreement] [added: agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two,] 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%.
As our product lead times are stabilizing, orders may decline as our distributor partners and customers work to lower their working capital by reducing inventory levels.
In addition, cyber security threats may pose a significant risk to our third-party partners and could have a material adverse impact on their businesses, operations, products, and services that we use in our day-to-day operations.
The growing focus on environmental, social, and governance (ESG) factors by investors and other stakeholders and evolving compliance requirements by regulators may impact our business.
Failure to comply with ESG reporting requirements, including inaccurate or incomplete disclosures, may lead to regulatory penalties, litigation, and reputational damage.
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.
The COVID-19 pandemic continues to cause disruption to the global economy, including in all of the regions in which we, our suppliers, distributors, business partners, and customers do business and in which our workforce is located.
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.
However, the COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, an adverse effect on the economy and our business in many ways.
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.
The unprecedented and continuously evolving nature of the COVID-19 pandemic make the duration and severity of its impacts difficult to predict, which could limit our ability to respond to those impacts.
Additionally, the impacts described above and other impacts of the COVID-19 pandemic and responses to it could substantially increase the risk to us from the other risks described in this Item 1A.
Risk Factors.
We own common stock in PTC Inc. and are exposed to the volatility, liquidity, and other risks inherent in holding that stock.
We own common stock of PTC Inc. (PTC), a Nasdaq-listed company.
We present this investment on our Consolidated Balance Sheet at its fair value at the end of each reporting period.
The fair value of our shares of PTC common stock (PTC Shares) is subject to fluctuation in the future due to the volatility of the stock market, changes in general economic conditions, and the performance of PTC.
We recognize all changes in the fair value of the PTC Shares (whether realized or unrealized) as gains or losses in our Consolidated Statement of Operations.
Accordingly, changes in the fair value of the PTC Shares can materially impact the earnings we report, which introduces volatility in our earnings that is not associated with the results of our business operations.
In particular, significant declines in the fair value of the PTC Shares would produce significant declines in our reported earnings.
While there is an established trading market for shares of PTC common stock, there are limitations on our ability to dispose of some or all of the PTC Shares should we wish to reduce our investment.
Until September 2023, we are subject to contractual restrictions on our ability to transfer the PTC Shares, subject to certain exceptions.
In addition, we are subject to certain restrictions on our ability to transfer the PTC Shares under the securities laws.
If we were forced to sell some or all of the PTC Shares in the market, there can be no assurance that we would be able to sell them at prices equivalent to the value of the PTC Shares that we have reported on our Consolidated Balance Sheet, and we may be forced to sell them at significantly lower prices.
Finally, our equity position in PTC is a minority position, which exposes us to further risk as we are not able to exert control over PTC.
In addition, increased public awareness and concern regarding climate change may result in more requirements or expectations that could mandate more restrictive or expansive standards, such as more prescriptive reporting of environmental, social, and governance metrics.
There continues to be a lack of consistent climate change legislation and standards, which creates uncertainty.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
209 rewritten, 120 added, 229 removed, 339 unchanged
The following discussion includes organic sales, total segment operating earnings and margin, [removed: Adjusted Income, Adjusted] [added: adjusted income, adjusted] EPS, [removed: Adjusted Effective Tax Rate] [added: adjusted effective tax rate,] and free cash flow, which are non-GAAP measures.
See Financial Condition for a reconciliation of [removed: cash flows from] [added: Cash provided by] operating activities to free cash flow and a discussion of why we believe this non-GAAP measure is useful to investors.
Rockwell Automation, Inc. is [removed: a global leader in] [added: the world’s largest company dedicated to] industrial automation and digital transformation.
- investments in manufacturing, including [added: new facilities or production lines,] upgrades, modifications and expansions of existing facilities or production [removed: lines, and new facilities or production] lines;
- our customers’ needs for faster time to market, [added: agility to address evolving consumer preferences,] operational productivity, asset management and reliability, and [added: business resilience, including security and] enterprise risk management;
[removed: - drive double digit growth in annual recurring revenue (ARR);][added: Annual Recurring Revenue (ARR)]
We are the only automation provider that can support [added: many production disciplines, including] discrete, process, batch, safety, [added: security,] motion, [added: robotics,] and power [removed: control on the same] [added: control, in a single] hardware [removed: platform with the same] [added: and] software [removed: programming environment.][added: environment, helping customers increase the speed of deployment and reduce their total cost of ownership.]
Domain expertise refers to the industry and application knowledge required to deliver solutions and services that support customers through the entire [removed: life cycle] [added: lifecycle] of their automation investment.
The combination of industry-specific domain expertise of our people with our innovative technologies enables us to help our customers [removed: solve] [added: automate and transform] their manufacturing [added: processes] and [added: solve their] business challenges.
The emerging markets of Asia [removed: Pacific, including China and India, Latin America, Central] [added: Pacific] and [removed: Eastern Europe] [added: Europe, Middle East,] and Africa [added: (EMEA)] are projected to be the fastest growing over [removed: the long term,] [added: our long-term planning horizon,] due to higher levels of infrastructure investment and the growing middle-class population.
[removed: *Enhanced Market Access*][added: *Market Access and Expansion*]
Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to over [removed: $100] [added: $120] billion.
Our scalable [removed: integrated architecture and intelligent motor control offerings, along with] [added: technology, leading] design productivity [removed: tools] [added: tools,] and [added: recent acquisitions in] our [removed: motion] [added: Intelligent Devices] and [removed: safety products, can assist] [added: Software & Control businesses support] OEMs in addressing these business needs.
We have developed a powerful [removed: network of channel partners, technology partners and commercial partners] [added: partner ecosystem] that [removed: act] [added: acts] as [removed: amplifiers] [added: an amplifier] to our internal capabilities and [removed: enable] [added: enables] us to serve our customers’ [added: evolving] needs around the world.
In addition, we make venture investments that enable access to [removed: complementary] [added: leading-edge] and [removed: leading edge] [added: complementary] technologies aligned with our strategic priorities, [removed: accelerating] [added: accelerate] internal development efforts, [removed: reducing] [added: reduce] time to market, and [removed: as a hedge against] [added: provide insights into] disruptive technologies.
We believe these acquisitions and [added: venture] investments will help [removed: us expand] our served market and deliver value to our customers.
*Attracting, Developing, and Retaining Highly Qualified [removed: Talent*][added: Employees*]
Our 11 board members include [removed: three] [added: four] female and two African American directors.
There are several ways in which we attract, develop, and retain highly qualified [removed: talent,] [added: employees,] including:
In fiscal [removed: 2022,] [added: 2023,] we achieved [removed: 0.38] [added: 0.27] recordable cases per 100 employees.
The latest survey, conducted in [removed: March 2022,] [added: February 2023,] showed an EEI of 76, which was [removed: equal to a global] [added: eight points higher than the industry] norm [added: of 68] for this index.
Our global inclusion index score was [removed: 77, two] [added: 81, six] points higher than the [removed: global benchmark] [added: industry norm] of 75.
We take pride in our culture and in fiscal 2021 created an opportunity for our employees to participate in team-based culture [removed: workshops.][added: workshops that have evolved into a standard during new employee onboarding.]
In fiscal [removed: 2022,] [added: 2023,] the majority of our employees completed one or more of our training programs representing over [removed: 500,000] [added: 650,000] learning hours.
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 [removed: talent] [added: employees] and facilitating innovation, engagement, and productivity.
We generally experienced [removed: higher] [added: lower] attrition rates in fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021.][added: 2022.]
We believe the [removed: increase] [added: decrease] is consistent with market trends experienced broadly across labor markets in fiscal [removed: 2022.][added: 2023.]
Risk Factors for a discussion of risks relating to our inability to attract, develop, and retain highly qualified [removed: talent.][added: employees.]
