UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2017June 30, 2023
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______
Commission file number 1-12383

Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)

Delaware25-1797617
(State or other jurisdiction

of incorporation or organization)
(I.R.S. Employer

Identification No.)
1201 South Second Street
Milwaukee, Wisconsin

Milwaukee,Wisconsin53204
(Address of principal executive offices)(Zip Code)
+1 (414) 382-2000
(Registrant’s telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($1.00 par value)ROKNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated FilerfilerAccelerated Filer
Non-accelerated Filerfiler (Do not check if smallerSmaller reporting company)companySmaller Reporting Company
Emerging Growth Companygrowth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No  ☑
127,784,810114,860,091 shares of registrant’s Common Stock $1.00 par value, were outstanding on December 31, 2017.June 30, 2023.




Table of Contents
ROCKWELL AUTOMATION, INC.


INDEX
 
Page No.
Page No.





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3

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

ROCKWELL AUTOMATION, INC.

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions, except per share amounts)



December 31,
2017
 September 30,
2017
June 30,
2023
September 30,
2022
ASSETSASSETSASSETS
Current assets:   
Current assetsCurrent assets
Cash and cash equivalents$1,547.0
 $1,410.9
Cash and cash equivalents$443.5 $490.7 
Short-term investments1,100.5
 1,124.6
Receivables1,149.9
 1,135.5
Receivables2,245.0 1,736.7 
Inventories570.8
 558.7
Inventories1,435.2 1,054.2 
Other current assets165.7
 191.0
Other current assets277.4 329.1 
Total current assets4,533.9
 4,420.7
Total current assets4,401.1 3,610.7 
Property, net of accumulated depreciation of $1,534.8 and $1,511.9, respectively565.8
 583.9
Property, net of accumulated depreciation of $1,798.6 and $1,702.3, respectivelyProperty, net of accumulated depreciation of $1,798.6 and $1,702.3, respectively654.1 586.5 
Operating lease right-of-use assetsOperating lease right-of-use assets318.1 321.0 
Goodwill1,082.3
 1,077.7
Goodwill3,700.9 3,524.0 
Other intangible assets, net234.0
 238.0
Other intangible assets, net883.1 902.0 
Deferred income taxes334.8
 443.6
Deferred income taxes360.9 384.3 
Long-term investmentsLong-term investments1,002.0 1,056.0 
Other assets407.9
 397.8
Other assets423.1 374.2 
Total$7,158.7
 $7,161.7
Total$11,743.3 $10,758.7 
LIABILITIES AND SHAREOWNERS’ EQUITYLIABILITIES AND SHAREOWNERS’ EQUITYLIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities:   
Current liabilitiesCurrent liabilities
Short-term debt$840.0
 $350.4
Short-term debt$278.5 $359.3 
Current portion of long-term debt
 250.0
Current portion of long-term debt608.3 609.1 
Accounts payable582.2
 623.2
Accounts payable1,009.1 1,028.0 
Compensation and benefits194.3
 272.6
Compensation and benefits365.6 292.7 
Advance payments from customers and deferred revenue267.5
 240.6
Contract liabilitiesContract liabilities621.2 507.0 
Customer returns, rebates and incentives176.8
 188.8
Customer returns, rebates and incentives462.3 373.1 
Other current liabilities225.8
 220.2
Other current liabilities577.1 403.0 
Total current liabilities2,286.6
 2,145.8
Total current liabilities3,922.1 3,572.2 
Long-term debt1,239.3
 1,243.4
Long-term debt2,866.9 2,867.8 
Retirement benefits880.6
 892.5
Retirement benefits517.2 471.2 
Operating lease liabilitiesOperating lease liabilities256.6 263.5 
Other liabilities596.0
 216.4
Other liabilities558.3 567.3 
Commitments and contingent liabilities (Note 11)
 
Shareowners’ equity:   
Commitments and contingent liabilities (Note 13)Commitments and contingent liabilities (Note 13)
Shareowners’ equityShareowners’ equity
Common stock ($1.00 par value, shares issued: 181.4)181.4
 181.4
Common stock ($1.00 par value, shares issued: 181.4)181.4 181.4 
Additional paid-in capital1,642.9
 1,638.0
Additional paid-in capital2,078.2 2,007.1 
Retained earnings5,759.7
 6,103.4
Retained earnings8,952.2 8,411.8 
Accumulated other comprehensive loss(1,175.7) (1,179.2)Accumulated other comprehensive loss(725.5)(917.5)
Common stock in treasury, at cost (shares held: December 31, 2017, 53.6; September 30, 2017, 53.0)(4,252.1) (4,080.0)
Common stock in treasury, at cost (shares held: 66.5 and 66.2, respectively)Common stock in treasury, at cost (shares held: 66.5 and 66.2, respectively)(7,143.1)(6,957.2)
Shareowners’ equity attributable to Rockwell Automation, Inc.Shareowners’ equity attributable to Rockwell Automation, Inc.3,343.2 2,725.6 
Noncontrolling interestsNoncontrolling interests279.0 291.1 
Total shareowners’ equity2,156.2
 2,663.6
Total shareowners’ equity3,622.2 3,016.7 
Total$7,158.7
 $7,161.7
Total$11,743.3 $10,758.7 
See Notes to Condensed Consolidated Financial Statements.

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4

ROCKWELL AUTOMATION, INC.


CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)


Three Months Ended
December 31,
Three Months Ended
June 30,
Nine Months Ended
June 30,
2017 2016 2023202220232022
Sales   Sales
Products and solutions$1,412.5
 $1,330.2
Products and solutions$2,031.8 $1,768.4 $5,891.4 $5,063.6 
Services174.1
 160.1
Services206.9 200.3 603.7 570.5 
1,586.6
 1,490.3
2,238.7 1,968.7 6,495.1 5,634.1 
Cost of sales   Cost of sales
Products and solutions(783.2) (747.1)Products and solutions(1,189.9)(1,042.7)(3,440.9)(3,061.8)
Services(106.3) (100.9)Services(133.4)(123.6)(392.7)(356.7)
(889.5) (848.0)(1,323.3)(1,166.3)(3,833.6)(3,418.5)
Gross profit697.1
 642.3
Gross profit915.4 802.4 2,661.5 2,215.6 
Selling, general and administrative expenses(389.3) (370.0)Selling, general and administrative expenses(501.4)(442.0)(1,472.1)(1,318.0)
Other income10.0
 4.0
Change in fair value of investmentsChange in fair value of investments85.7 (5.2)289.3 (138.3)
Other income (expense) (Note 11)Other income (expense) (Note 11)6.5 19.8 (83.3)(1.0)
Interest expense(20.0) (18.7)Interest expense(34.4)(30.8)(104.3)(90.5)
Income before income taxes297.8
 257.6
Income before income taxes471.8 344.2 1,291.1 667.8 
Income tax provision(534.2) (42.9)
Net (loss) income$(236.4) $214.7
(Loss) Earnings per share:   
Income tax provision (Note 14)Income tax provision (Note 14)(73.1)(49.4)(218.8)(84.7)
Net incomeNet income398.7 294.8 1,072.3 583.1 
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests(1.5)(3.1)(12.2)(10.2)
Net income attributable to Rockwell Automation, Inc.Net income attributable to Rockwell Automation, Inc.$400.2 $297.9 $1,084.5 $593.3 
Earnings per share:Earnings per share:
Basic$(1.84) $1.67
Basic$3.47 $2.56 $9.41 $5.10 
Diluted$(1.84) $1.65
Diluted$3.45 $2.55 $9.34 $5.06 
Cash dividends per share$0.835
 $0.76
Weighted average outstanding shares:   Weighted average outstanding shares:
Basic128.2
 128.3
Basic114.8 116.0 114.8 116.1 
Diluted128.2
 129.7
Diluted115.6 116.5 115.6 116.9 
See Notes to Condensed Consolidated Financial Statements.

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4

ROCKWELL AUTOMATION, INC.


CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(in millions)

 Three Months Ended
December 31,
 2017 2016
Net (loss) income$(236.4) $214.7
Other comprehensive income (loss), net of tax:   
Pension and other postretirement benefit plan adjustments (net of tax expense of $7.4 and $12.8)20.2
 24.5
Currency translation adjustments(16.1) (86.2)
Net change in unrealized gains and losses on cash flow hedges (net of tax (benefit) expense of ($0.3) and $4.0)0.5
 11.6
Net change in unrealized gains and losses on available-for-sale investments (net of tax benefit of $0.3 and $0.0)(1.1) 
Other comprehensive income (loss)3.5
 (50.1)
Comprehensive (loss) income$(232.9) $164.6
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Net income$398.7 $294.8 $1,072.3 $583.1 
Other comprehensive income (loss)
Pension and other postretirement benefit plan adjustments (net of tax (expense) benefit of $(12.8), $22.3, $(22.6), and $(49.6))41.3 (72.9)72.0 131.4 
Currency translation adjustments35.5 (62.0)146.6 (91.3)
Net change in cash flow hedges (net of tax benefit (expense) of $2.1, $(4.0), $10.6, and $(7.2))(5.7)10.3 (26.5)19.6 
Other comprehensive income (loss)71.1 (124.6)192.1 59.7 
Comprehensive income469.8 170.2 1,264.4 642.8 
Comprehensive loss attributable to noncontrolling interests(1.0)(3.3)(12.1)(10.1)
Comprehensive income attributable to Rockwell Automation, Inc.$470.8 $173.5 $1,276.5 $652.9 
See Notes to Condensed Consolidated Financial Statements.


5
6

ROCKWELL AUTOMATION, INC.


