Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

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

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

• the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;

• the availability and price of components and materials;

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

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

• the successful execution of our cost productivity and margin expansion initiatives;

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

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

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

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

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

• the availability and cost of capital;

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

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

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

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

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

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

These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. See Item 1A. Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025, and Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q for more information.

Non-GAAP Measures

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

Overview

Rockwell Automation, Inc. is the world’s largest company dedicated to industrial automation and digital transformation. Overall demand for our hardware and software products, solutions, and services is driven by:

• investments in manufacturing, including new facilities or production lines, upgrades, modifications and expansions of existing facilities or production lines;

• investments in basic materials production capacity, which may be related to commodity pricing levels;

• our customers’ needs for faster time to market, agility to address evolving consumer preferences, operational productivity, asset management and reliability, and business resilience, including security and enterprise risk management;

• our customers’ needs to continuously improve quality, safety, and sustainability;

• industry factors that include our customers’ new product introductions, demand for our customers’ products or services, and the regulatory and competitive environments in which our customers operate;

• levels of global industrial production and capacity utilization;

• regional factors that include local political, social, regulatory, and economic circumstances; and

• the spending patterns of our customers due to their annual budgeting processes and their working schedules.

Long-term Strategy

As the world’s largest company dedicated to industrial automation and digital transformation, our strategy is to bring the Connected Enterprise® to life. We understand and simplify our customers’ complex production challenges and deliver the most valued solutions that combine technology and industry expertise. As a result, we make our customers more resilient, agile, and sustainable, creating more ways to win. We deliver value by helping our customers optimize production, build resilience, empower people, become more sustainable, and accelerate transformation.

Rockwell Automation stands at the intersection of the technological and societal trends that are shaping the future of industrial operations. We see converging megatrends including digitization and 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;

• add 1% average annual growth from annual recurring revenue;

• add 1% average annual growth from acquisitions; and

• deliver profitable growth within a disciplined financial framework.

U.S. Economic Trends

In the first quarter of 2026, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

• The Industrial Production (IP) Index, published by the Federal Reserve, which measures the real output of manufacturing, mining, and electric and gas utilities. The Manufacturing IP Index shown in the chart below is expressed as a percentage of real output in a base year, currently 2017.

• The Manufacturing Purchasing Managers’ Index (PMI), published by the Institute for Supply Management (ISM), which indicates the current and near-term state of manufacturing activity in the U.S. According to the ISM, a PMI measure above 50 indicates that the U.S. manufacturing economy is generally expanding while a measure below 50 indicates that it is generally contracting.

The table below depicts trends in these indicators since the quarter ended September 2024. These figures are as of February 5, 2026, and are subject to revision by the issuing organizations. Through December, the IP index did not significantly change from the fourth quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the fourth quarter of fiscal 2025 and have been below 50 for ten consecutive months. In January 2026, Manufacturing PMI increased to 52.6, 4.7 points higher than December 2025, and the highest level since August 2022.

			Manufacturing IP Index						PMI
Fiscal 2026 quarter ended:
December 2025			97.4						47.9
Fiscal 2025 quarter ended:
September 2025			97.5						49.1
June 2025			96.9						49.0
March 2025			96.8						49.0
December 2024			95.5						49.2
Fiscal 2024 quarter ended:
September 2024			95.6						47.5

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth did not significantly change from the fourth quarter of 2025, and remains in the low single digits.

Non-U.S. Economic Trends

In the first quarter of 2026, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the first quarter of fiscal 2026. Manufacturing PMI readings outside the U.S were mixed with readings in Asia Pacific generally better than readings in Europe, Canada, Mexico, and Brazil.

Outlook

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

In the first quarter of 2026, we announced plans to build a new greenfield manufacturing site in Southeastern Wisconsin, and in the second quarter we confirmed New Berlin, Wisconsin as the specific site location. The facility has the potential to be the company’s largest manufacturing campus globally, with a significant footprint and the flexibility to scale operations. Additionally, in January we completed the purchase of our Mequon, Wisconsin facility, which we had previously leased and continue to use for engineering and development and manufacturing. These projects are aligned with the previously announced $2 billion investment in plants, digital infrastructure, and talent to grow share, build resilience, and expand margins over the next five years.

Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages):

			Three Months Ended December 31,
			2025						2024
Sales
Intelligent Devices (a)			$	953					$	806
Software & Control (b)			629						529
Lifecycle Services (c)			523						546
Total sales (d)			$	2,105					$	1,881
Segment operating earnings (1)
Intelligent Devices (e)			$	165					$	120
Software & Control (f)			196						133
Lifecycle Services (g)			74						68
Total segment operating earnings (2) (h)			435						321
Purchase accounting depreciation and amortization			(32)						(35)
Corporate and other			(30)						(35)
Non-operating pension and postretirement benefit credit			3						—
Net legacy asbestos and environmental charges (3)			(1)						(3)
Cost associated with dissolution of Sensia			(4)						—
Interest expense, net			(29)						(35)
Income before income taxes (i)			342						213
Income tax provision			(40)						(35)
Net income			302						178
Net loss attributable to noncontrolling interests			(3)						(6)
Net income attributable to Rockwell Automation			$	305					$	184
Diluted EPS			$	2.69					$	1.61
Adjusted EPS (4)			$	2.75					$	1.85
Diluted weighted average outstanding shares			112.9						113.5
Pre-tax margin (i/d)			16.2		%				11.3		%
Intelligent Devices segment operating margin (e/a)			17.3		%				14.9		%
Software & Control segment operating margin (f/b)			31.2		%				25.1		%
Lifecycle Services segment operating margin (g/c)			14.1		%				12.5		%
Total segment operating margin (2) (h/d)			20.7		%				17.1		%

(1) See Note 15 in the Consolidated Financial Statements for the definition of segment operating earnings.

(2) Total segment operating earnings and total segment operating margin are non-GAAP financial measures. We exclude purchase accounting depreciation and amortization, corporate and other, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

(3) Legacy asbestos and environmental charges were previously included in Corporate and other. Three months ended December 31, 2024 has been recast to conform to current year presentation.

(4) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

Three Months Ended December 31, 2025, Compared to Three Months Ended December 31, 2024

Sales

Sales increased 12 percent year over year in the three months ended December 31, 2025. Organic sales increased 10 percent year over year in the three months ended December 31, 2025. Currency translation increased sales by 2 percent in the three months ended December 31, 2025. Volume increased total company sales by approximately 7 percent year over year in the three months ended December 31, 2025, driven by the Software & Control and Intelligent Devices segments. Pricing increased total company sales by approximately 3 percent year over year in the three months ended December 31, 2025, driven by the Intelligent Devices segment.

The table below presents our sales, attributed to the geographic regions based upon country of destination, and the percentage change from the same period a year ago (in millions, except percentages):

									Change vs.						Change in Organic Sales (1) vs.
			Three Months Ended December 31, 2025						Three Months Ended December 31, 2024						Three Months Ended December 31, 2024
North America			$	1,339					16		%				16		%
Europe, Middle East, and Africa			372						12		%				4		%
Asia Pacific			255						2		%				2		%
Latin America			139						(6)		%				(12)		%
Total Company Sales			$	2,105					12		%				10		%

(1) Organic sales and organic sales growth exclude the effect of acquisitions, changes in currency exchange rates, and divestitures. See Supplemental Sales Information for information on these non-GAAP measures.

Corporate and Other

Corporate and other expenses were $30 million in the three months ended December 31, 2025, compared to $35 million in the three months ended December 31, 2024.

Income before Income Taxes

Income before income taxes increased to $342 million in the three months ended December 31, 2025, from $213 million in the three months ended December 31, 2024. Pre-tax margin was 16.2% in the first quarter of 2026 compared to 11.3% in the first quarter of 2025. Total segment operating earnings increased to $435 million in the three months ended December 31, 2025, from $321 million in the three months ended December 31, 2024. Total segment operating margin in the first quarter of 2026 was 20.7% compared to 17.1% in the first quarter of 2025. Pre-tax margin and total segment operating margin increased primarily due to higher sales volume, positive impact of price realization exceeding input costs, including productivity, and favorable mix, partially offset by higher compensation.