At September 30, [removed: 2022,] [added: 2023,] our employees, including those employed by consolidated subsidiaries, by region were approximately:
| Asia Pacific | | | [removed: 6,000] [added: 7,500] | | |
| Latin America | | | [removed: 4,500] [added: 6,000] | | |
| Total employees | | | [removed: 26,000] [added: 29,000] | | |
| | | | [removed: September 30, 2022] | | | [removed: | | |] [added: Year Ended September 30, 2023] | | | | | | [added: Year Ended September 30, 2022] | | | | | | [added: Year Ended September 30, 2022] | | |
| | | | Women | | | Men | | | [added: Undisclosed] | | | | | | | | | | | | | | | [added: | | |]
| People Managers | | | [removed: 26% | | | 74%] [added: 6%] | | | [added: 8%] | | | [added: 6%] | | | [added: 76%] | | | [added: 1%] | | | [added: 3%] | | |
| | | | [removed: September] [added: Year Ended September] 30, [added: 2023 | | | | | | | | | | | | | | | | | | | | | | | | Year Ended September 30,] 2022 | | | | | | | | | | | | | | | | | | [added: | | |]
| All U.S. Employees | | | [removed: 7%] [added: 8%] | | | [removed: 9%] [added: 11%] | | | 5% | | | [removed: 73%] [added: 70%] | | | 2% | | | 4% | | |
| People Managers | | | [removed: 6%] [added: 27%] | | | [removed: 7%] [added: 73%] | | | [removed: 5%] [added: —%] | | | [removed: 78%] | | | [removed: 1%] | | | [removed: 3%] | | | [added: | | | | | |]
| Technical Talent | | | 6% | | | [removed: 12%] [added: 13%] | | | [removed: 6%] [added: 5%] | | | 72% | | | 2% | | | 2% | | |
In [removed: 2022,] [added: 2023,] sales in the U.S. accounted for over half of our total sales.
Our strategy is to expand human possibility.
Our vision is to create the future of industrial operations.
As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life.
We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise.
As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win.
We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.
Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations.
We see converging megatrends including digitization and artificial intelligence, energy transition and sustainability, shifting demographics, and an increased need for resiliency.
Our long-term profitable growth framework outlines how we will deliver accelerated growth while we continue to transform our company to meet stakeholder expectations over the longer term:
- achieve faster secular growth in traditional markets due to customer needs for resiliency (including cybersecurity), agility, sustainability, and mitigating impacts of labor shortages;
- grow share and create new ways to win through technology differentiation, industry focus, go to market acceleration, expanded offerings and new markets;
- accelerate growth in annual recurring revenue;
- add 1% growth from acquisitions annually; and
- deliver profitable growth within a disciplined financial framework.
*Sustainability*
Our 2022 Sustainability Report highlights our sustainability strategy and outcomes.
Our sustainability priorities are focused on three outcomes:
- Sustainable Customers - enable our customers to achieve their own sustainability goals, making a positive impact on the world;
- Sustainable Company - create innovative, sustainable products and solutions and foster a culture that empowers employees to operate safely, sustainably, and responsibly; and
- Sustainable Communities - support the communities in which we live and work, having an impact that extends beyond our own organization.
We will meet our customers where they are on their sustainability journey.
Whether they are just starting or leading the way, we help them translate insights into impacts across energy, water, and waste.
Our technologies provide data transparency across value chains and enable our partners to scale innovative and often industry-first sustainable solutions.
- Energy - contemporary industrial energy management software solutions that put energy data in context to production data, to reduce energy use across the value chain.
- Water - smart water solutions leverage modern software and analytics to improve operations visibility, system reliability, and worker productivity while supporting security needs and meeting regulatory obligations.
- Waste - enabling the circular economy for managing automation assets.
Focus on developing solutions to automate industry-specific processes.
We have an industry leading portfolio of hardware, software, and services to give customers the flexibility to choose on-premises, edge, and cloud-native solutions.
Our open architecture and strong partner ecosystem allow customers to work with best-in-class partners across the technology stack and leverage existing infrastructure with new solutions.
Complementing our strong technology differentiation is our own domain expertise.
Our digital services business has a deep understanding of customers’ biggest digital transformation challenges and opportunities for further productivity and growth.
With our focus on innovation and growth, we expect to continue to expand our addressed market over our long-term planning horizon.
In most counties, our direct sales force works with Original Equipment Manufacturers (OEMs), system integrators, technology partners, and end users in conjunction with independent distributors.
Approximately 70 percent of our global sales are transacted through independent distributors.
Sales to our two largest distributors in 2023, 2022, and 2021, which are attributable to all three segments, were approximately 20 percent of our total sales.
OEMs represent an important growth opportunity.
Our key priorities for inorganic investments include:
- market expansion in Europe and Asia; and
- application-specific differentiated technology in focus industries.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable.
Our strategy is to bring The Connected Enterprise to life by integrating control and information across the enterprise.
We deliver customer outcomes by combining advanced industrial automation with the latest information technology.
Our growth and performance strategy seeks to:
- achieve organic sales growth in excess of the automation market by expanding our served market and strengthening our competitive differentiation;
- grow market share of our core platforms;
- drive double digit growth in information solutions and connected services;
- acquire companies that serve as catalysts to organic growth by increasing our information solutions and high-value services offerings and capabilities, expanding our global presence, or enhancing our process expertise;
- enhance our market access by building our channel capability and partner network;
- deploy human and financial resources to strengthen our technology leadership and our intellectual capital business model;
- continuously improve quality and customer experience; and
- drive annual cost productivity.
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 percent, and free cash flow equal to about 100 percent of Adjusted Income.
We expect acquisitions to add a percentage point or more per year to long-term sales growth.
Our customers face the challenge of remaining globally cost competitive and automation can help them achieve their productivity and sustainability objectives.
Our value proposition is to help our customers reduce time to market, lower total cost of ownership, improve asset utilization and manage enterprise risks.
Our integrated architecture is scalable with standard open communications protocols making it easier for customers to implement it more cost effectively.
Our information software portfolio, combined with the software made available as a result of our strategic alliance with PTC, is the most comprehensive and flexible information platform in the industry.
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 quality, and increased throughput yield.
Intelligent motor control is one of our core competencies and an important aspect of an automation system.
These hardware and software products and solutions enhance the availability, efficiency and safe operation of our customers’ critical and most energy-intensive plant assets.
Our intelligent motor control offering can be integrated seamlessly with the Logix architecture.
*Global Expansion*
As the manufacturing world continues to expand, we must be able to meet our customers’ needs around the world.
Approximately 66 percent of our employees and less than half of our total sales are outside the U.S. We continue to expand our footprint in emerging markets.
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, solutions, and services that we provide to our customers in these regions.
We have made significant investments to globalize our manufacturing, product development and customer-facing resources in order to be closer to our customers throughout the world.
Our process initiative has been the most important contributor to this expansion and remains our largest growth opportunity.
Original Equipment Manufacturers (OEMs) represent another area of addressed market expansion and an important growth opportunity.
*Broad Range of Industries Served*
We apply our knowledge of manufacturing applications to help customers solve their business challenges.
We serve customers in a wide range of industries, which we group into three broad categories: discrete, hybrid, and process.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Discrete | | | | | | Hybrid | | | | | | Process | | |
| Automotive | | | | | | Food & Beverage | | | | | | Oil & Gas | | |
| Semiconductor | | | | | | Life Sciences | | | | | | Mining | | |
| Warehousing & E-commerce | | | | | | Household & Personal Care | | | | | | Metals | | |
| General Industries | | | | | | Tire | | | | | | Chemicals | | |
| Printing & Publishing | | | | | | Eco Industrial | | | | | | Pulp & Paper | | |
An excerpt. Shown here: 40 of 209 rewritten, 40 of 120 added and 40 of 229 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
8 rewritten, 2 added, 1 removed, 26 unchanged
The fair value of our foreign currency forward exchange contracts is an asset of [removed: $120.1] [added: $49.2] million and a liability of [removed: $32.2] [added: $11.5] million at September 30, [removed: 2022.][added: 2023.]
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: $35.1] [added: $73.9] 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, liabilities, or firm commitments through earnings or recognized in [removed: other] [added: Other] comprehensive [removed: loss] [added: income (loss)] until the hedged item is recognized in earnings.
There was no impact on earnings due to ineffective hedges in [added: 2023,] 2022, [removed: 2021,] or [removed: 2020.][added: 2021.]
[removed: Our] [added: Also included in] Short-term debt as of September 30, 2022 [removed: and 2021, includes] [added: was] commercial paper borrowings of $317.0 million [removed: and $484.0 million, respectively,] with [added: a] weighted average interest [removed: rates] [added: rate] of 3.03 percent and [removed: 0.18 percent, respectively, and] [added: a] weighted average maturity [removed: periods] [added: period] of 22 [removed: days and 90 days, respectively.][added: days.]
[removed: Also included in] [added: Our] Short-term debt as of September 30, [removed: 2022] [added: 2023] and [removed: 2021, is $42.3] [added: 2022, includes $23.5] million and [removed: $23.5] [added: $42.3] million, respectively, of interest-bearing loans from SLB to Sensia, due [removed: in] December [removed: 2022.][added: 29, 2023.]
We had outstanding fixed rate long-term and current portion of long-term debt obligations with a carrying value of [removed: $3,476.9] [added: $2,871.5] million at September 30, [removed: 2022,] [added: 2023,] and [removed: $3,471.4] [added: $3,476.9] million at September 30, [removed: 2021.][added: 2022.]