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)

Nine Months Ended
June 30,
Three Months Ended
December 31,
20232022
2017 2016
Operating activities:   Operating activities:
Net (loss) income$(236.4) $214.7
Adjustments to arrive at cash provided by operating activities:   
Net incomeNet income$1,072.3 $583.1 
Adjustments to arrive at cash provided by operating activitiesAdjustments to arrive at cash provided by operating activities
Depreciation32.5
 32.5
Depreciation95.2 93.6 
Amortization of intangible assets7.1
 7.9
Amortization of intangible assets86.8 84.6 
Change in fair value of investmentsChange in fair value of investments(289.3)138.3 
Share-based compensation expense8.6
 10.7
Share-based compensation expense65.0 48.8 
Retirement benefit expense28.3
 43.0
Retirement benefit expense118.5 61.7 
Net loss on disposition of propertyNet loss on disposition of property0.8 0.4 
Pension contributions(11.6) (13.5)Pension contributions(18.5)(23.1)
Net loss on disposition of property
 0.3
Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments:
   
Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments
Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments
Receivables(18.4) 6.0
Receivables(415.2)(326.1)
Inventories(19.2) (27.9)Inventories(309.9)(206.2)
Accounts payable(36.8) (10.4)Accounts payable(74.6)118.5 
Advance payments from customers and deferred revenue27.9
 16.8
Contract liabilitiesContract liabilities119.8 96.8 
Compensation and benefits(77.0) 22.4
Compensation and benefits74.9 (114.9)
Income taxes508.0
 22.3
Income taxes(49.2)(202.6)
Other assets and liabilities(0.3) (14.0)Other assets and liabilities58.5 70.8 
Cash provided by operating activities212.7
 310.8
Cash provided by operating activities535.1 423.7 
   
Investing activities:   Investing activities:
Capital expenditures(34.1) (39.4)Capital expenditures(97.3)(100.3)
Acquisition of businesses, net of cash acquired(9.9) (1.1)Acquisition of businesses, net of cash acquired(168.0)(16.5)
Purchases of investments(275.2) (191.3)Purchases of investments(5.2)(48.5)
Proceeds from maturities of investments234.5
 193.9
Proceeds from sale of investments51.5
 
Proceeds from sale of investments355.2 66.0 
Proceeds from sale of property0.2
 0.3
Cash used for investing activities(33.0) (37.6)
   
Other investing activitiesOther investing activities3.9 0.1 
Cash provided by (used for) investing activitiesCash provided by (used for) investing activities88.6 (99.2)
Financing activities:   Financing activities:
Net issuance (repayment) of short-term debt489.6
 (40.0)
Repayment of long-term debt(250.0) 
Net (repayment) issuance of short-term debtNet (repayment) issuance of short-term debt(74.1)301.8 
Repayment of short-term debtRepayment of short-term debt(18.8)(210.0)
Cash dividends(107.3) (97.5)Cash dividends(406.9)(390.4)
Purchases of treasury stock(190.8) (82.0)Purchases of treasury stock(257.1)(218.5)
Proceeds from the exercise of stock options30.1
 67.6
Proceeds from the exercise of stock options75.4 46.1 
Other financing activities1.8
 
Other financing activities(27.7)(7.5)
Cash used for financing activities(26.6) (151.9)Cash used for financing activities(709.2)(478.5)
   
Effect of exchange rate changes on cash(17.0) (53.1)Effect of exchange rate changes on cash29.7 (25.3)
   
Increase in cash and cash equivalents136.1
 68.2
Cash and cash equivalents at beginning of period1,410.9
 1,526.4
Cash and cash equivalents at end of period$1,547.0
 $1,594.6
Decrease in cash, cash equivalents, and restricted cashDecrease in cash, cash equivalents, and restricted cash(55.8)(179.3)
Cash, cash equivalents, and restricted cash at beginning of periodCash, cash equivalents, and restricted cash at beginning of period507.9 679.4 
Cash, cash equivalents, and restricted cash at end of periodCash, cash equivalents, and restricted cash at end of period$452.1 $500.1 
Components of cash, cash equivalents, and restricted cashComponents of cash, cash equivalents, and restricted cash
Cash and cash equivalentsCash and cash equivalents$443.5 $482.9 
Restricted cash, current (Other current assets)Restricted cash, current (Other current assets)8.6 8.6 
Restricted cash, noncurrent (Other assets)Restricted cash, noncurrent (Other assets)— 8.6 
Total cash, cash equivalents, and restricted cashTotal cash, cash equivalents, and restricted cash$452.1 $500.1 
See Notes to Condensed Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY
(Unaudited)
(in millions, except per share amounts)
Common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossCommon stock in treasury, at costTotal attributable to Rockwell Automation, Inc.Noncontrolling interestsTotal shareowners' equity
Balance at March 31, 2023$181.4 $2,049.0 $8,824.2 $(796.1)$(7,103.0)$3,155.5 $280.0 $3,435.5 
Net income (loss)— — 400.2 — — 400.2 (1.5)398.7 
Other comprehensive income— — — 70.6 — 70.6 0.5 71.1 
Common stock issued (including share-based compensation impact)— 29.2 — — 22.2 51.4 — 51.4 
Share repurchases— — — — (62.3)(62.3)— (62.3)
Cash dividends declared (1)
— — (272.2)— — (272.2)— (272.2)
Balance at June 30, 2023$181.4 $2,078.2 $8,952.2 $(725.5)$(7,143.1)$3,343.2 $279.0 $3,622.2 
Common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossCommon stock in treasury, at costTotal attributable to Rockwell Automation, Inc.Noncontrolling interestsTotal shareowners' equity
Balance at March 31, 2022$181.4 $1,967.3 $8,035.1 $(833.1)$(6,718.5)$2,632.2 $297.7 $2,929.9 
Net income (loss)— — 297.9 — — 297.9 (3.1)294.8 
Other comprehensive loss— — — (124.4)— (124.4)(0.2)(124.6)
Common stock issued (including share-based compensation impact)— 18.6 — — 3.2 21.8 — 21.8 
Share repurchases— — — — (176.1)(176.1)— (176.1)
Cash dividends declared (1)
— — (260.2)— — (260.2)— (260.2)
Balance at June 30, 2022$181.4 $1,985.9 $8,072.8 $(957.5)$(6,891.4)$2,391.2 $294.4 $2,685.6 
(1) Cash dividends were $2.36 per share and $2.24 per share in the three months ended June 30, 2023 and 2022, respectively.
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Table of Contents
Common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossCommon stock in treasury, at costTotal attributable to Rockwell Automation, Inc.Noncontrolling interestsTotal shareowners' equity
Balance at September 30, 2022$181.4 $2,007.1 $8,411.8 $(917.5)$(6,957.2)$2,725.6 $291.1 $3,016.7 
Net income (loss)— — 1,084.5 — — 1,084.5 (12.2)1,072.3 
Other comprehensive income— — — 192.0 — 192.0 0.1 192.1 
Common stock issued (including share-based compensation impact)— 71.1 — — 70.9 142.0 — 142.0 
Share repurchases— — — — (256.8)(256.8)— (256.8)
Cash dividends declared (1)
— — (544.1)— — (544.1)— (544.1)
Balance at June 30, 2023$181.4 $2,078.2 $8,952.2 $(725.5)$(7,143.1)$3,343.2 $279.0 $3,622.2 
Common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossCommon stock in treasury, at costTotal attributable to Rockwell Automation, Inc.Noncontrolling interestsTotal shareowners' equity
Balance at September 30, 2021$181.4 $1,933.6 $8,000.4 $(1,017.1)$(6,708.7)$2,389.6 $304.5 $2,694.1 
Net income (loss)— — 593.3 — — 593.3 (10.2)583.1 
Other comprehensive income— — — 59.6 — 59.6 0.1 59.7 
Common stock issued (including share-based compensation impact)— 52.3 — — 42.8 95.1 — 95.1 
Share repurchases— — — — (225.5)(225.5)— (225.5)
Cash dividends declared (1)
— — (520.9)— — (520.9)— (520.9)
Balance at June 30, 2022$181.4 $1,985.9 $8,072.8 $(957.5)$(6,891.4)$2,391.2 $294.4 $2,685.6 
(1) Cash dividends were $4.72 per share and $4.48 per share in the nine months ended June 30, 2023 and 2022, respectively.
See Notes to Consolidated Financial Statements.
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Table of Contents
ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)





1. Basis of Presentation and Accounting Policies
In the opinion of management of Rockwell Automation, Inc. ("Rockwell Automation" or "the Company"), the unaudited Condensed Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. The results of operations for the three-month period and nine months ended December 31, 2017,June 30, 2023, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.
Receivables
We record an allowance for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are statedrecorded net of an allowance for doubtful accounts of $24.1 million at December 31, 2017, and $24.9$17.4 million at June 30, 2023, and $13.1 million at September 30, 2017.2022. In addition, receivables are statedrecorded net of an allowance for certain customer returns, rebates, and incentives of $16.5$14.6 million at December 31, 2017,June 30, 2023, and $11.9$13.9 million at September 30, 2017.2022. The changes to our allowance for doubtful accounts during the three and nine months ended June 30, 2023 and 2022, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.
Earnings Per Share
The following table reconciles basic and diluted (loss) earnings per share (EPS) amounts (in millions, except per share amounts):
Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Net income attributable to Rockwell Automation, Inc.$400.2 $297.9 $1,084.5 $593.3 
Less: Allocation to participating securities(1.7)(1.0)(4.6)(1.9)
Net income available to common shareowners$398.5 $296.9 $1,079.9 $591.4 
Basic weighted average outstanding shares114.8 116.0 114.8 116.1 
Effect of dilutive securities
Stock options0.7 0.5 0.7 0.8 
Performance shares0.1 — 0.1 — 
Diluted weighted average outstanding shares115.6 116.5 115.6 116.9 
Earnings per share:
Basic$3.47 $2.56 $9.41 $5.10 
Diluted$3.45 $2.55 $9.34 $5.06 
 Three Months Ended
December 31,
 2017 2016
Net (loss) income$(236.4) $214.7
Less: Allocation to participating securities0.2
 (0.2)
Net (loss) income available to common shareowners$(236.2) $214.5
Basic weighted average outstanding shares128.2
 128.3
Effect of dilutive securities   
Stock options
 1.2
Performance shares
 0.2
Diluted weighted average outstanding shares128.2
 129.7
(Loss) Earnings per share:   
Basic$(1.84) $1.67
Diluted$(1.84) $1.65
For the three and nine months ended December 31, 2017, 2.8June 30, 2023, there were 0.4 million potential commonand 0.5 million shares, respectively, related to share-based compensation awards were excluded from the diluted EPS calculation because we recorded a net loss from continuing operations. Of these shares, 1.9 million would have been included in the calculation had we recorded net income from continuing operations in the first quarter of fiscal 2018. For the three months ended December 31, 2016, 1.0 million shares related to share-based compensation awardsthat were excluded from the diluted EPS calculation because they were antidilutive. For the three and nine months ended June 30, 2022, there were 0.6 million and 0.4 million shares, respectively, related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.
Non-Cash Investing and Financing Activities
Capital expenditures of $13.0$42.5 million and $12.9$15.5 million were accrued within accountsAccounts payable and otherOther current liabilities at December 31, 2017June 30, 2023 and 2016,2022, respectively. At December 31, 2017June 30, 2023 and 2016,2022, respectively, there were $17.8$0.8 million and $4.5$8.8 million respectively, of outstanding common stock share repurchases recorded in accountsAccounts payable that did not settle until the next fiscal quarter. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Condensed Consolidated Statement of Cash Flows.