Income Taxes

The effective tax rate for the three months ended December 31, 2025, was 11.7 percent compared to 16.4 percent for the three months ended December 31, 2024. The decrease in the effective tax rate was primarily due to higher discrete tax benefits, including a tax benefit related to the anticipated dissolution of the Sensia joint venture, and excess income tax benefits on share-based compensation. Our Adjusted Effective Tax Rate for the three months ended December 31, 2025, was 17.3 percent compared to 17.7 percent for the three months ended December 31, 2024.

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. The enactment of this regulation applies beginning this fiscal year, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. Furthermore, the side-by-side agreement released by the OECD on January 5, 2026, has not altered the anticipated increase in our effective tax rate.

Diluted EPS and Adjusted EPS

Fiscal 2026 first quarter Net income attributable to Rockwell Automation was $305 million or $2.69 per share, compared to $184 million or $1.61 per share in the first quarter of fiscal 2025. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax margin and a lower effective tax rate. Adjusted EPS was $2.75 in the first quarter of 2026, up 49 percent compared to $1.85 in the first quarter of 2025, primarily due to higher segment operating margin.

Intelligent Devices

Sales

Intelligent Devices sales increased 18 percent year over year in the three months ended December 31, 2025. Organic sales increased 16 percent year over year, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported sales increased in all regions, except for Latin America, and organic sales increased in North America and Asia-Pacific, while decreasing in Latin America and Europe, Middle East, and Africa.

Segment Operating Margin

Intelligent Devices segment operating earnings increased 38 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 17.3 percent in the three months ended December 31, 2025, from 14.9 percent in the same period a year ago, primarily due to higher sales volume, partially offset by the effects of currency translation and higher compensation.

Software & Control

Sales

Software & Control sales increased 19 percent year over year in the three months ended December 31, 2025. Organic sales increased 17 percent year over year, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported and organic sales increased in all regions.

Segment Operating Margin

Software & Control segment operating earnings increased 47 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 31.2 percent in the three months ended December 31, 2025, from 25.1 percent in the same period a year ago, primarily due to higher sales volume, partially offset by higher compensation.

Lifecycle Services

Sales

Lifecycle Services sales decreased 4 percent year over year in the three months ended December 31, 2025. Organic sales decreased 6 percent, and the effects of currency translation increased sales by 2 percent year over year in the three months ended December 31, 2025. For the three months ended December 31, 2025, reported and organic sales decreased in all regions, except Europe, Middle East and Africa.

Segment Operating Margin

Lifecycle Services segment operating earnings increased 9 percent year over year in the three months ended December 31, 2025. Segment operating margin increased to 14.1 percent in the three months ended December 31, 2025, from 12.5 percent in the same period a year ago, primarily due to productivity and project execution, partially offset by lower sales volume and higher compensation.

Supplemental Segment Information

Purchase accounting depreciation and amortization and non-operating pension and postretirement benefit credit are not allocated to our operating segments because these costs are excluded from our measurement of each segment's operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):

			Three Months Ended December 31,
			2025						2024
Purchase accounting depreciation and amortization
Intelligent Devices			$	10					$	9
Software & Control			17						17
Lifecycle Services			5						9
Non-operating pension and postretirement benefit credit
Intelligent Devices			$	(1)					$	—
Software & Control			(1)						—
Lifecycle Services			(2)						(1)

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

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, net legacy asbestos and environmental charges, cost and tax items associated with dissolution of Sensia attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost, net of tax, and tax items associated with the anticipated dissolution of the Sensia joint venture attributable to Rockwell Automation. We recognized these costs and tax items in fiscal 2026 in conjunction with a fiscal 2025 decision by the partners to pursue dissolution, which is expected to close on April 1, 2026. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net Income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):