The fair value of this debt was approximately [removed: $3,074.5] [added: $2,456.0] million at September 30, [removed: 2022,] [added: 2023,] and [removed: $3,881.6] [added: $3,074.5] million at September 30, [removed: 2021.][added: 2022.]
In December 2022, Sensia entered into an unsecured $75.0 million line of credit.
As of September 30, 2023, included in Short-term debt was $70.0 million borrowed against the line of credit with an interest rate of 6.29 percent.
We sometimes use interest rate swap contracts to manage the balance of fixed and floating rate debt.
Item 1. Business
11 rewritten, 4 added, 5 removed, 57 unchanged
Rockwell Automation, Inc. [removed: (“Rockwell Automation”] [added: (Rockwell Automation] or the [removed: “Company”)] [added: Company)] is [removed: a global leader in] [added: the world’s largest company dedicated to] industrial automation and digital transformation.
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: 7, 2023] [added: 6, 2024] (the Proxy Statement), or to information under specific captions in Item 7.
[removed: Starting in fiscal 2021, we] [added: We] have three operating segments: Intelligent Devices, Software & Control, and Lifecycle Services.
The Intelligent Devices segment includes drives, motion, [added: advanced material handling,] safety, sensing, industrial components, and configured-to-order products.
The Software & Control segment includes control and visualization software and hardware, [added: digital twin, simulation and] information software, and network and security infrastructure.
The Lifecycle Services segment includes [added: digital] consulting, professional services [removed: and] [added: including engineered-to-order] solutions, [removed: connected services,] [added: recurring services including cybersecurity, safety, remote monitoring,] and [removed: maintenance services, as well as] [added: asset management, and] the Sensia joint venture.
Major markets served by all segments consist of discrete end markets (e.g., [removed: Automotive,] [added: Automotive including Electric Vehicle and Battery,] Semiconductor, and [removed: Warehousing] [added: e-Commerce] & [removed: Logistics),] [added: Warehouse Automation),] hybrid end markets (e.g., Food & [removed: Beverage and] [added: Beverage,] Life [removed: Sciences),] [added: Sciences,] and [added: Tire), and] process end markets (e.g., Oil & Gas, [removed: Metals,] [added: Mining,] and Chemicals).
The largest sales outside the United States on a country of destination basis are in China, Canada, Italy, Mexico, [removed: Germany, and] the United [removed: Kingdom.][added: Kingdom, and Germany.]
Factors that influence our competitive position include the breadth [added: and performance] of our [removed: product portfolio] [added: product, solution] and [removed: scope of solutions,] [added: services portfolio,] technology differentiation, [removed: domain] [added: industry and application] expertise, installed base, [removed: distribution network, quality of hardware and software products, solutions, and services,] [added: partner ecosystem,] global [removed: presence,] [added: presence] and price.
MD&A for information on our employees, including information related to attracting, developing, and retaining highly qualified [removed: talent.][added: employees.]
The Company’s name and its registered trademark “Rockwell Automation®” and other trademarks such as “Allen-Bradley®”, “A-B®”, “PlantPAx® Process Automation System™”, and [removed: “The Connected] [added: “Connected] Enterprise®” are important to all of our business segments.
We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise.
As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win.
MD&A for information on our market access strategy, including distributor concentrations.
See Item 7.
We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable.
Our hardware and software products, solutions, and services are designed to meet our customers’ needs to reduce total cost of ownership, maximize asset utilization, improve time to market, and reduce enterprise business risk.
In most countries, we sell primarily through independent distributors in conjunction with our direct sales force.
Approximately 75 percent of our global sales are through independent distributors.
Sales to our largest distributor in 2022, 2021, and 2020, were approximately 10 percent of our total sales.
Cover and table of contents
36 rewritten, 6 added, 5 removed, 83 unchanged
For the fiscal year ended September 30, [removed: 2022][added: 2023]
The aggregate market value of registrant’s voting stock held by non-affiliates of registrant on March 31, [removed: 2022] [added: 2023] was approximately [removed: $32.5] [added: $33.7] billion.
[removed: 114,844,152] [added: 114,672,533] shares of registrant’s Common Stock, par value $1 per share, were outstanding on October 31, [removed: 2022.][added: 2023.]
Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of registrant to be held on February [removed: 7, 2023,] [added: 6, 2024,] is incorporated by reference into Part III hereof.
| [PART [removed: I](#i51f1153e283e4fdf9fbe99070fb17e82_10)] [added: I](#i637373cf984d48a094bcb5003bffad41_10)] | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: [Page](#i51f1153e283e4fdf9fbe99070fb17e82_7)] [added: [Page](#i637373cf984d48a094bcb5003bffad41_7)] | | |
| | | | [Item 1. [removed: Business](#i51f1153e283e4fdf9fbe99070fb17e82_13)] [added: Business](#i637373cf984d48a094bcb5003bffad41_13)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [3](#i51f1153e283e4fdf9fbe99070fb17e82_13)] [added: [3](#i637373cf984d48a094bcb5003bffad41_13)] | | |
| | | | [Item 1A. Risk [removed: Factors](#i51f1153e283e4fdf9fbe99070fb17e82_16)] [added: Factors](#i637373cf984d48a094bcb5003bffad41_16)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [5](#i51f1153e283e4fdf9fbe99070fb17e82_16)] [added: [5](#i637373cf984d48a094bcb5003bffad41_16)] | | |
| | | | [Item 1B. Unresolved Staff [removed: Comments](#i51f1153e283e4fdf9fbe99070fb17e82_19)] [added: Comments](#i637373cf984d48a094bcb5003bffad41_19)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [12](#i51f1153e283e4fdf9fbe99070fb17e82_19)] [added: [11](#i637373cf984d48a094bcb5003bffad41_19)] | | |
| | | | [Item 2. [removed: Properties](#i51f1153e283e4fdf9fbe99070fb17e82_22)] [added: Properties](#i637373cf984d48a094bcb5003bffad41_22)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [12](#i51f1153e283e4fdf9fbe99070fb17e82_22)] [added: [11](#i637373cf984d48a094bcb5003bffad41_22)] | | |
| | | | [Item 3. Legal [removed: Proceedings](#i51f1153e283e4fdf9fbe99070fb17e82_25)] [added: Proceedings](#i637373cf984d48a094bcb5003bffad41_25)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [12](#i51f1153e283e4fdf9fbe99070fb17e82_25)] [added: [11](#i637373cf984d48a094bcb5003bffad41_25)] | | |
| | | | [Item 4. Mine Safety [removed: Disclosures](#i51f1153e283e4fdf9fbe99070fb17e82_28)] [added: Disclosures](#i637373cf984d48a094bcb5003bffad41_28)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [13](#i51f1153e283e4fdf9fbe99070fb17e82_28)] [added: [12](#i637373cf984d48a094bcb5003bffad41_28)] | | |
| | | | [Item 4A. Information about our Executive [removed: Officers](#i51f1153e283e4fdf9fbe99070fb17e82_28)] [added: Officers](#i637373cf984d48a094bcb5003bffad41_28)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [13](#i51f1153e283e4fdf9fbe99070fb17e82_28)] [added: [12](#i637373cf984d48a094bcb5003bffad41_28)] | | |
| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i51f1153e283e4fdf9fbe99070fb17e82_34)[,](#i51f1153e283e4fdf9fbe99070fb17e82_34) [and] [added: Matters, and] Issuer Purchases of Equity [removed: Securities](#i51f1153e283e4fdf9fbe99070fb17e82_34)] [added: Securities](#i637373cf984d48a094bcb5003bffad41_34)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [14](#i51f1153e283e4fdf9fbe99070fb17e82_34)] [added: [13](#i637373cf984d48a094bcb5003bffad41_34)] | | |
| | | | [Item 6. [removed: Reserved](#i51f1153e283e4fdf9fbe99070fb17e82_37)] [added: Reserved](#i637373cf984d48a094bcb5003bffad41_37)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [16](#i51f1153e283e4fdf9fbe99070fb17e82_37)] [added: [15](#i637373cf984d48a094bcb5003bffad41_37)] | | |
| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i51f1153e283e4fdf9fbe99070fb17e82_37)] [added: Operations](#i637373cf984d48a094bcb5003bffad41_37)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [16](#i51f1153e283e4fdf9fbe99070fb17e82_37)] [added: [15](#i637373cf984d48a094bcb5003bffad41_37)] | | |
| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i51f1153e283e4fdf9fbe99070fb17e82_70)] [added: Risk](#i637373cf984d48a094bcb5003bffad41_70)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [41](#i51f1153e283e4fdf9fbe99070fb17e82_70)] [added: [36](#i637373cf984d48a094bcb5003bffad41_70)] | | |
| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i51f1153e283e4fdf9fbe99070fb17e82_73)] [added: Data](#i637373cf984d48a094bcb5003bffad41_73)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [42](#i51f1153e283e4fdf9fbe99070fb17e82_73)] [added: [37](#i637373cf984d48a094bcb5003bffad41_73)] | | |
| | | | | | | [CONSOLIDATED BALANCE [removed: SHEET](#i51f1153e283e4fdf9fbe99070fb17e82_76)] [added: SHEET](#i637373cf984d48a094bcb5003bffad41_76)] | | | | | | | | | | | | | | | | | | | | | [removed: [42](#i51f1153e283e4fdf9fbe99070fb17e82_76)] [added: [37](#i637373cf984d48a094bcb5003bffad41_76)] | | |
| | | | | | | [CONSOLIDATED STATEMENT OF [removed: OPERATIONS](#i51f1153e283e4fdf9fbe99070fb17e82_79)] [added: OPERATIONS](#i637373cf984d48a094bcb5003bffad41_79)] | | | | | | | | | | | | | | | | | | | | | [removed: [43](#i51f1153e283e4fdf9fbe99070fb17e82_79)] [added: [38](#i637373cf984d48a094bcb5003bffad41_79)] | | |
| | | | | | | [CONSOLIDATED STATEMENT OF COMPREHENSIVE [removed: INCOME](#i51f1153e283e4fdf9fbe99070fb17e82_82)] [added: INCOME](#i637373cf984d48a094bcb5003bffad41_82)] | | | | | | | | | | | | | | | | | | | | | [removed: [44](#i51f1153e283e4fdf9fbe99070fb17e82_82)] [added: [39](#i637373cf984d48a094bcb5003bffad41_82)] | | |
| | | | | | | [CONSOLIDATED STATEMENT OF CASH [removed: FLOWS](#i51f1153e283e4fdf9fbe99070fb17e82_85)] [added: FLOWS](#i637373cf984d48a094bcb5003bffad41_85)] | | | | | | | | | | | | | | | | | | | | | [removed: [45](#i51f1153e283e4fdf9fbe99070fb17e82_85)] [added: [40](#i637373cf984d48a094bcb5003bffad41_85)] | | |
| | | | | | | [CONSOLIDATED STATEMENT OF SHAREOWNERS’ [removed: EQUITY](#i51f1153e283e4fdf9fbe99070fb17e82_88)] [added: EQUITY](#i637373cf984d48a094bcb5003bffad41_88)] | | | | | | | | | | | | | | | | | | | | | [removed: [46](#i51f1153e283e4fdf9fbe99070fb17e82_88)] [added: [41](#i637373cf984d48a094bcb5003bffad41_88)] | | |
| | | | | | | [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i51f1153e283e4fdf9fbe99070fb17e82_91)] [added: STATEMENTS](#i637373cf984d48a094bcb5003bffad41_91)] | | | | | | | | | | | | | | | | | | | | | [removed: [47](#i51f1153e283e4fdf9fbe99070fb17e82_91)] [added: [42](#i637373cf984d48a094bcb5003bffad41_91)] | | |
| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i51f1153e283e4fdf9fbe99070fb17e82_160)] [added: Disclosure](#i637373cf984d48a094bcb5003bffad41_160)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#i51f1153e283e4fdf9fbe99070fb17e82_160)] [added: [86](#i637373cf984d48a094bcb5003bffad41_160)] | | |
| | | | [Item 9A. Controls and [removed: Procedures](#i51f1153e283e4fdf9fbe99070fb17e82_163)] [added: Procedures](#i637373cf984d48a094bcb5003bffad41_163)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#i51f1153e283e4fdf9fbe99070fb17e82_163)] [added: [86](#i637373cf984d48a094bcb5003bffad41_163)] | | |
| | | | [Item 9B. Other [removed: Information](#i51f1153e283e4fdf9fbe99070fb17e82_166)] [added: Information](#i637373cf984d48a094bcb5003bffad41_166)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#i51f1153e283e4fdf9fbe99070fb17e82_166)] [added: [86](#i637373cf984d48a094bcb5003bffad41_166)] | | |
| | | | [Item [removed: 9](#i51f1153e283e4fdf9fbe99070fb17e82_1800)[C](#i51f1153e283e4fdf9fbe99070fb17e82_1800)[.](#i51f1153e283e4fdf9fbe99070fb17e82_1800) [Disclosure] [added: 9C. Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i51f1153e283e4fdf9fbe99070fb17e82_1800)] [added: Inspections](#i637373cf984d48a094bcb5003bffad41_169)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [92](#i51f1153e283e4fdf9fbe99070fb17e82_1800)] [added: [86](#i637373cf984d48a094bcb5003bffad41_169)] | | |
| | | | [Item 10. Directors, Executive [removed: Officers](#i51f1153e283e4fdf9fbe99070fb17e82_172)[,](#i51f1153e283e4fdf9fbe99070fb17e82_172) [and] [added: Officers, and] Corporate [removed: Governance](#i51f1153e283e4fdf9fbe99070fb17e82_172)] [added: Governance](#i637373cf984d48a094bcb5003bffad41_175)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [93](#i51f1153e283e4fdf9fbe99070fb17e82_172)] [added: [87](#i637373cf984d48a094bcb5003bffad41_175)] | | |
| | | | [Item 11. Executive [removed: Compensation](#i51f1153e283e4fdf9fbe99070fb17e82_175)] [added: Compensation](#i637373cf984d48a094bcb5003bffad41_178)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [93](#i51f1153e283e4fdf9fbe99070fb17e82_175)] [added: [87](#i637373cf984d48a094bcb5003bffad41_178)] | | |
| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i51f1153e283e4fdf9fbe99070fb17e82_178)] [added: Matters](#i637373cf984d48a094bcb5003bffad41_181)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [93](#i51f1153e283e4fdf9fbe99070fb17e82_178)] [added: [87](#i637373cf984d48a094bcb5003bffad41_181)] | | |
| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i51f1153e283e4fdf9fbe99070fb17e82_181)] [added: Independence](#i637373cf984d48a094bcb5003bffad41_184)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [94](#i51f1153e283e4fdf9fbe99070fb17e82_181)] [added: [88](#i637373cf984d48a094bcb5003bffad41_184)] | | |
| | | | [Item 14. Principal Accountant Fees and [removed: Services](#i51f1153e283e4fdf9fbe99070fb17e82_184)] [added: Services](#i637373cf984d48a094bcb5003bffad41_187)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [94](#i51f1153e283e4fdf9fbe99070fb17e82_184)] [added: [88](#i637373cf984d48a094bcb5003bffad41_187)] | | |
| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#i51f1153e283e4fdf9fbe99070fb17e82_190)] [added: Schedules](#i637373cf984d48a094bcb5003bffad41_193)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [95](#i51f1153e283e4fdf9fbe99070fb17e82_190)] [added: [89](#i637373cf984d48a094bcb5003bffad41_193)] | | |
| | | | [Item 16. Form 10-K [removed: Summary](#i51f1153e283e4fdf9fbe99070fb17e82_193)] [added: Summary](#i637373cf984d48a094bcb5003bffad41_196)] | | | | | | | | | | | | | | | | | | | | | | | | [removed: [99](#i51f1153e283e4fdf9fbe99070fb17e82_193)] [added: [93](#i637373cf984d48a094bcb5003bffad41_196)] | | |
- the severity and duration of disruptions to our business due to [removed: pandemics (including the COVID-19 pandemic),] [added: pandemics,] natural disasters (including those as a result of climate change), acts of [removed: war (including the Russia and Ukraine conflict),] [added: war,] strikes, terrorism, social unrest or other causes, [removed: including the impacts of the COVID-19 pandemic and efforts to manage it on the global economy,] liquidity and financial markets, demand for our hardware and software products, solutions, and services, our supply chain, our work force, our liquidity and the value of the assets we own;
- our ability to attract, develop, and retain qualified [removed: personnel;][added: employees;]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| [PART II](#i637373cf984d48a094bcb5003bffad41_31) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART III](#i637373cf984d48a094bcb5003bffad41_172) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART IV](#i637373cf984d48a094bcb5003bffad41_190) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [SIGNATURES](#i637373cf984d48a094bcb5003bffad41_199) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART II](#i51f1153e283e4fdf9fbe99070fb17e82_31) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART III](#i51f1153e283e4fdf9fbe99070fb17e82_169) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [PART IV](#i51f1153e283e4fdf9fbe99070fb17e82_187) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [SIGNATURES](#i51f1153e283e4fdf9fbe99070fb17e82_196) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- risks associated with our investment in common stock of PTC Inc., including the potential for volatility in our reported quarterly earnings associated with changes in the market value of such stock;
Item 2. Properties
1 rewritten, 0 added, 0 removed, 5 unchanged
At September 30, [removed: 2022,] [added: 2023,] the Company had approximately 50 manufacturing and distribution locations worldwide, disbursed evenly across our regions.