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ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


1. Basis of Presentation and Accounting Policies (continued)

RecentRecently Adopted Accounting Pronouncements
In March 2017,October 2021, the Financial Accounting Standards Board (FASB) issued a new standard that requires companies to apply Accounting Standards Codification (ASC) 606 to recognize and measure contract assets and contract liabilities in a business combination. We retroactively adopted the new standard as of October 1, 2021. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
In September 2022, the FASB issued a new standard, regarding the presentation of net periodic pension and postretirement benefit costs. This standardwhich requires the service cost componentbuyer in a supplier finance program to be reporteddisclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the income statementfinancial statements outstanding amounts are presented. We will expand our disclosures when we adopt this standard in the same line item asfirst quarter of 2024.
We do not expect any other compensation costs arising from services rendered by the related employees during the period. The other components of net periodic benefit cost are requiredrecently issued accounting pronouncements to be presented separately from the service cost component in eitherhave a separate line item or within another appropriate line item with disclosure of where those costs are recorded. This standard also requires that only the service cost component is eligible for capitalization, when applicable. This standard is effective for us for reporting periods starting October 1, 2018. We are currently evaluating thematerial impact the adoption of this standard will have on our consolidated financial statementsConsolidated Financial Statements and related disclosures.
In February 2016, the FASB issued a new standard on accounting for leases that requires lessees to recognize right-of-use assets
2. Revenue Recognition
Nature of Products and lease liabilities for most leases, among other changes to existing lease accounting guidance. The new standard also requires additional qualitative and quantitative disclosures about leasing activities. This standardServices
Substantially all of our revenue is effective for us for reporting periods beginning October 1, 2019. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements and related disclosures.
In May 2014, the FASB issued a new standard on revenue recognition related tofrom contracts with customers. This standard supersedes nearly all existing revenue recognition guidance and involves a five-step principles-based approach to recognizing revenue. The underlying principle is toWe recognize revenue whenas promised goodsproducts are transferred to, or services are transferred toperformed for, customers in an amount that reflects the consideration that is expectedto which we expect to be receivedentitled in exchange for those goods orproducts and services. Our offerings consist of industrial automation and information products, solutions, and services.
Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.
Our operations are comprised of the Intelligent Devices segment, the Software & Control segment, and the Lifecycle Services segment. Revenue from the Intelligent Devices and Software & Control segments is predominantly comprised of product sales, which are recognized at a point in time. The new standard willSoftware & Control segment also require additional qualitativecontains revenue from software products, which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and quantitative disclosures aboutservices, which are primarily recognized over time. See Note 15 for more information.
Unfulfilled Performance Obligations
As of June 30, 2023, we expect to recognize approximately $1,126 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers, significant judgments made in applyingcustomers. We expect to recognize revenue of approximately $716 million from our remaining performance obligations over the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. We will adopt this new standard under the modified retrospective method in the first quarter of fiscal 2019,next 12 months with the cumulative effect of initially applying the guidanceremaining balance recognized in retained earnings at the adoption date.thereafter.
We have established a project planapplied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and a cross-functional implementation team(ii) contracts for which we recognize revenue in proportion to adopt the new revenue standard. We are inamount we have the process of identifying and implementing necessary changesright to accounting policies, processes, controls and systems to enable compliance with this new standard. We continue to evaluateinvoice for services performed. The amounts above also do not include the impact the adoption of this standard will have on our consolidated financial statements and related disclosures. Although we do not expect the effectcontract renewal options that are unexercised as of changes to our accounting for revenue and contract costs to be significant, we do expect the impacts will include changes to the timing of revenue currently recognized under the completed contract method, changes to the timing of revenue from software licenses bundled with services, and the capitalization of certain contract costs. We do expect an increase in qualitative and quantitative disclosures about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. We also expect changes to our processes, controls and systems to enable compliance with this new standard.

June 30, 2023.
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NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Disaggregation of Revenue
The following tables present our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.
 Three Months Ended June 30, 2023Three Months Ended June 30, 2022
Intelligent DevicesSoftware & ControlLifecycle ServicesTotalIntelligent DevicesSoftware & ControlLifecycle ServicesTotal
North America$548.5 $460.9 $251.5 $1,260.9 $549.6 $437.8 $252.5 $1,239.9 
Europe, Middle East and Africa220.4 137.3 136.7 494.4 162.5 72.3 117.8 352.6 
Asia Pacific133.7 113.6 96.2 343.5 106.4 61.3 79.1 246.8 
Latin America65.5 38.8 35.6 139.9 59.8 35.5 34.1 129.4 
Total Company Sales$968.1 $750.6 $520.0 $2,238.7 $878.3 $606.9 $483.5 $1,968.7 
 Nine Months Ended June 30, 2023Nine Months Ended June 30, 2022
Intelligent DevicesSoftware & ControlLifecycle ServicesTotalIntelligent DevicesSoftware & ControlLifecycle ServicesTotal
North America$1,714.6 $1,297.0 $738.8 $3,750.4 $1,604.4 $1,104.9 $702.9 $3,412.2 
Europe, Middle East and Africa608.2 371.7 373.8 1,353.7 467.7 246.1 342.4 1,056.2 
Asia Pacific401.7 281.6 290.9 974.2 334.3 213.1 244.5 791.9 
Latin America203.0 114.7 99.1 416.8 180.8 91.6 101.4 373.8 
Total Company Sales$2,927.5 $2,065.0 $1,502.6 $6,495.1 $2,587.2 $1,655.7 $1,391.2 $5,634.1 
Contract Liabilities
Contract liabilities primarily relate to consideration received in advance of performance under the contract.
Below is a summary of our Contract liabilities balance, the portion not expected to be recognized within twelve months is included within Other liabilities in the Consolidated Balance Sheet (in millions):
June 30, 2023June 30, 2022
Balance as of beginning of year$541.3 $462.5 
Balance as of end of period672.5 549.5 
The most significant changes in our Contract liabilities balance during both the nine months ended June 30, 2023 and 2022, were due to amounts billed, partially offset by revenue recognized on amounts billed during the period and revenue recognized that was included in the Contract liabilities balance at the beginning of the period.
In the nine months ended June 30, 2023, we recognized revenue of approximately $362.7 million that was included in the Contract liabilities balance at September 30, 2022. In the nine months ended June 30, 2022, we recognized revenue of approximately $296.8 million that was included in the Contract liabilities balance at September 30, 2021. We did not have a material amount of revenue recognized in the nine months ended June 30, 2023 and 2022, from performance obligations satisfied or partially satisfied in previous periods.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

2.3. Share-Based Compensation
We recognized $8.6$23.4 million and $10.7$65.0 million of pre-tax share-based compensation expense during the three and nine months ended December 31, 2017,June 30, 2023, respectively. We recognized $17.6 million and December 31, 2016,$48.8 million of pre-tax share-based compensation expense during the three and nine months ended June 30, 2022, respectively. Our annual grant of share-based compensation takes place during the first quarter of each fiscal year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):
 Nine Months Ended June 30,
 20232022
GrantsWtd. Avg.
Share
Fair Value
GrantsWtd. Avg.
Share
Fair Value
Stock options233 $77.62 164 $87.68 
Performance shares66 340.77 37 481.28 
Restricted stock and restricted stock units236 262.24 214 307.31 
Unrestricted stock261.72 345.00 
 Three Months Ended December 31,
 2017 2016
 Grants 
Wtd. Avg.
Share
Fair Value
 Grants 
Wtd. Avg.
Share
Fair Value
Stock options837
 $35.54
 943
 $25.27
Performance shares40
 219.04
 42
 174.37
Restricted stock and restricted stock units31
 192.70
 41
 135.17
Unrestricted stock5
 180.70
 6
 120.57
3.4. Inventories
Inventories consist of (in millions):
June 30, 2023September 30, 2022
Finished goods$507.5 $325.0 
Work in process373.8 317.3 
Raw materials553.9 411.9 
Inventories$1,435.2 $1,054.2 
5. Acquisitions
 December 31,
2017
 September 30,
2017
Finished goods$235.3
 $218.7
Work in process178.7
 168.0
Raw materials156.8
 172.0
Inventories$570.8
 $558.7
2023 Acquisitions

In October 2022, we acquired CUBIC, a company that specializes in modular systems for the construction of electrical panels, headquartered in Bronderslev, Denmark. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of October 31, 2022. The preliminary aggregate purchase price allocation is as follows (in millions):
Purchase Price Allocation
Receivables$20.2 
Inventories17.7 
Property27.5 
Goodwill66.3 
Other intangible assets36.4 
All other assets9.2 
Total assets acquired177.3 
Less: Total liabilities assumed(43.5)
Net assets acquired, excluding cash$133.8 
Purchase Consideration
Total purchase consideration, net of cash acquired$133.8 
We assigned the full amount of goodwill and all other net assets acquired related to this acquisition to our Intelligent Devices segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. We do not expect the goodwill to be deductible for tax purposes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

In February 2023, we acquired Knowledge Lens, a services and solutions provider headquartered in Bengaluru, India. We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of February 28, 2023. The preliminary aggregate purchase price allocation is as follows (in millions):
4.
Purchase Price Allocation
Receivables$3.6 
Goodwill35.2 
Other intangible assets17.7 
All other assets3.5 
Total assets acquired60.0 
Less: Total liabilities assumed(8.0)
Net assets acquired, excluding cash$52.0 
Purchase Consideration
Total purchase consideration, net of cash acquired$52.0 
We assigned the full amount of goodwill and all other net assets acquired related to this acquisition to our Lifecycle Services segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. We do not expect the goodwill to be deductible for tax purposes.
The allocation of the purchase price to identifiable assets above is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined.
2022 Acquisitions
In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.
In March 2022, we, through our Sensia affiliate, acquired Swinton Technology, a provider of metering supervisory systems and measurement expertise in the Oil & Gas industry. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.
Pro forma consolidated sales for the three and nine months ended June 30, 2023, were $2.2 billion and $6.5 billion, respectively, and the impact on earnings was not material. Pro forma consolidated sales for the three and nine months ended June 30, 2022, were $2.0 billion and $5.7 billion, respectively, and the impact on earnings was not material. The preceding pro forma consolidated financial results of operations are as if the preceding 2023 and 2022 acquisitions occurred on October 1, 2021. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time.
Total sales from all of the above 2023 acquisitions in the three and nine months ended June 30, 2023, were $23.8 million and $59.4 million, respectively. Total sales from all of the above 2022 acquisitions in the three and nine months ended June 30, 2022, were not material. Total acquisition-related costs from all of the above 2023 and 2022 acquisitions in the three and nine months ended June 30, 2023 and 2022, were not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
6. Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwillGoodwill for the threenine months ended December 31, 2017, areJune 30, 2023, were (in millions):
 
Architecture &
Software
 
Control
Products &
Solutions
 Total
Balance as of September 30, 2017$417.2
 $660.5
 $1,077.7
Acquisition of business6.8
 
 6.8
Translation(0.6) (1.6) (2.2)
Balance as of December 31, 2017$423.4
 $658.9
 $1,082.3

Other intangible assets consist of (in millions):
 December 31, 2017
 
Carrying
Amount
 
Accumulated
Amortization
 Net
Amortized intangible assets:     
Computer software products$194.8
 $116.1
 $78.7
Customer relationships114.4
 62.8
 51.6
Technology107.4
 59.5
 47.9
Trademarks32.4
 21.8
 10.6
Other11.4
 9.9
 1.5
Total amortized intangible assets460.4
 270.1
 190.3
Allen-Bradley® trademark not subject to amortization
43.7
 
 43.7
Total$504.1
 $270.1
 $234.0
 September 30, 2017
 
Carrying
Amount
 
Accumulated
Amortization
 Net
Amortized intangible assets:     
Computer software products$194.8
 $113.2
 $81.6
Customer relationships114.5
 61.5
 53.0
Technology104.8
 57.9
 46.9
Trademarks32.3
 21.1
 11.2
Other11.4
 9.8
 1.6
Total amortized intangible assets457.8
 263.5
 194.3
Allen-Bradley® trademark not subject to amortization
43.7
 
 43.7
Total$501.5
 $263.5
 $238.0
Estimated amortization expense is $27.7 million in 2018, $24.7 million in 2019, $21.8 million in 2020, $21.0 million in 2021 and $19.0 million in 2022.
Intelligent DevicesSoftware & ControlLifecycle ServicesTotal
Balance as of September 30, 2022$503.0 $2,398.7 $622.3 $3,524.0 
Acquisition of businesses66.3 — 35.2 101.5 
Translation and other26.9 31.6 16.9 75.4 
Balance as of June 30, 2023$596.2 $2,430.3 $674.4 $3,700.9 
We performperformed our annual evaluation of goodwill and indefinite life intangible assets for impairment as required by accounting principles generally accepted in the United States (U.S. GAAP) during the second quarter of each year.fiscal 2023 and concluded that these assets are not impaired. For our annual evaluation, we performed qualitative tests for our Intelligent Devices, Software & Control, and Lifecycle Services (excluding Sensia) reporting units and a quantitative test for our Sensia reporting unit. We also assessed the changes in events and circumstances subsequent to our annual test and concluded that no triggering events, which would require interim quantitative testing, occurred.