			Three Months Ended December 31,
			2025						2024
Net income attributable to Rockwell Automation			$	305					$	184
Non-operating pension and postretirement benefit credit			(3)						—
Tax effect of non-operating pension and postretirement credit			1						—
Purchase accounting depreciation and amortization attributable to Rockwell Automation			31						33
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation			(7)						(8)
Net legacy asbestos and environmental charges			1						3
Tax effect of legacy asbestos and environmental charges			—						(1)
Cost associated with dissolution of Sensia attributable to Rockwell Automation			3						—
Tax effects associated with dissolution of Sensia attributable to Rockwell Automation			$	(20)					$	—
Adjusted Income			$	311					$	211
Diluted EPS			$	2.69					$	1.61
Non-operating pension and postretirement benefit credit, net of tax			(0.02)						—
Purchase accounting depreciation and amortization attributable to Rockwell Automation, net of tax			0.22						0.22
Net legacy asbestos and environmental charges, net of tax			0.01						0.02
Cost, net of tax, and tax items associated with dissolution of Sensia attributable to Rockwell Automation			(0.15)						—
Adjusted EPS			$	2.75					$	1.85
Effective tax rate			11.7		%				16.4		%
Tax effect of non-operating pension and postretirement benefit credit			(0.2)		%				—		%
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation			0.9		%				1.1		%
Tax effect of net legacy asbestos and environmental charges			(0.1)		%				0.2		%
Tax effect associated with dissolution of Sensia attributable to Rockwell Automation			5.0		%				—		%
Adjusted Effective Tax Rate			17.3		%				17.7		%

Financial Condition

The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Consolidated Statement of Cash Flows (in millions):

			Three Months Ended December 31,
			2025						2024
Cash provided by (used for)
Operating activities			$	234					$	364
Investing activities			(69)						(83)
Financing activities			(153)						(254)
Effect of exchange rate changes on cash			3						(27)
Increase in cash, cash equivalents, and cash included in assets held for sale			$	15					$	—

The following table summarizes free cash flow, which is a non-GAAP financial measure (in millions):

			Three Months Ended December 31,
			2025						2024
Cash provided by operating activities			$	234					$	364
Capital expenditures			(64)						(71)
Free cash flow			$	170					$	293

Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.

Cash provided by operating activities was $234 million for the three months ended December 31, 2025, compared to $364 million for the three months ended December 31, 2024. Free cash flow was $170 million for the three months ended December 31, 2025, compared to $293 million for the three months ended December 31, 2024. The year over year decreases in cash provided by operating activities and free cash flow were primarily due to the payout of incentive compensation in the first quarter of fiscal 2026 related to fiscal 2025 performance while no incentive compensation was paid in fiscal 2025 related to fiscal 2024 performance, and increases in working capital, partially offset by higher pre-tax income.

Our Short-term debt as of December 31, 2025, included commercial paper borrowings of $671 million, with a weighted average interest rate of 3.89 percent, and a weighted average maturity period of 32 days. Our Short-term debt as of September 30, 2025, included commercial paper borrowings of $522 million, with a weighted average interest rate of 4.24 percent, and a weighted average maturity period of 16 days. Included in Current portion of long-term debt as of December 31, 2025, was $62 million related to the purchase of the Mequon facility in January 2026, referenced in Note 1 in the Consolidated Financial Statements.

In December 2022, Sensia entered into an unsecured $75 million line of credit. There were no borrowings outstanding under the line of credit as of December 31, 2025, as the credit line matured and closed and outstanding debt was settled with loans from the joint venture partners. As of September 30, 2025, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.18 percent. Also included in Short-term debt as of December 31, 2025, were the following interest-bearing loans from Schlumberger (SLB) to Sensia: $42 million due October 15, 2026, $14 million which in February 2026 was extended to be due June 15, 2026, and $33 million entered into in December 2025, and due June 10, 2026. As of September 30, 2025, the $14 million of interest-bearing loans and $42 million of interest-bearing loans were included in Short-term debt and Long-term debt, respectively. Pursuant to the separation agreement referenced in Note 1 in the Consolidated Financial Statements, all intercompany debt will be settled by the joint venture parents upon dissolution.

We repurchased approximately 0.4 million shares of our common stock under our share repurchase program in the first three months of 2026. The total cost of these shares was $154 million, of which $2 million was recorded in Accounts payable at December 31, 2025, related to shares that did not settle until January 2026. Excise tax of $1 million was paid during the three months ended December 31, 2024, related to our 2023 share repurchases. At September 30, 2025, there were $1 million of outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 0.4 million shares of our common stock under our share repurchase program in the first three months of 2025. The total cost of these shares was $99 million, of which $1 million was recorded in Accounts payable at December 31, 2024, related to shares that did not settle until January 2025. Our decision to repurchase shares in the remainder of 2026 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. At December 31, 2025, we had approximately $773 million remaining for share repurchases under our existing board authorization. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

We expect future uses of cash to include capital expenditures, working capital requirements, dividends to shareowners, repurchases of common stock, repayments of debt, additional contributions to our retirement plans, and acquisitions of businesses and other inorganic investments. We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings, or new issuances of debt or other securities. In addition, we have access to unsecured credit facilities with various banks.