Item 4A. Information about our Executive Officers
14 rewritten, 2 added, 1 removed, 9 unchanged
The name, age, office and position held with the 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: 2022] [added: 2023] are:
| Blake D. Moret — Chairman of the Board since January 1, 2018, and President and Chief Executive Officer since July 1, 2016 | | | [removed: 59] [added: 60] | | |
| 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: 58] [added: 59] | | |
| Scott A. Genereux — 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: (2017-2020), and Senior Vice President at Oracle (cloud applications and platform services)] [added: (2017-2020)] | | | [removed: 59] [added: 60] | | |
| Rebecca W. House — Senior Vice President, Chief People (since July 2020) and Legal Officer and Secretary since January 3, 2017 | | | [removed: 49] [added: 50] | | |
| Frank C. Kulaszewicz *—* Senior Vice President [removed: Lifecycle Services] since [removed: October] [added: June] 1, [removed: 2020;] [added: 2023;] previously Senior Vice President [added: Lifecycle Services (from October 2020 - June 2023) and Senior Vice President] | | | [removed: 58] [added: 59] | | |
| Veena M. Lakkundi — 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), [added: and] 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: 53] [added: 54] | | |
| John M. Miller — Vice President and Chief Intellectual Property Counsel | | | [removed: 55] [added: 56] | | |
| 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 | | | [removed: 46] [added: 47] | | |
| Christopher Nardecchia — Senior Vice President and Chief Information Officer [removed: since November 1, 2017] | | | [removed: 60] [added: 61] | | |
| Cyril P. 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) | | | [removed: 53] [added: 54] | | |
| Terry L. Riesterer — Vice President and Controller since November 29, 2019; previously Vice President, Corporate Financial Planning and Analysis and Corporate Development (from August 2016-November 2019) [removed: and Vice President, Global Finance Operations] | | | [removed: 54] [added: 55] | | |
| Brian A. Shepherd — 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 [removed: specialist), and Executive Vice President, PTC Inc. (digital technology)] [added: specialist)] | | | [removed: 57] [added: 58] | | |
| Isaac R. Woods — Vice President and Treasurer since October 1, 2020; previously Director, Finance, Power Control Business (from March 2019-October 2020), [added: and] Director, Capital Markets (from January 2017-March [removed: 2019), and Manager, Corporate Finance and Investor Relations] [added: 2019)] | | | [removed: 37] [added: 38] | | |
| Robert L. Buttermore — Senior Vice President and Chief Supply Chain Officer since February 13, 2023; previously Vice President and General Manager, Power Control Business (July 2018 - February 2023) | | | 50 | | |
| Matthew W. Fordenwalt — Senior Vice President, Lifecycle Services since June 1, 2023; previously Vice President and General Manager, Systems and Solutions Business (April 2019 - June 2023), and Senior Director, Global Service Delivery (September 2018 - April 2019) | | | 47 | | |
| Francis S. Wlodarczyk — Senior Vice President since June 1, 2022; previously Senior Vice President Intelligent Devices (from October 2020-June 2022) and Senior Vice President (from July 2018-October 2020) | | | 57 | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
9 rewritten, 7 added, 11 removed, 13 unchanged
On October 31, [removed: 2022,] [added: 2023,] there were [removed: 12,652] [added: 11,960] 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: 2022:][added: 2023:]
(1) All of the shares purchased during the quarter ended September 30, [removed: 2022,] [added: 2023,] were acquired pursuant to the repurchase program described in (3) below.
(3) On [removed: both July 24, 2019, 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) and] the S&P 500 Selected GICS groups (Capital Goods, Software & Services, and Technology Hardware & [removed: Equipment), and the S&P Electrical Components & Equipment Index] [added: Equipment)] for the period of five fiscal years from October 1, [removed: 2017,] [added: 2018,] to September 30, [removed: 2022,] [added: 2023,] assuming in each case a fixed investment of $100 at the respective closing prices on September 30, [removed: 2017,] [added: 2018,] and reinvestment of all dividends.
[removed: ][added: ]
The cumulative total returns on Rockwell Automation common stock and each index as of September 30, [removed: 2017] [added: 2018] through [removed: 2022] [added: 2023] plotted in the above graph are as follows:
| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |
| Cash dividends per common share | | | [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] | | | | | | [removed: 4.48] [added: 4.72] | | |
| July 1 – 31, 2023 | | | | | | 56,822 | | | | | | $ | 336.07 | | | | | 56,822 | | | | | | $ | 975,955,429 | |
| August 1 – 31, 2023 | | | | | | 82,698 | | | | | | 298.05 | | | | | | 82,698 | | | | | | 951,307,019 | | |
| September 1 – 30, 2023 | | | | | | 37,732 | | | | | | 291.47 | | | | | | 37,732 | | | | | | 940,309,320 | | |
| Total | | | | | | 177,252 | | | | | | $ | 308.84 | | | | | 177,252 | | | | | | | | |
| Rockwell Automation (1) | | | $ | 100.00 | | | | | $ | 89.94 | | | | | $ | 122.91 | | | | | $ | 166.43 | | | | | $ | 123.89 | | | | | $ | 167.41 | |
| S&P 500 Index | | | 100.00 | | | | | | 104.25 | | | | | | 120.02 | | | | | | 156.01 | | | | | | 131.85 | | | | | | 160.31 | | |
| S&P Selected GICS groups | | | 100.00 | | | | | | 107.60 | | | | | | 148.77 | | | | | | 189.73 | | | | | | 159.25 | | | | | | 207.01 | | |
| 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 | | |
Item 8. Financial Statements and Supplementary Data
581 rewritten, 153 added, 167 removed, 1,059 unchanged
| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Cash and cash equivalents | | | $ | [added: 1,071.8 | | | | | $ |] 490.7 | | | | | $ | 662.2 | |
| Receivables | | | [removed: 1,736.7] [added: 2,167.4] | | | | | | [removed: 1,424.5] [added: 1,736.7] | | |
| Inventories | | | [removed: 1,054.2] [added: 1,404.9] | | | | | | [removed: 798.1] [added: 1,054.2] | | |
| Other current assets | | | [removed: 329.1] [added: 266.7] | | | | | | [removed: 178.6] [added: 329.1] | | |
| Total current assets | | | [removed: 3,610.7] [added: 4,910.8] | | | | | | [removed: 3,063.4] [added: 3,610.7] | | |
| Property, net of accumulated depreciation | | | [removed: 586.5] [added: 684.2] | | | | | | [removed: 581.9] [added: 586.5] | | |
| Operating lease right-of-use assets | | | [removed: 321.0] [added: 349.4] | | | | | | [removed: 377.7] [added: 321.0] | | |
| Goodwill | | | [removed: 3,524.0] [added: 3,529.2] | | | | | | [removed: 3,625.9] [added: 3,524.0] | | |
| Other intangible assets, net | | | [removed: 902.0] [added: 852.4] | | | | | | [removed: 1,021.8] [added: 902.0] | | |
| Deferred income taxes | | | [removed: 384.3] [added: 459.3] | | | | | | [removed: 380.9] [added: 384.3] | | |
| Long-term investments | | | [removed: 1,056.0] [added: 157.1] | | | | | | [removed: 1,363.5] [added: 1,056.0] | | |
| Other assets | | | [removed: 374.2] [added: 361.6] | | | | | | [removed: 286.5] [added: 374.2] | | |
| Total | | | [added: | | |] $ | [added: 11,304.0 | | | | | $ |] 10,758.7 | | | | | $ | 10,701.6 | |
| Short-term debt | | | $ | [removed: 359.3] [added: 94.7] | | | | | $ | [removed: 509.7] [added: 359.3] | |
| Current portion of long-term debt | | | [removed: 609.1] [added: 8.6] | | | | | | [removed: 6.8] [added: 609.1] | | |
| Accounts payable | | | [removed: 1,028.0] [added: 1,150.2] | | | | | | [removed: 889.8] [added: 1,028.0] | | |
| Compensation and benefits | | | [removed: 292.7] [added: 499.9] | | | | | | [removed: 408.0] [added: 292.7] | | |
| Contract liabilities | | | [removed: 507.0] [added: 592.5] | | | | | | [removed: 462.5] [added: 507.0] | | |
| Customer returns, [removed: rebates] [added: rebates,] and incentives | | | [removed: 373.1] [added: 452.0] | | | | | | [removed: 237.8] [added: 373.1] | | |
| Other current liabilities | | | [removed: 403.0] [added: 567.4] | | | | | | [removed: 477.6] [added: 403.0] | | |
| Total current liabilities | | | [removed: 3,572.2] [added: 3,365.3] | | | | | | [removed: 2,992.2] [added: 3,572.2] | | |