Other intangible assets consist of (in millions):
 June 30, 2023
Carrying
Amount
Accumulated
Amortization
Net
Amortized intangible assets
Software products$101.1 $65.7 $35.4 
Customer relationships614.2 136.7 477.5 
Technology426.1 160.3 265.8 
Trademarks87.1 27.0 60.1 
Other6.8 6.2 0.6 
Total amortized intangible assets1,235.3 395.9 839.4 
Allen-Bradley® trademark not subject to amortization
43.7 — 43.7 
Other intangible assets$1,279.0 $395.9 $883.1 
 September 30, 2022
Carrying
Amount
Accumulated
Amortization
Net
Amortized intangible assets
Software products$97.6 $57.9 $39.7 
Customer relationships582.7 107.2 475.5 
Technology410.8 119.3 291.5 
Trademarks70.4 19.4 51.0 
Other6.4 5.8 0.6 
Total amortized intangible assets1,167.9 309.6 858.3 
Allen-Bradley® trademark not subject to amortization
43.7 — 43.7 
Other intangible assets$1,211.6 $309.6 $902.0 
Estimated total amortization expense for all amortized intangible assets is $115.4 million in 2023, $113.7 million in 2024, $110.5 million in 2025, $109.3 million in 2026, and $102.3 million in 2027.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

5. Short-term7. Short-Term and Long-Term Debt
Our short-termShort-term debt obligations primarily consistas of commercial paper borrowings. Commercial paper borrowings outstanding were $839.4 million and $350.0 million at December 31, 2017,June 30, 2023, and September 30, 2017, respectively. The2022, includes commercial paper borrowings of $183.0 million and $317.0 million, respectively, with weighted average interest rates of 5.10 percent and 3.03 percent, respectively, and weighted average maturity periods of 9 days and 22 days, respectively. In December 2022, Sensia entered into an unsecured $75.0 million line of credit. As of June 30, 2023, included in Short-term debt was $65.0 million borrowed against the line of credit with an interest rate of the commercial paper outstanding was 1.66 percent and 1.26 percent at December 31, 2017,6.14 percent. Also included in Short-term debt as of June 30, 2023, and September 30, 2017, respectively.2022, is $23.5 million and $42.3 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia due December 29, 2023.
In December 2017, we repaidThe following table presents the carrying amounts and estimated fair values of Long-term debt in the Consolidated Balance Sheet (in millions):
 June 30, 2023September 30, 2022
 Carrying ValueFair ValueCarrying ValueFair Value
Current portion of long-term debt$608.3 $605.0 $609.1 $589.1 
Long-term debt2,866.9 2,585.8 2,867.8 2,485.4 
We base the fair value of Long-term debt upon quoted market prices for the same or similar issues and therefore consider this a level 2 fair value measurement. The fair value of Long-term debt considers the terms of the debt excluding the impact of derivative and hedging activity. Refer to Note 9 for further information regarding levels in the fair value hierarchy. The carrying value of our $250.0 million 5.65% notes which were classified as the current portion of long-termShort-term debt at September 30, 2017.approximates fair value.
6.8. Other Current Liabilities
Other current liabilities consist of (in millions):
June 30, 2023September 30, 2022
Unrealized losses on foreign exchange contracts$22.0 $31.2 
Product warranty obligations17.0 16.5 
Taxes other than income taxes54.0 65.6 
Accrued interest39.8 18.1 
Dividends payable137.0 0.6 
Income taxes payable130.0 81.1 
Operating lease liabilities83.2 83.3 
Other94.1 106.6 
Other current liabilities$577.1 $403.0 
 December 31,
2017
 September 30,
2017
Unrealized losses on foreign exchange contracts$28.8
 $31.3
Product warranty obligations33.9
 28.5
Taxes other than income taxes50.3
 42.7
Accrued interest15.1
 16.9
Income taxes payable35.8
 32.6
Other61.9
 68.2
Other current liabilities$225.8
 $220.2
7. Product Warranty Obligations
We record a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience. Most of our products are covered under a warranty period that runs for twelve months from either the date of sale or installation. We also record a liability for specific warranty matters when they become probable and reasonably estimable.
Changes in product warranty obligations for the three months ended December 31, 2017 and 2016 are (in millions):
 Three Months Ended
December 31,
 2017 2016
Balance at beginning of period$28.5
 $28.0
Accruals for warranties issued during the current period6.4
 6.1
Adjustments to pre-existing warranties3.9
 (0.3)
Settlements of warranty claims(4.9) (6.6)
Balance at end of period$33.9
 $27.2

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

8.9. Investments
We invest in certificates of deposit, time deposits, commercial paper and other fixed income securities. All investments meeting the U.S. GAAP definition of a security were classified as available-for-sale as of December 31, 2017, and September 30, 2017. Unrealized gains and losses on available-for-sale investments are included in our Condensed Consolidated Balance Sheet as a component of accumulated other comprehensive loss, net of any deferred taxes. Realized gains and losses are included in net income.
Our investments consist of (in millions):
June 30, 2023September 30, 2022
Fixed income securities$0.6 $12.6 
Equity securities (level 1)863.9 928.8 
Equity securities (other)81.4 76.4 
Other56.7 50.8 
Total investments1,002.6 1,068.6 
Less: Short-term investments (1)
(0.6)(12.6)
Long-term investments$1,002.0 $1,056.0 
  December 31,
2017
 September 30,
2017
Certificates of deposit and time deposits $975.1
 $1,005.3
Commercial paper 26.4
 20.3
Corporate debt securities 201.0
 199.4
Government securities 123.9
 116.8
Asset-backed securities 48.2
 45.8
Total $1,374.6
 $1,387.6
Pre-tax gross unrealized losses on available-for-sale(1) Short-term investments were $1.5 million at December 31, 2017. Pre-tax gross realized gains and losses and unrealized gains on available-for-sale investments were not material for the three months ended December 31, 2017. At December 31, 2017, there were no outstanding purchases of investments recorded in accounts payable.
We evaluated all investments for which the fair value was less than amortized cost for impairment on an individual security basis at December 31, 2017. This assessment included consideration of our intent and ability to hold the security and the credit risks specific to each security. We determined that the declines in fair value of these investments were not other than temporary as of December 31, 2017, and accordingly we did not recognize any impairment charges in net income.
The table below summarizes the contractual maturities of our investments as of December 31, 2017 (in millions). Actual maturities may differ from the contractual maturities below as borrowers may have the right to prepay certain obligations.
  Fair Value
Less than one year $1,100.5
Due in one to five years 274.1
Total $1,374.6
Classification of our investments as current or noncurrent is based on the nature of the investment and when the investment is reasonably expected to be realized. These investments wereare included in Other current assets in the following line items within the Condensed Consolidated Balance Sheet (in millions):Sheet.
16
  December 31,
2017
 September 30,
2017
Short-term investments $1,100.5
 $1,124.6
Other assets 274.1
 263.0
Total $1,374.6
 $1,387.6

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Equity Securities
8. Investments (continued)Equity securities (level 1) consist of 6,070,905 and 8,879,717 shares of PTC Inc. ("PTC") common stock (the "PTC Shares") at June 30, 2023, and September 30, 2022, respectively. The PTC Shares are classified as level 1 in the fair value hierarchy, as described below, and are recognized at fair value in the Consolidated Balance Sheet using the most recent closing price of PTC common stock quoted on Nasdaq.
Fair ValueEquity securities (other) consist of Investmentsvarious securities that do not have a readily determinable fair value, which we account for using the measurement alternative under U.S. GAAP. These securities are recorded at the investment cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer in the Consolidated Balance Sheet. Observable price changes are classified as level 2 in the fair value hierarchy, as described below. The carrying values at June 30, 2023, and September 30, 2022, include cumulative upward adjustments from observed price changes of $17.2 million.
We record gains and losses on investments within the Change in fair value of investments line in the Consolidated Statement of Operations. The gains and losses on investments we recorded for the following periods were (in millions):
Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Net gain (loss) on equity securities (level 1)$86.4 $(8.4)$290.4 $(136.0)
Net gain on equity securities (other)— 3.2 — 11.9 
Equity method loss on Other investments(0.7)— (1.1)(14.2)
Change in fair value of investments85.7 (5.2)289.3 (138.3)
Total net realized gain on equity securities36.9 12.7 89.8 12.9 
Total net unrealized gain (loss) on equity securities$49.5 $(17.9)$200.6 $(137.0)
U.S. GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also classifies the inputs used to measure fair value into the following hierarchy:
Level 1:Quoted prices in active markets for identical assets or liabilities.
Level 2:Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3:Unobservable inputs for the asset or liability.
We recognize all available-for-sale investments at fair value in the Condensed Consolidated Balance Sheet. The valuation methodologies used for our investments measured at fair value are described as follows.
Certificates of deposit and time deposits — These investments are stated at cost, which approximates fair value.
Commercial paper — These investments are stated at amortized cost, which approximates fair value.
Corporate debt securities — Valued at either the yields currently available on comparable securities of issuers with similar credit ratings or valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable such as credit and liquidity risks.
Government securities — Valued at the most recent closing price on the active market on which the individual securities are traded or, absent an active market, utilizing observable inputs such as closing prices in less frequently traded markets.
Asset-backed securities — Valued using a discounted cash flow approach that maximizes observable inputs, such as current yields of benchmark instruments, but includes adjustments for certain risks that may not be observable such as credit and liquidity risks.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not hold any Level 3 investments or have any transfers between levels of fair value measurements during the periodsperiod presented.