At December 31, 2025, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to allocate capital resources among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.

In November 2025, we replaced our former $1.5 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in November 2030. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the quarter ended December 31, 2025, or against our prior credit facility during the quarter ended September 30, 2025. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA for the preceding four quarters to consolidated interest expense for the same period.

Among other uses, we can draw on our credit facility as a standby liquidity facility to repay our outstanding commercial paper as it matures. This access to funds to repay maturing commercial paper is an important factor in maintaining the short-term credit ratings set forth in the table below. Under our current policy with respect to these ratings, we expect to limit our other borrowings under our credit facility, if any, to amounts that would leave enough credit available under the facility so that we could borrow, if needed, to repay all of our then outstanding commercial paper as it matures.

Separate short-term unsecured credit facilities of approximately $276 million at December 31, 2025, were available to non-U.S. subsidiaries, of which, approximately $35 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at December 31, 2025, and September 30, 2025, were not significant. We were in compliance with all covenants under our credit facilities at December 31, 2025, and September 30, 2025. There are no significant commitment fees or compensating balance requirements under our credit facilities.

The following is a summary of our credit ratings as of February 5, 2026:

Credit Rating Agency						Short-Term Rating						Long-Term Rating						Outlook
Standard & Poor’s						A-2						A-						Stable
Moody’s						P-2						A3						Stable
Fitch Ratings						F1						A						Stable

Our ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of our credit ratings and market conditions. We have not experienced any difficulty in accessing the commercial paper market. If our access to the commercial paper market is adversely affected due to a change in market conditions or otherwise, we would expect to rely on a combination of available cash and our unsecured committed credit facility to provide short-term funding. In such event, the cost of borrowings under our unsecured committed credit facility could be higher than the cost of commercial paper borrowings.

We regularly monitor the third-party depository institutions that hold our cash and cash equivalents and short-term investments. We diversify our cash and cash equivalents and short-term investments among counterparties to minimize exposure to any one of these entities.

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three months ended December 31, 2025, we reclassified $1 million in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. Pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations were not significant during the three months ended December 31, 2024. As of December 31, 2025, we expect that approximately $9 million of pre-tax net unrealized losses on cash flow hedges will be reclassified into earnings during the next 12 months.

Information with respect to our contractual cash obligations is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Supplemental Sales Information

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.

The following is a reconciliation of reported sales to organic sales by geographic region (in millions):

			Three Months Ended December 31, 2025																		Three Months Ended December 31, 2024
			Reported Sales												Effect of Changes in Currency												Organic Sales						Reported Sales
North America			$	1,339											$	1											$	1,338					$	1,150
Europe, Middle East, and Africa			372												26												346						332
Asia Pacific			255												(1)												256						251
Latin America			139												9												130						148
Total Company Sales			$	2,105											$	35											$	2,070					$	1,881

The following is a reconciliation of reported sales to organic sales by operating segment (in millions):

			Three Months Ended December 31, 2025																		Three Months Ended December 31, 2024
			Reported Sales												Effect of Changes in Currency												Organic Sales						Reported Sales
Intelligent Devices			$	953											$	16											$	937					$	806
Software & Control			629												10												619						529
Lifecycle Services			523												9												514						546
Total Company Sales			$	2,105											$	35											$	2,070					$	1,881

Critical Accounting Estimates

We have prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and revenues and expenses during the periods reported. These estimates are based on our best judgment about current and future conditions, but actual results could differ from those estimates. Information with respect to accounting estimates that are the most critical to the understanding of our financial statements as they could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Environmental Matters

Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 17 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended September 30, 2025. We believe that at December 31, 2025, there has been no material change to this information.

Recent Accounting Pronouncements

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