| Long-term debt | | | [removed: 2,867.8] [added: 2,862.9] | | | | | | [removed: 3,464.6] [added: 2,867.8] | | |
| Retirement benefits | | | [removed: 471.2] [added: 503.6] | | | | | | [removed: 720.6] [added: 471.2] | | |
| Operating lease liabilities | | | [removed: 263.5] [added: 285.3] | | | | | | [removed: 313.6] [added: 263.5] | | |
| Other liabilities | | | [removed: 567.3] [added: 543.5] | | | | | | [removed: 516.5] [added: 567.3] | | |
| Additional paid-in capital | | | [removed: 2,007.1] [added: 2,102.5] | | | | | | [removed: 1,933.6] [added: 2,007.1] | | |
| Retained earnings | | | [removed: 8,411.8] [added: 9,255.2] | | | | | | [removed: 8,000.4] [added: 8,411.8] | | |
| Accumulated other comprehensive loss | | | [removed: (917.5)] [added: (790.1)] | | | | | | [removed: (1,017.1)] [added: (917.5)] | | |
| Common stock in treasury, at cost (shares held: [removed: 66.2] [added: 66.6] and [removed: 65.4,] [added: 66.2,] respectively) | | | [removed: (6,957.2)] [added: (7,187.4)] | | | | | | [removed: (6,708.7)] [added: (6,957.2)] | | |
| Shareowners’ equity attributable to Rockwell Automation, Inc. | | | [removed: 2,725.6] [added: 3,561.6] | | | | | | [removed: 2,389.6] [added: 2,725.6] | | |
| Noncontrolling interests | | | [removed: 291.1] [added: 181.8] | | | | | | [removed: 304.5] [added: 291.1] | | |
| Total shareowners’ equity | | | [removed: 3,016.7] [added: 3,743.4] | | | | | | [removed: 2,694.1] [added: 3,016.7] | | |
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Products and solutions | | | $ | [removed: 6,993.4] [added: 8,224.9] | | | | | $ | [removed: 6,285.2] [added: 6,993.4] | | | | | $ | [removed: 5,663.6] [added: 6,285.2] | |
| Services | | | [removed: 767.0] [added: 833.1] | | | | | | [removed: 712.2] [added: 767.0] | | | | | | [removed: 666.2] [added: 712.2] | | |
| | | | [removed: 7,760.4] [added: 9,058.0] | | | | | | [removed: 6,997.4] [added: 7,760.4] | | | | | | [removed: 6,329.8] [added: 6,997.4] | | |
| Products and solutions | | | [removed: (4,173.4)] [added: (4,808.7)] | | | | | | [removed: (3,638.7)] [added: (4,173.4)] | | | | | | [removed: (3,305.9)] [added: (3,638.7)] | | |
| Services | | | [removed: (485.0)] [added: (532.3)] | | | | | | [removed: (461.0)] [added: (485.0)] | | | | | | [removed: (428.7)] [added: (461.0)] | | |
| | | | [removed: (4,658.4)] [added: (5,341.0)] | | | | | | [removed: (4,099.7)] [added: (4,658.4)] | | | | | | [removed: (3,734.6)] [added: (4,099.7)] | | |
| | | | 2023 | | | | | | 2022 | | |
| Total | | | $ | 11,304.0 | | | | | $ | 10,758.7 | |
| Goodwill impairment | | | (157.5) | | | | | | — | | | | | | — | | |
| Net income | | | $ | 1,278.0 | | | | | $ | 919.1 | | | | | $ | 1,344.3 | |
| Impairment of goodwill | | | 157.5 | | | | | | — | | | | | | — | | |
| Other investing activities | | | (0.1) | | | | | | (0.5) | | | | | | (4.2) | | |
| Net income (loss) | | | — | | | | | | — | | | | | | 1,387.4 | | | | | | — | | | | | | — | | | | | | 1,387.4 | | | | | | (109.4) | | | | | | 1,278.0 | | |
| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 127.4 | | | | | | — | | | | | | 127.4 | | | | | | 0.1 | | | | | | 127.5 | | |
| Balance at September 30, 2023 | | | $ | 181.4 | | | | | $ | 2,102.5 | | | | | $ | 9,255.2 | | | | | $ | (790.1) | | | | | $ | (7,187.4) | | | | | $ | 3,561.6 | | | | | $ | 181.8 | | | | | $ | 3,743.4 | |
We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise.
We will expand our disclosures when we adopt this standard in the first quarter of 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquisition of businesses | | | | | | 74.4 | | | | | | — | | | | | | 36.9 | | | | | | 111.3 | | |
| Impairment | | | | | | — | | | | | | — | | | | | | (157.5) | | | | | | (157.5) | | |
| Translation and other | | | | | | 18.4 | | | | | | 21.4 | | | | | | 11.6 | | | | | | 51.4 | | |
| Balance as of September 30, 2023 | | | | | | $ | 595.8 | | | | | $ | 2,420.1 | | | | | $ | 513.3 | | | | | $ | 3,529.2 | |
| Gross carrying value of Goodwill | | | | | | 595.8 | | | | | | 2,420.1 | | | | | | 670.8 | | | | | | 3,686.7 | | |
| Accumulated impairment losses | | | | | | — | | | | | | — | | | | | | (157.5) | | | | | | (157.5) | | |
| Goodwill | | | | | | $ | 595.8 | | | | | $ | 2,420.1 | | | | | $ | 513.3 | | | | | $ | 3,529.2 | |
*Interim Impairment Assessment*
Since formation in October 2019, our Sensia joint venture operations have been challenged by the global pandemic, geopolitical activities, volatility in commodity prices and supply chain dynamics.
The cumulative historical growth and profitability below plan have resulted in a declining cushion between carrying value and fair value in previous impairment tests.
The joint venture partners appointed a new management team in 2023 and have updated the strategy of Sensia, which included downward revisions to growth and profitability projections for 2024 and future years.
Lower sales growth reflects historical performance and an updated outlook of market conditions.
Lower profitability reflects an updated view of mix and volume.
Based upon the update of Sensia’s strategy and projections in the fourth quarter, we determined that it was more likely than not that the fair value of Sensia was below its carrying value.
As a result of this triggering event, we performed an interim quantitative analysis, using a combination of an income approach derived from discounted cash flows and a market multiples approach using selected comparable public companies, consistent with our annual impairment testing.
As of the fourth quarter testing date, the carrying value of our Sensia reporting unit of $665.1 million was determined to be in excess of the reporting unit’s fair value, resulting in a $157.5 million goodwill impairment charge recorded in the Consolidated Statement of Operations.
Subsequent to the impairment, $160.3 million of goodwill remains within the Sensia reporting unit.
| | | | | | | September 30, 2023 | | | | | | | | | | | | | | |
| Software products | | | | | | $ | 100.4 | | | | | $ | 65.1 | | | | | $ | 35.3 | |
| Customer relationships | | | | | | 606.1 | | | | | | 141.3 | | | | | | 464.8 | | |
| Technology | | | | | | 424.1 | | | | | | 173.1 | | | | | | 251.0 | | |
| Trademarks | | | | | | 86.3 | | | | | | 29.3 | | | | | | 57.0 | | |
| Other | | | | | | 6.0 | | | | | | 5.4 | | | | | | 0.6 | | |
| Other intangible assets | | | | | | $ | 1,266.6 | | | | | $ | 414.2 | | | | | $ | 852.4 | |
In February 2023, we acquired Knowledge Lens, a services and solutions provider headquartered in Bengaluru, India.
| Inventories | | | | | | 17.7 | | |
| Property | | | | | | 27.5 | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Proceeds from sale of property | | | 0.6 | | | | | | 0.4 | | | | | | 14.9 | | |
| Other investing activities | | | (1.1) | | | | | | (4.6) | | | | | | 4.7 | | |
| Balance at September 30, 2019 | | | $ | 181.4 | | | | | $ | 1,709.1 | | | | | $ | 6,440.2 | | | | | $ | (1,488.0) | | | | | $ | (6,438.5) | | | | | $ | 404.2 | | | | | $ | — | | | | | $ | 404.2 | |
| Net income (loss) | | | — | | | | | | — | | | | | | 1,023.4 | | | | | | — | | | | | | — | | | | | | 1,023.4 | | | | | | (0.2) | | | | | | 1,023.2 | | |
| Other comprehensive income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 16.8 | | | | | | — | | | | | | 16.8 | | | | | | (0.3) | | | | | | 16.5 | | |
| Adoption of accounting standard | | | — | | | | | | — | | | | | | 149.0 | | | | | | (146.8) | | | | | | — | | | | | | 2.2 | | | | | | — | | | | | | 2.2 | | |
| Change in noncontrolling interest | | | — | | | | | | 44.6 | | | | | | — | | | | | | 3.8 | | | | | | — | | | | | | 48.4 | | | | | | 319.5 | | | | | | 367.9 | | |
We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In addition, receivables are recorded net of an allowance for certain customer returns, rebates, and incentives of $13.9 million at September 30, 2022, and $6.7 million at September 30, 2021.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
In February 2016, the Financial Accounting Standards Board (FASB) issued a new standard on accounting for leases that requires lessees to recognize ROU assets and lease liabilities for most leases, among other changes to existing lease accounting guidance.