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ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

8. Investments (continued)
Fair values of our investments were (in millions):
  December 31, 2017

 Level 1 Level 2 Level 3 Total
Certificates of deposit and time deposits $
 $975.1
 $
 $975.1
Commercial paper 
 26.4
 
 26.4
Corporate debt securities 
 201.0
 
 201.0
Government securities 106.1
 17.8
 
 123.9
Asset-backed securities 
 48.2
 
 48.2
Total $106.1
 $1,268.5
 $
 $1,374.6
  September 30, 2017
  Level 1 Level 2 Level 3 Total
Certificates of deposit and time deposits $
 $1,005.3
 $
 $1,005.3
Commercial paper 
 20.3
 
 20.3
Corporate debt securities 
 199.4
 
 199.4
Government securities 98.9
 17.9
 
 116.8
Asset-backed securities 
 45.8
 
 45.8
Total $98.9
 $1,288.7
 $
 $1,387.6

9.10. Retirement Benefits
The components of net periodic pension and postretirement benefit cost (income) arewere (in millions):
 Pension Benefits
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Service cost$9.4 $15.4 $30.6 $56.1 
Interest cost35.3 34.5 114.0 99.3 
Expected return on plan assets(44.0)(56.4)(147.0)(175.1)
Amortization of prior service cost0.1 — 0.1 0.8 
Amortization of net actuarial loss (gain)0.2 10.4 (1.8)55.0 
Settlement and curtailment charges (benefit)2.2 (0.7)120.1 24.2 
Net periodic pension benefit cost$3.2 $3.2 $116.0 $60.3 
 Other Postretirement Benefits
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Service cost$0.2 $0.2 $0.4 $0.6 
Interest cost0.6 0.3 1.7 0.9 
Amortization of prior service credit— (0.2)— (0.6)
Amortization of net actuarial loss0.1 0.2 0.4 0.5 
Net periodic postretirement benefit cost$0.9 $0.5 $2.5 $1.4 
The service cost component is included in Cost of sales and Selling, general and administrative expenses in the Consolidated Statement of Operations. All other components are included in Other income (expense) in the Consolidated Statement of Operations.
In March and June 2023, we remeasured our U.S. pension plan assets and liabilities in accordance with U.S. GAAP settlement accounting rules. For the three and nine months ended June 30, 2023, we recognized settlement expense of $2.2 million and $120.1 million, respectively. Settlement accounting was required due to the amount of lump-sum payments made by the U.S. pension plan to retirees, current employees electing an in-service distribution, and other separated employees. Remeasurement of our U.S. pension plan assets and liabilities increased our net benefit obligation by $25.3 million in 2023. The discount rate used for the remeasurement as of June 30, 2023, was 5.45 percent compared to 5.65 percent at our September 30, 2022, annual measurement date.
11. Other Income (Expense)
The components of Other income (expense) were (in millions):
Three Months Ended
June 30,
Nine Months Ended
June 30,
2023202220232022
Interest income$1.5 $0.6 $4.1 $1.6 
Royalty income3.4 3.1 9.3 8.6 
Legacy product liability and environmental (charges) benefit(4.8)0.8 (10.7)(6.6)
Non-operating pension and postretirement credit (cost)5.5 11.9 (87.5)(5.0)
Other0.9 3.4 1.5 0.4 
Other income (expense)$6.5 $19.8 $(83.3)$(1.0)
18
 Pension Benefits
 Three Months Ended
December 31,
 2017 2016
Service cost$22.2
 $24.1
Interest cost38.8

37.8
Expected return on plan assets(61.2)
(56.2)
Amortization:   
Prior service cost (credit)0.2
 (0.8)
Net actuarial loss28.3

38.0
Settlements
 0.2
Net periodic benefit cost$28.3
 $43.1

 Other Postretirement Benefits
 Three Months Ended
December 31,
 2017 2016
Service cost$0.3
 $0.3
Interest cost0.6
 0.6
Amortization:   
Prior service credit(1.3) (1.5)
Net actuarial loss0.4
 0.5
Net periodic benefit cost (income)$
 $(0.1)

14

ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


10.12. Accumulated Other Comprehensive Loss
Changes in accumulatedAccumulated other comprehensive loss attributable to Rockwell Automation by component for the three months ended December 31, 2017,following periods were (in millions):
Three Months Ended June 30, 2023Pension and other postretirement benefit plan adjustments, net of taxAccumulated currency translation adjustments, net of taxNet unrealized losses on cash flow hedges, net of taxTotal accumulated other comprehensive loss, net of tax
Balance as of March 31, 2023$(417.2)$(353.4)$(25.5)$(796.1)
Other comprehensive income (loss) before reclassifications38.6 35.6 (0.4)73.8 
Amounts reclassified from accumulated other comprehensive loss2.1 — (5.3)(3.2)
Other comprehensive income (loss)40.7 35.6 (5.7)70.6 
Balance as of June 30, 2023$(376.5)$(317.8)$(31.2)$(725.5)
Nine Months Ended June 30, 2023Pension and other postretirement benefit plan adjustments, net of taxAccumulated currency translation adjustments, net of taxNet unrealized losses on cash flow hedges, net of taxTotal accumulated other comprehensive loss, net of tax
Balance as of September 30, 2022$(447.8)$(465.0)$(4.7)$(917.5)
Other comprehensive (loss) income before reclassifications(18.8)147.2 (6.3)122.1 
Amounts reclassified from accumulated other comprehensive loss90.1 — (20.2)69.9 
Other comprehensive income (loss)71.3 147.2 (26.5)192.0 
Balance as of June 30, 2023$(376.5)$(317.8)$(31.2)$(725.5)
Three Months Ended June 30, 2022Pension and other postretirement benefit plan adjustments, net of taxAccumulated currency translation adjustments, net of taxNet unrealized losses on cash flow hedges, net of taxTotal accumulated other comprehensive loss, net of tax
Balance as of March 31, 2022$(489.8)$(309.7)$(33.6)$(833.1)
Other comprehensive (loss) income before reclassifications(81.0)(61.7)15.5 (127.2)
Amounts reclassified from accumulated other comprehensive loss8.0 — (5.2)2.8 
Other comprehensive (loss) income(73.0)(61.7)10.3 (124.4)
Balance as of June 30, 2022$(562.8)$(371.4)$(23.3)$(957.5)
Nine Months Ended June 30, 2022Pension and other postretirement benefit plan adjustments, net of taxAccumulated currency translation adjustments, net of taxNet unrealized losses on cash flow hedges, net of taxTotal accumulated other comprehensive loss, net of tax
Balance at September 30, 2021$(694.1)$(280.1)$(42.9)$(1,017.1)
Other comprehensive income (loss) before reclassifications70.7 (91.3)24.2 3.6 
Amounts reclassified from accumulated other comprehensive loss60.6 — (4.6)56.0 
Other comprehensive income (loss)131.3 (91.3)19.6 59.6 
Balance as of June 30, 2022$(562.8)$(371.4)$(23.3)$(957.5)
19
Three Months Ended December 31, 2017        
 Pension and other postretirement benefit plan adjustments, net of tax Accumulated currency translation adjustments, net of tax Net unrealized gains (losses) on cash flow hedges, net of tax Net unrealized gains (losses) on available-for-sale investments, net of tax Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2017$(927.0) $(237.7) $(14.4) $(0.1) $(1,179.2)
Other comprehensive loss before reclassifications
 (16.1) (3.4) (1.1) (20.6)
Amounts reclassified from accumulated other comprehensive loss20.2
 
 3.9
 
 24.1
Other comprehensive income (loss)20.2
 (16.1) 0.5
 (1.1) 3.5
Balance as of December 31, 2017$(906.8) $(253.8) $(13.9)
$(1.2) $(1,175.7)
Changes in accumulated other comprehensive loss by component for the three months ended December 31, 2016, were (in millions):
Three Months Ended December 31, 2016        
 Pension and other postretirement benefit plan adjustments, net of tax Accumulated currency translation adjustments, net of tax Net unrealized gains (losses) on cash flow hedges, net of tax Net unrealized gains (losses) on available-for-sale investments, net of tax Total accumulated other comprehensive loss, net of tax
Balance as of September 30, 2016$(1,239.8) $(294.9) $(4.1) $
 $(1,538.8)
Other comprehensive income (loss) before reclassifications0.7
 (86.2) 11.8
 
 (73.7)
Amounts reclassified from accumulated other comprehensive loss23.8
 
 (0.2) 
 23.6
Other comprehensive income (loss)24.5
 (86.2) 11.6
 
 (50.1)
Balance as of December 31, 2016$(1,215.3) $(381.1) $7.5
 $

$(1,588.9)

15

Table of Contents
ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

10. Accumulated Other Comprehensive Loss (continued)
The reclassifications out of accumulatedAccumulated other comprehensive loss toin the Condensed Consolidated Statement of Operations were (in millions):
Three Months Ended
June 30,
Nine Months Ended
June 30,
Affected Line in the Consolidated Statement of Operations
 2023202220232022
Pension and other postretirement benefit plan adjustments (1)
Amortization of prior service cost (credit)$0.1 $(0.2)$0.1 $0.2 Other income (expense)
Amortization of net actuarial loss (gain)0.3 10.6 (1.4)55.5 Other income (expense)
Settlement and curtailment charges (benefit)2.2 (0.7)120.1 24.2 Other income (expense)
2.6 9.7 118.8 79.9 Income before income taxes
(0.5)(1.7)(28.7)(19.3)Income tax provision
$2.1 $8.0 $90.1 $60.6 Net income attributable to Rockwell Automation, Inc.
Net unrealized (gains) losses on cash flow hedges
Forward exchange contracts$(1.9)$(0.5)$(4.6)$(0.2)Sales
Forward exchange contracts(6.3)(7.9)(25.7)(9.5)Cost of sales
Forward exchange contracts— 0.3 (0.1)0.4 Selling, general and administrative expenses
Treasury locks related to 2019 and 2021 debt issuances0.9 0.9 2.7 2.7 Interest expense
(7.3)(7.2)(27.7)(6.6)Income before income taxes
2.0 2.0 7.5 2.0 Income tax provision
$(5.3)$(5.2)$(20.2)$(4.6)Net income attributable to Rockwell Automation, Inc.
Total reclassifications$(3.2)$2.8 $69.9 $56.0 Net income attributable to Rockwell Automation, Inc.
 Three Months Ended
December 31,
 Affected Line in the Condensed Consolidated Statement of Operations
 2017 2016  
Pension and other postretirement benefit plan adjustments:
Amortization of prior service credit$(1.1) $(2.3) (a)
Amortization of net actuarial loss28.7
 38.5
 (a)
Settlements
 0.2
 (a)
 27.6
 36.4
 Income before income taxes
 (7.4) (12.6) Income tax provision
 $20.2
 $23.8
 Net income
      
Net unrealized losses (gains) on cash flow hedges:
Forward exchange contracts$(0.5) $0.5
 Sales
Forward exchange contracts5.9
 (1.0) Cost of sales
Forward exchange contracts(0.2) 0.3
 Selling, general and administrative expenses
 5.2
 (0.2) Income before income taxes
 (1.3) 
 Income tax provision
 $3.9
 $(0.2) Net income
      
Total reclassifications$24.1
 $23.6
 Net income
(a) Reclassified from accumulated other comprehensive loss into cost of sales and selling, general and administrative expenses.(1) These components are included in the computation of net periodic benefit cost (income).cost. See Note 910 for further information.

16
20

ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

11.13. Commitments and Contingent Liabilities
Various lawsuits, claims, and proceedings have been or may be instituted or asserted against us relating to the conduct of our business, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, and contract matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims, or proceedings may be disposed of unfavorably to us, we believe the disposition of matters that are pending or have been asserted will not have a material effect on our business, financial condition, or results of operations. The following outlines additional background for obligations associated with asbestos, divested businesses, and intellectual property.
We (including our subsidiaries) have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain components of our products many years ago.ago, including products from divested businesses for which we have agreed to defend and indemnify claims. Currently there are a few thousand claimants in lawsuits that name us as defendants, together with hundreds of other companies. In some cases, the claims involve products from divested businesses, and we are indemnified for most of the costs. However, we have agreed to defend and indemnify asbestos claims associated with products manufactured or sold by our former Dodge mechanical and Reliance Electric motors and motor repair services businesses prior to their divestiture by us, which occurred on January 31, 2007. We are also responsible for half of the costs and liabilities associated with asbestos cases against the former Rockwell International Corporation’s divested measurement and flow control business. But in all cases, for those claimants who do show that they worked with our products or products of divested businesses for which we are responsible, we nevertheless believe we have meritorious defenses, in substantial part due to the integrity of the products, the encapsulated nature of any asbestos-containing components, and the lack of any impairing medical condition on the part of many claimants.caused by our products. We defend those cases vigorously. Historically, we have been dismissed from the vast majority of these claims with no payment to claimants.
WeAdditionally, we have maintained insurance coverage that we believe coversincludes indemnity and defense costs, over and above self-insured retentions, for claims arising from our former Allen-Bradley subsidiary. Our insurance carrier entered into a cost share agreement with us to pay themany of these claims. We believe these arrangements will provide substantial majority ofcoverage for future defense and indemnity costs for Allen-Bradley asbestos claims. We believe that this arrangement will continue to provide coverage for Allen-Bradley asbestos claims throughout the remaining life of the asbestos liability.
We also have rights to historic insurance policies that provide indemnity and defense costs, over and above self-insured retentions, for claims arising out of certain asbestos liabilities relating to the divested measurement and flow control business. We initiated litigation against several insurers to pursue coverage for these claims, subject to each carrier's policy limits, and the case is now pending in Los Angeles County Superior Court. In September 2016, we entered into settlement agreements with certain insurance company defendants, and we continue to pursue our claims against the remaining defendants. We believe these settlement agreements will continue to provide partial coverage for these asbestos claims throughoutfor many years into the remaining life of asbestos liability.
future. The uncertainties of asbestos claim litigation make it difficult to predict accurately the ultimate outcome of asbestos claims. That uncertainty is increased by the possibility of adverse rulings or new legislation affecting asbestos claim litigation or the settlement process. Subject to these uncertainties and based on our experience defending asbestos claims, we do not believe these lawsuits will have a material effect on our business, financial condition, or results of operations.
We have, from time to time, divested certain of our businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible for satisfyingto satisfy those liabilities if the divested business is unable to do so. We do not believe these liabilities will have a material effect on our business, financial condition, or results of operations.
In connection with the spin-offs of our former automotive business, semiconductor systems business and avionics and communications business, the spun-off companies have agreed to indemnify us for substantially all contingent liabilities related to the respective businesses, including environmental and intellectual property matters.
In conjunction with the sale of our Dodge mechanical and Reliance Electric motors and motor repair services businesses, we agreed to indemnify Baldor Electric Company for costs and damages related to certain legal, legacy environmental and asbestos matters of these businesses arising before January 31, 2007, for which the maximum exposure would be capped at the amount received for the sale.

17

ROCKWELL AUTOMATION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

11. Commitments and Contingent Liabilities (continued)
In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale. We alsosale and at times provide limited intellectual property indemnities in other contracts with third parties, such as contracts concerning the development and manufacture of our products.parties. As of December 31, 2017,June 30, 2023, we were not aware of any material indemnification claims where an unfavorable outcome wasthat were probable or reasonably possible.possible of an unfavorable outcome. Historically, claims that have been made under the indemnification agreements have not had a material impact on our business, financial condition, or results of operations; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our business, financial condition, or results of operations in a particular period.
21
12.

Table of Contents
ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
14. Income Taxes
At the end of each interim period, we estimate a base effective tax rate that we expect for the full fiscal year based on our most recent forecast of pre-tax income, permanent book and tax differences, and global tax planning strategies. We use this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant unusual items and items that are reported net of their related tax effects in the period in which they occur.
Our base rate reflects a change in the U.S. federal statutory rate from 35 percent to 21 percent resulting from the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on December 22, 2017. The rate change is effective for us at the beginning of our fiscal year, using a blended rate for the annual period. As a result, the blended statutory tax rate for our fiscal year 2018 is 24.53 percent.
The effective tax rate was 179.415.5 percent and 16.9 percent in the three and nine months ended December 31, 2017,June 30, 2023, respectively, compared to 16.714.4 percent and 12.7 percent in the three and nine months ended December 31, 2016. The effective tax rate was higher than the U.S. statutory rate of 24.53 percent in the three months ended December 31, 2017, due to discrete tax expenses ($479.7 million or 161.1 percent) resulting from the enactment of the Tax Act which are discussed below.June 30, 2022, respectively. The effective tax rate was lower than the U.S. statutory rate of 3521 percent in the three and nine months ended December 31, 2016June 30, 2023, primarily because we benefited from lowerdue to non-U.S. tax rates and we also realized a benefit fromother discrete tax items.
benefits. The Tax Act requires us to revalue our existing U.S. deferred tax balance to reflect the lower statutoryeffective tax rate was lower than the U.S. statutory rate of 21 percent in the three and pay a one-time transitionnine months ended June 30, 2022, primarily due to non-U.S. tax on earningsrates and other discrete benefits.
An income tax liability of certain foreign subsidiaries that were previously deferred from U.S. tax. At December 31, 2017, we have not completed our accounting for the tax effects of the Tax Act; however, we have made reasonable estimates of its effects on our existing U.S. deferred tax balance$175.3 million and the transition tax as discussed in more detail below. As a result, we recorded a provisional amount of $94.2$233.7 million related to the effects on our U.S. deferred tax balance and a provisional amount of $385.5 million related to the transition tax bothunder the Tax Cuts and Jobs Act of which are included as a component of income tax expense from continuing operations. Income taxes2017 (the "Tax Act") that is payable of $381.2 million related to the transition tax aregreater than 12 months after June 30, 2023, and September 30, 2022, is recorded within otherin Other liabilities in the Condensed Consolidated Balance Sheet because they are payable greater than twelve months from December 31, 2017.
Provisional Amounts
We revalued our U.S. deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, which is either 24.53 percent for reversals in 2018 or 21 percent for reversals in 2019 and subsequent years. However, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the valuation of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the revaluation of our U.S. deferred tax balance was $94.2 million.
The transition tax is based on our total post-1986 earnings and profits (“E&P”) that were previously deferred from U.S. income tax. We recorded a provisional amount for the transition tax liability for all of our foreign subsidiaries, resulting in an increase in income tax expense of $385.5 million. The Tax Act requires the transition tax to be computed based upon total post-1986 E&P at December 31, 2017, which requires us to make reasonable estimates given our September 30 fiscal year.
The transition tax is applied to the balance of post-1986 E&P at rates of 15.5 percent for cash assets (as defined in the Tax Act) and 8 percent for non-cash assets measured at the higher of the balance at September 30, 2018 or the average of the ending balances at September 30, 2016, and September 30, 2017. Our reasonable estimates will change as a result of adjustments impacting E&P, and distributions and other transactions impacting cash. The Company anticipates that it will complete its accounting for the transition tax at December 31, 2018. These uncertainties form the basis for the Company’s provisional reporting based upon reasonable estimates at December 31, 2017.

18

ROCKWELL AUTOMATION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The Company has historically accounted for the earnings of its foreign subsidiaries as being indefinitely reinvested under ASC 740-30. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company will begin to account for substantially all of its non-U.S. subsidiaries as being immediately subject to tax other than in certain limited circumstances. The Company has provided for taxes on the balance of historic and current earnings that may be subject to foreign withholding and U.S. state taxes. For future distributions related to historic earnings, we recorded deferred tax liabilities of $60.5 million related to foreign withholding taxes, and deferred tax assets of $60.5 million related to foreign tax credits attributable to the foreign withholding taxes. These provisional amounts are presented net within deferred income tax assets in the Condensed Consolidated Balance Sheet as of December 31, 2017.  We have not yet completed our assessment of whether a portion of these assets and liabilities should be presented as gross amounts.Sheet.
Unrecognized Tax Benefits
The amount of gross unrecognized tax benefits was $27.6$7.9 million and $31.1$3.9 million at December 31, 2017,June 30, 2023, and September 30, 2017,2022, respectively, of which the entire amount would reduce our effective tax rate if recognized.
Accrued interest and penalties related to unrecognized tax benefits were $3.9$0.9 million and $4.0$1.4 million at December 31, 2017,June 30, 2023, and September 30, 2017,2022, respectively. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision.
We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $7.4$2.4 million in the next 12 months as a result of the resolution of tax matters in various global jurisdictions and the lapses of statutes of limitations. If all of the unrecognized tax benefits were recognized, the net reduction to our income tax provision, including the recognition of interest and penalties and offsetting tax assets, could be up to $5.6$3.1 million.
We conduct business globally and are routinely audited by the various tax jurisdictions in which we operate. We are no longer subject to U.S. federal income tax examinations for years before 20142018, state and are no longer subject to state, local income tax examinations for years before 2014 and foreign income tax examinations for years before 2003.

2008.
19
22

ROCKWELL AUTOMATION, INC.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

13.15. Business Segment Information
The following tables reflect the salesSales and operating results of our reportable segments were (in millions):
 Three Months Ended
December 31,
 2017 2016
Sales   
Architecture & Software$746.9
 $696.4
Control Products & Solutions839.7
 793.9
Total$1,586.6
 $1,490.3
Segment operating earnings   
Architecture & Software$224.6
 $208.6
Control Products & Solutions130.9
 108.0
Total355.5
 316.6
Purchase accounting depreciation and amortization(4.4) (5.6)
General corporate – net(16.2) (14.9)
Non-operating pension costs(5.9) (19.8)
Costs related to unsolicited Emerson proposals(11.2) 
Interest expense(20.0) (18.7)
Income before income taxes$297.8
 $257.6
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Sales
Intelligent Devices$968.1 $878.3 $2,927.5 $2,587.2 
Software & Control750.6 606.9 2,065.0 1,655.7 
Lifecycle Services520.0 483.5 1,502.6 1,391.2 
Total$2,238.7 $1,968.7 $6,495.1 $5,634.1 
Segment operating earnings
Intelligent Devices$163.1 $173.2 $579.4 $504.4 
Software & Control261.5 190.6 678.1 439.7 
Lifecycle Services48.4 45.4 100.6 103.6 
Total473.0 409.2 1,358.1 1,047.7 
Purchase accounting depreciation and amortization(27.2)(25.9)(79.8)(78.1)
Corporate and other(32.3)(15.6)(88.8)(69.6)
Non-operating pension and postretirement credit (cost)5.5 11.9 (87.5)(5.0)
Change in fair value of investments85.7 (5.2)289.3 (138.3)
Interest expense, net(32.9)(30.2)(100.2)(88.9)
Income before income taxes$471.8 $344.2 $1,291.1 $667.8 
Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before income taxes, interest expense, costs related to corporate offices, non-operating pension costs, certain corporate initiatives, gains and losses from the disposition of businesses and purchase accounting depreciation and amortization. We incurred $11.2 millionamortization, corporate and other, non-operating pension and postretirement benefit credit (cost), change in fair value of third-party advisory fees in connection with our evaluation of unsolicited Emerson acquisition proposals in the first quarter of 2018.investments, interest expense, net, and income tax provision. Depending on the product, intersegment sales within a single legal entity are either at cost or cost plus a mark-up, which does not necessarily represent a market price. Sales between legal entities are at an appropriate transfer price. We allocate costs related to shared segment operating activities to the segments using a methodology consistent with the expected benefit.methodology used by management to assess segment performance.