This standard also requires additional qualitative and quantitative disclosures about leasing activities.
We adopted this standard using the modified retrospective transition method, which resulted in an immaterial cumulative-effect adjustment to the opening balance of retained earnings as of October 1, 2019, our adoption date.
The amount of lease ROU assets and corresponding lease liabilities recorded in the Consolidated Balance Sheet upon adoption were $316 million and $329 million, respectively.
We have implemented necessary changes to accounting policies, processes, controls and systems to enable compliance with this standard.
In February 2018, the FASB issued a new standard regarding the reporting of comprehensive loss, which gives entities the option to reclassify tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) stranded in accumulated other comprehensive loss into retained earnings.
We adopted this standard as of October 1, 2019, and elected to reclassify tax effects of approximately $147 million from accumulated other comprehensive loss into retained earnings.
We are currently assessing the impact of this standard on our financial statement disclosures.
| Balance as of October 1, 2020 | | | | | | $ | 535.1 | | | | | $ | 497.3 | | | | | $ | 617.9 | | | | | $ | 1,650.3 | |
| Acquisition of businesses | | | | | | — | | | | | | 1,937.3 | | | | | | 12.8 | | | | | | 1,950.1 | | |
| Translation | | | | | | 8.0 | | | | | | 12.9 | | | | | | 4.6 | | | | | | 25.5 | | |
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, 2021 | | | | | | | | | | | | | | |
| Software products | | | | | | $ | 90.4 | | | | | $ | 43.2 | | | | | $ | 47.2 | |
| Customer relationships | | | | | | 595.9 | | | | | | 75.4 | | | | | | 520.5 | | |
| Technology | | | | | | 420.8 | | | | | | 71.7 | | | | | | 349.1 | | |
| Trademarks | | | | | | 73.8 | | | | | | 13.3 | | | | | | 60.5 | | |
| Other | | | | | | 7.1 | | | | | | 6.3 | | | | | | 0.8 | | |
| | | | | | | Purchase Price Allocation | | |
| | | | | | | Purchase Consideration | | |
The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it.
The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value.
These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy.
An excerpt. Shown here: 40 of 581 rewritten, 40 of 153 added and 40 of 167 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 9 unchanged
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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]
The effectiveness of our internal control over financial reporting, as of September 30, [removed: 2022,] [added: 2023,] has been audited by Deloitte & Touche LLP, as stated in their report that is included on the previous page.
Item 9B. Other Information
0 rewritten, 1 added, 1 removed, 0 unchanged
During the quarter ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
None.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item 11 is incorporated by reference to the sections entitled Executive Compensation, Election of Directors, Corporate Governance, and Compensation [added: and Talent Management] Committee Report in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 2 added, 2 removed, 9 unchanged
The following table provides information, as of September 30, [removed: 2022,] [added: 2023,] 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.
| Equity compensation plans approved by shareowners | | | | | | 2,649,246 | | | (1) | | | $ | 200.03 | | (2) | | | 8,398,511 | | | (3) | | |
| Total | | | | | | 2,649,246 | | | | | | $ | 200.03 | | | | | 8,398,511 | | | | | |
| 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 | | | | | |
Item 15. Exhibits and Financial Statement Schedules
28 rewritten, 3 added, 6 removed, 81 unchanged
| Consolidated Balance Sheet, September 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [42](#i51f1153e283e4fdf9fbe99070fb17e82_76)] [added: [37](#i637373cf984d48a094bcb5003bffad41_76)] | | |
| Consolidated Statement of Operations, years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [43](#i51f1153e283e4fdf9fbe99070fb17e82_79)] [added: [38](#i637373cf984d48a094bcb5003bffad41_79)] | | |
| Consolidated Statement of Comprehensive Income, years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [44](#i51f1153e283e4fdf9fbe99070fb17e82_82)] [added: [39](#i637373cf984d48a094bcb5003bffad41_82)] | | |
| Consolidated Statement of Cash Flows, years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [45](#i51f1153e283e4fdf9fbe99070fb17e82_85)] [added: [40](#i637373cf984d48a094bcb5003bffad41_85)] | | |
| Consolidated Statement of Shareowners’ Equity, years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [46](#i51f1153e283e4fdf9fbe99070fb17e82_88)] [added: [41](#i637373cf984d48a094bcb5003bffad41_88)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [47](#i51f1153e283e4fdf9fbe99070fb17e82_91)] [added: [42](#i637373cf984d48a094bcb5003bffad41_91)] | | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: [91](#i51f1153e283e4fdf9fbe99070fb17e82_157)] [added: [85](#i637373cf984d48a094bcb5003bffad41_157)] | | |
(2)Financial Statement Schedule for the years ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]
| Schedule II—Valuation and Qualifying Accounts | | | [removed: [101](#i51f1153e283e4fdf9fbe99070fb17e82_199)] [added: [95](#i637373cf984d48a094bcb5003bffad41_202)] | | |
| [removed: [*10-b-1](http://www.sec.gov/Archives/edgar/data/1024478/000095012310057252/c02302exv99.htm)] [added: [*10-b-](http://www.sec.gov/Archives/edgar/data/1024478/000119312516478151/d78393dex4c.htm)[1](http://www.sec.gov/Archives/edgar/data/1024478/000119312516478151/d78393dex4c.htm)] | | | | | | [Copy of the Company’s [removed: 2008] [added: 2012] Long-Term Incentives Plan, as amended and restated through [removed: June 4, 2010,] [added: February 2, 2016,] filed as Exhibit [removed: 99] [added: 4-c] to the Company’s [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K dated June 10, 2010,] [added: S-8 (No. 333-209706),] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000095012310057252/c02302exv99.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312516478151/d78393dex4c.htm)] | | |
| [removed: [*10-b-2](http://www.sec.gov/Archives/edgar/data/1024478/000119312508159876/dex101.htm)] [added: [*10-b-](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex101.htm)[2](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex101.htm)] | | | | | | [Form of Stock Option Agreement under the Company’s [removed: 2008] [added: 2012] Long-Term Incentives [removed: Plan,] [added: Plan for options granted to executive officers of the Company after December 5, 2012,] filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2008,] [added: December 31, 2012,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312508159876/dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex101.htm)] | | |
| [removed: [*10-b-3](http://www.sec.gov/Archives/edgar/data/1024478/000119312509020232/dex103.htm)] [added: [*10-b-](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex102.htm)[3](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex102.htm)] | | | | | | [removed: [Forms] [added: [Form] of [added: Restricted] Stock [removed: Option] Agreement under the Company’s [removed: 2008] [added: 2012] Long-Term Incentives Plan for [removed: options granted] [added: shares of restricted stock awarded] to executive officers of the Company after December [removed: 1, 2008,] [added: 5, 2012,] filed as Exhibit [removed: 10.3] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, [removed: 2008,] [added: 2012] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312509020232/dex103.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex102.htm)] | | |
| [removed: [*10-b-4](http://www.sec.gov/Archives/edgar/data/1024478/000095012311008598/c10101exv10w1.htm)] [added: [*10-b-1](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex101.htm)[0](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex101.htm)] | | | | | | [Form of Stock Option Agreement [added: for U.S. Employees] under the Company’s [removed: 2008] [added: 2020] Long-Term Incentives [removed: Plan, as amended,] [added: Plan] for options [removed: granted] [added: awarded] to executive officers of the Company after December [removed: 6, 2010,] [added: 9, 2020,] filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, [removed: 2010,] [added: 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000095012311008598/c10101exv10w1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex101.htm)] | | |
| [removed: [*10-b-5](http://www.sec.gov/Archives/edgar/data/1024478/000119312512045687/d278364dex101.htm)] [added: [*10-b-](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex103.htm)[4](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex103.htm)] | | | | | | [Form of [removed: Stock Option] [added: Performance Share] Agreement under the Company’s [removed: 2008] [added: 2012] Long-Term Incentives [removed: Plan, as amended,] [added: Plan] for [removed: options granted] [added: performance shares awarded] to executive officers of the Company after [removed: November 30, 2011,] [added: December 5, 2012,] filed as Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, [removed: 2011,] [added: 2012] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312512045687/d278364dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex103.htm)] | | |
| [removed: [*10-b-7](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex101.htm)] [added: [*10-b-](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000026/q3fy20rokex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000026/q3fy20rokex101.htm)] | | | | | | [Form of [added: Restricted] Stock [removed: Option] Agreement under the Company’s [removed: 2012] [added: 2020] Long-Term Incentives Plan for [removed: options granted] [added: certain awards of shares of restricted stock] to executive officers of the Company [removed: after December 5, 2012,] filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: December 31, 2012,] [added: June 30, 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000026/q3fy20rokex101.htm)] | | |