23


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries (the “Company”"Company") as of December 31, 2017, andJune 30, 2023, the related condensed consolidated statements of operations, and comprehensive (loss) income, and shareowners’ equity for the three-month and nine-month periods ended June 30, 2023 and 2022, and of cash flows for the three-monthnine-month periods ended December 31, 2017June 30, 2023 and 20162022, and the related notes (collectively referred to as the "interim financial information"). These condensed consolidatedBased on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements areinformation for it to be in conformity with accounting principles generally accepted in the responsibilityUnited States of the Company’s management.America.
We conducted our reviewshave previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the consolidated balance sheet of the Company as of September 30, 2022, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 8, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Rockwell Automation, Inc. and subsidiaries as of September 30, 2017, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for the year then ended (not presented herein); and in our report dated November 15, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2017 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
January 31, 2018August 1, 2023



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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:
the availability and price of components and materials;
macroeconomic factors, including inflation, global and regional business conditions the availability and cost of capital,(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 concernsconcerns;
the severity and currency exchange rates;duration of disruptions to our business due to pandemics (including the COVID-19 pandemic), natural disasters (including those as a result of climate change), acts of war (including the Russia and Ukraine conflict), strikes, terrorism, social unrest or other causes, including the impacts of the COVID-19 pandemic and efforts to manage it on the global economy, liquidity and financial markets, demand for our hardware and software products, 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 personnel;
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 integration and management of strategic transactions and achievement of the expected benefits of these transactions;
laws, regulations, and governmental policies affecting our activities in the countries where we do business;business, including those related to tariffs, taxation, trade controls (including sanctions placed on Russia), cybersecurity, and climate change;
the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;
the availability, effectiveness and security of our information technology systems;
competitive products, solutions and services and pricing pressures, and our ability to provide high quality products, solutions and services;
a disruption of our business due to natural disasters, pandemics, acts of war, strikes, terrorism, social unrest or other causes;
our ability to manage and mitigate the risk related to security vulnerabilities and breaches of our products, solutions and services;
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;
our ability to attract, develop, and retain qualified personnel;
our ability to manage costs related to employee retirement and health care benefits;
the uncertainties of litigation, including liabilities related to the safety and security of the products, solutions and services we sell;
our ability to manage and mitigate the risks associated with our solutions and services businesses;
the successful execution of our cost productivity initiatives;
competitive hardware and software products, solutions, and services, 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 successful integrationability 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 managementsecurity of acquired businessesthe hardware and technologies;software products, solutions, and services we sell;
risks associated with our investment in common stock of PTC Inc., including the availabilitypotential for volatility in our reported quarterly earnings associated with changes in the market value of such stock;
our ability to manage costs related to employee retirement and price of componentshealth care benefits; and materials;
the successful execution of our cost productivity initiatives; 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, 1A. Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2022, for more information.
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Non-GAAP Measures
The following discussion includes organic sales, total segment operating earnings and margin, Adjusted Income, Adjustedadjusted income, adjusted EPS, Adjusted Effective Tax Rateadjusted 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 OperationsOperations for a reconciliation of incomeof Income before income taxes to total segment operating earnings and margin and a discussion of why we believe these non-GAAPnon-GAAP measures are useful to investors. See Results of Operations for a reconciliation of income from continuing operations, diluted EPS from continuing operations and effective tax rate to 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-GAAPnon-GAAP measures are useful to investors. See Financial Condition for a reconciliation of cash flows fromCash provided by operating activities to free cash flow and a discussiondiscussion of why we believe this non-GAAP measure is useful to investors.

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Overview
Rockwell Automation, Inc., is a global leader in industrial automation and information, makes its customersdigital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and the world more sustainable. Overall demand for our hardware and software products, solutions, and services is driven by:
investments in manufacturing, including upgrades, modifications and expansions of existing facilities or production lines, and new 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, lower total cost of ownership, improvedoperational productivity, asset utilizationmanagement and optimization,reliability, 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
Our strategy is to bring The Connected Enterprise(R) to life. We integratelife by integrating control and information across the enterprise to help industrial companies and their people be more productive. Our vision of being the most valued global provider of innovativeenterprise. We deliver customer outcomes by combining advanced industrial automation andwith the latest information products, solutions and services is supported by ourtechnology. Our growth and performance strategy which seeks to:
achieve organic sales growth in excess of the automation market by expanding our served market and strengthening our competitive differentiation;
diversifygrow market share of our sales streams by broadening our portfolio of products,core platforms;
drive double digit growth in information solutions and connected services;
drive double digit growth in annual recurring revenue (ARR);
acquire companies that serve as catalysts to organic growth by increasing our information solutions and connected services offerings and capabilities, advanced material handling, and expanding our global presence and serving a wider range of industries and applications;presence;
grow market share by gaining new customers and by capturing a larger share of existing customers’ spending;
enhance our market access by building our channel capability and partner network;
acquire companies that serve as catalysts to organic growth by adding complementary technology, expanding our served market, or enhancing our domain expertise or market access;
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.adjusted income. We expect acquisitions to add a percentage point or more per year on average, 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.
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U. S. IndustrialU.S. Economic Trends
In the firstthird quarter of 2018,2023, sales in the U.S. accounted for 54 percentover 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 IP Index is expressed as a percentage of real output in a base year, currently 2012.2017. Historically, there has been a meaningful correlation between the changes in the IP Index and the level of automation investment made by our U.S. customers in their manufacturing base.
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.
Industrial Equipment Spending, compiled by the Bureau of Economic Analysis, which provides insight into spending trends in the broad U.S. industrial economy. This measure over the longer term has proven to demonstrate a reasonable correlation with our domestic growth.
Capacity Utilization (Total Industry), published by the Federal Reserve, which measures plant operating activity. Historically, there has been a meaningful correlation between Capacity Utilization and levels of U.S. IP.
The table below depicts trends in these indicators since the quarter ended September 2016. In the first quarter2021. These figures are as of fiscal 2018, most of these U.S. economic indicators improved compared to the prior quarter. PMI declined slightly, but remained above 50, indicating a continued expansion in the U.S. manufacturing economy.
 
IP
Index
 PMI 
Industrial
Equipment
Spending
(in billions)
 
Capacity
Utilization
(percent)
Fiscal 2018 quarter ended:       
December 2017106.9
 59.7
 249.3
 77.5
Fiscal 2017 quarter ended:       
September 2017104.8
 60.8
 246.7
 76.2
June 2017105.1
 57.8
 241.7
 76.6
March 2017103.7
 57.2
 234.3
 75.8
December 2016103.3
 54.5
 229.0
 75.8
Fiscal 2016 quarter ended:       
September 2016103.1
 51.7
 226.0
 75.8
Note: Economic indicatorsAugust 1, 2023, and are subject to revision by the issuing organizations. The IP Index decreased in two of the three months of the third quarter of 2023 but the quarter as a whole was up slightly versus the second quarter of 2023. Manufacturing PMI results continued to be soft in the third quarter of 2023. The Manufacturing PMI reading in the month of June was the lowest of the quarter and was the eighth consecutive month below 50.
While we are optimistic that
IP IndexPMI
2023 quarter ended:
June 202399.946.0
March 202399.546.3
December 202299.648.4
2022 quarter ended:
September 2022100.450.9
June 2022100.453.0
March 202299.757.0
December 202199.058.8
2021 quarter ended:
September 202197.860.5
Inflation in the impact of U.S. tax reformhas also had an impact on our customers' investment decisions could provide an additional tailwindinput costs and pricing. We used the Producer Price Index (PPI), published by the Bureau of Labor Statistics, which measures the average change over time in the selling prices received by domestic producers for their output. PPI for June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022, and December 31, 2021, increased 0.1 percent, 2.7 percent, 6.4 percent, 8.5 percent, 11.2 percent, 11.7 percent, and 10.0 percent, respectively, compared to our future performance, it is too earlythe same period of the prior year. These figures are as of August 1, 2023, and are subject to quantifyrevision by the benefits.
issuing organization. Producer prices remain elevated, however, year over year increases continued to decelerate following last years' surge in prices.
Non-U.S. Economic Trends
In the firstthird quarter of 2018,2023, sales to customers outside the U.S. accounted for 46 percentless than half of our total sales. These customers include both indigenous companies and multinational companies with expandinga global presence. In addition to the global factors previously mentioned in the "Overview"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 the respectivekey countries' gross domestic product (GDP), IP, and IPPMI as indicators of the growth opportunities in each region where we do business.
Economic projections call forIndustrial output outside the U.S. was mixed in the third quarter of 2023 after broad growth in industrial productionthe second quarter of 2023. PMI readings were mostly lower in all regions in fiscal 2018. In EMEA, economic growth is supported by solid global growth that will help exports. In Asia Pacific, China's economy is stablethe third quarter of 2023 and economic growth in India is forecasted to improve followingreadings for many countries ended the prior year impacts of demonetization and a new goods and services tax. In Latin America, continued economic recovery is expected in Brazil, though the economic outlook in Mexico is being impacted by a tightening in fiscal and monetary policies, and some uncertainty related to NAFTA renegotiations.

quarter below 50.
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ROCKWELL AUTOMATION, INC.