| [removed: [*10-b-8](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex102.htm)] [added: [*10-b-1](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex102.htm)[1](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex102.htm)] | | | | | | [Form of Restricted Stock [added: Unit] Agreement [added: for U.S. Employees] under the Company’s [removed: 2012] [added: 2020] Long-Term Incentives Plan for [removed: shares of] restricted stock [added: units] awarded to executive officers of the Company after December [removed: 5, 2012,] [added: 9, 2020,] filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, [removed: 2012] [added: 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex102.htm)] | | |
| [removed: [*10-b-9](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex103.htm)] [added: [*10-b-1](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex103.htm)[2](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex103.htm)] | | | | | | [Form of Performance Share Agreement [added: for U.S. Employees] under the Company’s [removed: 2012] [added: 2020] Long-Term Incentives Plan for performance shares awarded to executive officers of the Company after December [removed: 5, 2012,] [added: 9, 2020,] filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, [removed: 2012] [added: 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1024478/000102447813000009/q1fy13rokex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex103.htm)] | | |
| [removed: [*10-b-10](https://www.sec.gov/Archives/edgar/data/1024478/000102447819000044/rok10k2019ex10b10.htm)] [added: [*10-b-](https://www.sec.gov/Archives/edgar/data/1024478/000102447819000044/rok10k2019ex10b10.htm)[5](https://www.sec.gov/Archives/edgar/data/1024478/000102447819000044/rok10k2019ex10b10.htm)] | | | | | | [Form of Restricted Stock Agreement under the Company’s 2012 Long-Term Incentives Plan for certain awards of shares of restricted stock to executive officers of the Company after October 29, 2019, filed as Exhibit 10-b-10 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447819000044/rok10k2019ex10b10.htm) | | |
| [removed: [*10-b-11](https://www.sec.gov/Archives/edgar/data/1024478/000130817919000257/lrok2019_def14a.htm)] [added: [*10-b-](https://www.sec.gov/Archives/edgar/data/1024478/000130817919000257/lrok2019_def14a.htm)[6](https://www.sec.gov/Archives/edgar/data/1024478/000130817919000257/lrok2019_def14a.htm)] | | | | | | [Copy of the Company’s 2020 Long-Term Incentives Plan filed as Appendix A to the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareowners is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/1024478/000130817919000257/lrok2019_def14a.htm) | | |
| [removed: [*10-b-12](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000026/q3fy20rokex101.htm)] [added: [*10-b-](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx13.htm)[8](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx13.htm)] | | | | | | [Form of Restricted Stock [added: Unit] Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of [removed: shares of] restricted stock [added: units] to executive officers of the [removed: Company] [added: Company,] filed as Exhibit [removed: 10.1] [added: 10-b-13] to the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June] [added: September] 30, 2020, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000026/q3fy20rokex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx13.htm)] | | |
| [removed: [*10-b-13](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx13.htm)] [added: [*10-b-](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx14.htm)[9](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx14.htm)] | | | | | | [Form of [added: Global] Restricted Stock Unit Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of restricted stock units to executive officers of the [removed: Company,] [added: Company after December 9, 2020,] filed as Exhibit [removed: 10-b-13] [added: 10-b-14] to the Company's Annual Report on Form 10-K for the year ended September 30, 2020, is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx13.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx14.htm)] | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex21.htm)] | | | | | | [List of Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex21.htm)] | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex23.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex23.htm)] | | |
| [removed: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex24.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/1024478/000102447822000093/rok10k2022ex24.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex24.htm)] | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex311.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/1024478/000102447822000093/rok10k2022ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex311.htm)] | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex312.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/1024478/000102447822000093/rok10k2022ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex312.htm)] | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex321.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/1024478/000102447822000093/rok10k2022ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex321.htm)] | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex322.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/1024478/000102447822000093/rok10k2022ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex322.htm)] | | |
| [97](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rockwellautomationincexecu.htm) | | | | | | [Rockwell Automation, Inc. Executive Compensation Recoupment Policy.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rockwellautomationincexecu.htm) | | |
____
_____________________
| [*10-b-6](http://www.sec.gov/Archives/edgar/data/1024478/000119312516478151/d78393dex4c.htm) | | | | | | [Copy of the Company’s 2012 Long-Term Incentives Plan, as amended and restated through February 2, 2016, filed as Exhibit 4-c to the Company’s Registration Statement on Form S-8 (No. 333-209706), is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/1024478/000119312516478151/d78393dex4c.htm) | | |
| [*10-b-14](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx14.htm) | | | | | | [Form of Global Restricted Stock Unit Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of restricted stock units to executive officers of the Company after December 9, 2020, filed as Exhibit 10-b-14 to the Company's Annual Report on Form 10-K for the year ended September 30, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/1024478/000102447820000038/rok10k2020ex10-bx14.htm) | | |
| [*10-b-15](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex101.htm) | | | | | | [Form of Stock Option Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for options awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex101.htm) | | |
| [*10-b-16](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex102.htm) | | | | | | [Form of Restricted Stock Unit Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for restricted stock units awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex102.htm) | | |
| [*10-b-17](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex103.htm) | | | | | | [Form of Performance Share Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for performance shares awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0001024478/000102447821000005/q1fy21rokex103.htm) | | |
_________________________
Item 16. Form 10-K Summary
12 rewritten, 6 added, 3 removed, 108 unchanged
Dated: November 8, [removed: 2022][added: 2023]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 8th day of November [removed: 2022] [added: 2023] by the following persons on behalf of the registrant and in the capacities indicated.
| | | | Robert [added: W.] Soderbery* | | |
For the Years Ended September 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]
| Year ended September 30, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex21.htm)] | | | [List of Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex21.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex21.htm)] | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex23.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex23.htm)] | | |
| [removed: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex24.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/1024478/000102447822000093/rok10k2022ex24.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex24.htm)] | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex311.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/1024478/000102447822000093/rok10k2022ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex311.htm)] | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex312.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/1024478/000102447822000093/rok10k2022ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex312.htm)] | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex321.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/1024478/000102447822000093/rok10k2022ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex321.htm)] | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447822000093/rok10k2022ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex322.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/1024478/000102447822000093/rok10k2022ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rok10k2023ex322.htm)] | | |
| | | | Alice L. Jolla* | | |
| Allowance for doubtful accounts (1) | | | | | | $ | 13.1 | | | | | $ | 8.5 | | | | | $ | 0.2 | | | | | $ | 5.0 | | | | | $ | 16.8 | |
| Valuation allowance for deferred tax assets (3) | | | | | | 23.1 | | | | | | 66.4 | | | | | | 1.5 | | | | | | 1.9 | | | | | | 89.1 | | |
(3) Additions charged to costs and expenses includes $30.2 million attributable to non-controlling interests.
| [97](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rockwellautomationincexecu.htm) | | | [Rockwell Automation, Inc. Executive Compensation Recoupment Policy.](https://www.sec.gov/Archives/edgar/data/1024478/000102447823000126/rockwellautomationincexecu.htm) | | |
| | | | | | |
| | | | J. Phillip Holloman* | | |
| Allowance for doubtful accounts (1) | | | | | | $ | 17.4 | | | | | $ | 7.0 | | | | | $ | 1.1 | | | | | $ | 10.3 | | | | | $ | 15.2 | |
| Valuation allowance for deferred tax assets | | | | | | 93.8 | | | | | | 3.0 | | | | | | 0.2 | | | | | | 39.0 | | | | | | 58.0 | | |