Supply Chain
We have a global supply chain, including a network of suppliers and distribution and manufacturing facilities. The supply chain has been stressed by increased demand, along with pandemic-related and other global events that have put additional pressures on manufacturing output. Although there has been a continued gradual improvement in the supply chain environment, this has resulted in and could continue to result in:
challenges in our supply chain;
difficulty in procuring or inability to procure components and materials necessary for our hardware and software products, solutions, and services;
increased costs for commodities and components; and
delays in delivering, or an inability to deliver, our hardware and software products, solutions, and services.
We are closely managing our end-to-end supply chain, from sourcing to production to customer delivery, with a particular focus on all critical and at-risk suppliers and supplier locations globally. We have made large-scale investments to increase capacity across our network in support of our orders growth. Additional actions we are taking include:
extending order visibility to our supply base to ensure we are appropriately planning for extended component lead times;
securing longer-term supply agreements with critical partners;
re-engineering of existing products to increase component supply resiliency;
capacity investments, including redundant manufacturing lines and additional electronic assembly equipment; and
qualification of additional suppliers to diversify our supplier base.
We believe these and other actions we are taking will enable us to normalize our product lead times and reduce our backlog.
During the third quarter of 2023, we made a change in our U.S. distribution center that added capacity to support higher revenue. This transition impacted the timing of shipments within the second half of 2023, however, will provide flexibility and scale to support future growth.
Outlook
The table below provides guidance for sales growth and earnings per share for 2023 as of August 1, 2023. Our updated guidance reflects our performance to date and assumes continued supply chain improvement.
Sales Growth GuidanceEPS Guidance
Reported sales growth14.0% - 16.0%Diluted EPS$12.46 - $12.86
Organic sales growth (1)
14.0% - 16.0%
Adjusted EPS (1)
$11.70 - $12.10
Inorganic sales growth~1.0%
Currency translation~(1.0)%
(1) Organic sales growth and adjusted EPS are non-GAAP measures. See Supplemental Sales Information and Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on these non-GAAP measures.
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Summary of Results of Operations
Sales in the first quarter of 2018increased6.5 percent compared to the first quarter of 2017. Organic sales increased 5.3 percent year over year. Currency translation increased sales by 2.5 percentage points, and the prior year divestiture reduced sales growth by 1.3 percentage points. Growth was broad-based across regions. Heavy industries had the strongest growth.
The following is a summary of our results related to key growth initiatives:
Logix sales increased 9 percent year over year in the first quarter of 2018. Logix organic sales increased 6 percent year over year, and currency translation increased sales by 3 percentage points.
Process initiative sales increased 13 percent year over year in the first quarter of 2018. Process initiative organic sales increased 12 percent year over year, and currency translation increased sales by one percentage point.
Sales in emerging countries increased 11.2 percent year over year in the first quarter of 2018. Organic sales in emerging countries increased 8.5 percent year over year. Currency translation increased sales in emerging countries by 3.3 percentage points, and the prior year divestiture reduced sales growth by 0.6 percentage points.

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ROCKWELL AUTOMATION, INC.


The following table reflects our sales and operating results for the three months ended December 31, 2017 and 2016(in millions, except per share amounts and percentages):
 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Sales
Intelligent Devices (a)$968.1 $878.3 $2,927.5 $2,587.2 
Software & Control (b)750.6 606.9 2,065.0 1,655.7 
Lifecycle Services (c)520.0 483.5 1,502.6 1,391.2 
Total sales (d)$2,238.7 $1,968.7 $6,495.1 $5,634.1 
Segment operating earnings (1)
Intelligent Devices (e)$163.1 $173.2 $579.4 $504.4 
Software & Control (f)261.5 190.6 678.1 439.7 
Lifecycle Services (g)48.4 45.4 100.6 103.6 
Total segment operating earnings (2) (h)
473.0 409.2 1,358.1 1,047.7 
Purchase accounting depreciation and amortization(27.2)(25.9)(79.8)(78.1)
Corporate and other(32.3)(15.6)(88.8)(69.6)
Non-operating pension and postretirement credit (cost)5.5 11.9 (87.5)(5.0)
Change in fair value of investments85.7 (5.2)289.3 (138.3)
Interest expense, net(32.9)(30.2)(100.2)(88.9)
Income before income taxes (i)471.8 344.2 1,291.1 667.8 
Income tax provision(73.1)(49.4)(218.8)(84.7)
Net income398.7 294.8 1,072.3 583.1 
Net loss attributable to noncontrolling interests(1.5)(3.1)(12.2)(10.2)
Net income attributable to Rockwell Automation$400.2 $297.9 $1,084.5 $593.3 
Diluted EPS$3.45 $2.55 $9.34 $5.06 
Adjusted EPS (3)
$3.01 $2.66 $8.48 $6.45 
Diluted weighted average outstanding shares115.6 116.5 115.6 116.9 
Pre-tax margin (i/d)21.1 %17.5 %19.9 %11.9 %
Intelligent Devices segment operating margin (e/a)16.8 %19.7 %19.8 %19.5 %
Software & Control segment operating margin (f/b)34.8 %31.4 %32.8 %26.6 %
Lifecycle Services segment operating margin (g/c)9.3 %9.4 %6.7 %7.4 %
Total segment operating margin (2) (h/d)
21.1 %20.8 %20.9 %18.6 %
 Three Months Ended
December 31,
 2017 2016
Sales   
Architecture & Software$746.9
 $696.4
Control Products & Solutions839.7
 793.9
Total sales (a)1,586.6
 $1,490.3
Segment operating earnings(1)
   
Architecture & Software224.6
 $208.6
Control Products & Solutions130.9
 108.0
Total segment operating earnings(2) (b)
355.5
 316.6
Purchase accounting depreciation and amortization(4.4) (5.6)
General corporate — net(16.2) (14.9)
Non-operating pension costs(5.9) (19.8)
Costs related to unsolicited Emerson proposals(11.2) 
Interest expense(20.0) (18.7)
Income before income taxes (c)297.8
 257.6
Income tax provision(534.2) (42.9)
Net (loss) income(236.4) $214.7
    
Diluted EPS$(1.84) $1.65
    
Adjusted EPS(3)
$1.96
 $1.75
    
Diluted weighted average outstanding shares for diluted EPS128.2
 129.7
    
Diluted weighted average outstanding shares for adjusted EPS(3)
130.1
 129.7
    
Total segment operating margin(2) (b/a)
22.4% 21.2%
    
Pre-tax margin (c/a)18.8% 17.3%
(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 (cost), change in fair value of investments, interest expense, net, and income tax provision 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.
(1)See Note 13 in the Condensed 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, general corporate – net, non-operating pension costs, costs related to the unsolicited Emerson proposals, interest expense and income tax provision because we do not consider these costs to be directly related to the operating performance of our segments. We believe that these measures 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)
Adjusted EPS is a non-GAAP earnings measure that excludes the non-operating pension costs and their related income tax effects, costs related to the unsolicited Emerson proposals in the first quarter of fiscal 2018 and their related tax effects, and the provisional tax effect of deemed repatriation of foreign earnings and the revaluation of net deferred tax assets due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). See Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure. Average diluted shares for adjusted EPS is a non-GAAP measure that includes 1.9 million of dilutive shares that are excluded from GAAP average diluted shares in the first quarter of fiscal 2018 because we recorded a net loss.

(3) 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.
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Three and Nine Months EndedJune 30, 2023, Compared to Three and Nine Months Ended June 30, 2022
Sales
Sales increased 13.7 percent and 15.3 percent year over year in the three and nine months ended June 30, 2023, respectively. Organic sales increased 13.2 percent and 16.6 percent year over year in the three and nine months ended June 30, 2023, respectively. Currency translation decreased sales by 0.7 percentage points and 2.4 percentage points year over year in the three and nine months ended June 30, 2023, respectively. Acquisitions increased sales by 1.2 percentage points and 1.1 percentage points year over year in the three and nine months ended June 30, 2023, respectively. Pricing increased total company sales by approximately 3.0 percentage points and 5.5 percentage points in the three and nine months ended June 30, 2023, respectively, realized in the Intelligent Devices and Software & Control segments.
The tables below present 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). The results by region and segment were primarily impacted by the composition of backlog versus underlying demand.
Change vs.
Change in Organic
Sales (1) vs.
Three Months Ended June 30, 2023Three Months Ended June 30, 2022Three Months Ended June 30, 2022
North America$1,260.9 1.7 %1.7 %
Europe, Middle East and Africa494.4 40.2 %33.9 %
Asia Pacific343.5 39.2 %44.4 %
Latin America139.9 8.1 %6.7 %
Total Company Sales$2,238.7 13.7 %13.2 %
Change vs.
Change in Organic
Sales (1) vs.
Nine Months Ended June 30, 2023Nine Months Ended June 30, 2022Nine Months Ended June 30, 2022
North America$3,750.4 9.9 %10.3 %
Europe, Middle East and Africa1,353.7 28.2 %29.6 %
Asia Pacific974.2 23.0 %30.2 %
Latin America416.8 11.5 %9.7 %
Total Company Sales$6,495.1 15.3 %16.6 %
(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 $32.3 million and $88.8 million in the three and nine months ended June 30, 2023, respectively, compared to $15.6 million and $69.6 million in the three and nine months ended June 30, 2022, respectively. The increase was led by the year over year impact of mark-to-market adjustments related to our deferred and non-qualified compensation plans.
Income before Income Taxes
Income before income taxes was $471.8 million and $1,291.1 million in the three and nine months ended June 30, 2023, respectively, compared to $344.2 million and $667.8 million in the three and nine months ended June 30, 2022, respectively. The increase was primarily due to higher sales and fair value adjustments recognized in 2023 compared to 2022 in connection with our investment in PTC (the "PTC adjustments"). Higher non-operating pension expense partially offset the higher income before income taxes in the nine months ended June 30, 2023.
Total segment operating earnings increased 15.6 percent in the three months ended June 30, 2023, primarily due to higher sales volume, including pricing increases, partially offset by higher investment spend and incentive compensation. Total segment operating earnings increased 29.6 percent in the nine months ended June 30, 2023, primarily due to higher sales volume, including pricing increases, partially offset by higher investment spend, higher incentive compensation, higher input costs, and unfavorable currency impact.
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Income Taxes
The effective tax rate for the three months ended June 30, 2023, was 15.5 percent compared to 14.4 percent for the three months ended June 30, 2022. The increase in the effective tax rate was primarily due to lower discrete benefits in the current year. Our adjusted effective tax rate for the three months ended June 30, 2023, was 14.1 percent compared to 14.5 percent for the three months ended June 30, 2022. The decrease in the adjusted effective tax rate was primarily due to non-U.S. tax rates.
The effective tax rate for the nine months ended June 30, 2023, was 16.9 percent compared to 12.7 percent for the nine months ended June 30, 2022. The increase in the effective tax rate was primarily due to the PTC adjustments, non-U.S. tax rates, and lower discrete benefits in the current year. Our adjusted effective tax rate for the nine months ended June 30, 2023, was 16.2 percent compared to 15.2 percent for the nine months ended June 30, 2022. The increase in the adjusted effective tax rate was primarily due to lower discrete benefits in the current year.
Diluted EPS and Adjusted EPS
2023 third quarter Net income attributable to Rockwell Automation was $400.2 million or $3.45 per share, compared to $297.9 million or $2.55 per share in the third quarter of 2022. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher sales and pre-tax margin. Pre-tax margin was 21.1 percent in the third quarter of 2023 compared to 17.5 percent in the same period last year. The increase in pre-tax margin was primarily due to higher sales and the PTC adjustments. 2023 third quarter adjusted EPS was $3.01, up 13.2 percent compared to $2.66 in the third quarter of 2022, primarily due to higher sales. Total segment operating margin in the third quarter of 2023 was 21.1 percent compared to 20.8 percent a year ago.
Net income attributable to Rockwell Automation was $1,084.5 million or $9.34 per share in the nine months ended June 30, 2023, compared to $593.3 million or $5.06 per share in the nine months ended June 30, 2022. The increases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to higher sales and pre-tax margin. Pre-tax margin was 19.9 percent in the nine months ended June 30, 2023, compared to 11.9 percent in the same period last year. The increase in pre-tax margin was primarily due to higher sales and the PTC adjustments, partially offset by higher non-operating pension expense. Adjusted EPS was $8.48 in the nine months ended June 30, 2023, up 31.5 percent compared to $6.45 in the nine months ended June 30, 2022. The increase in adjusted EPS was primarily due to higher sales and segment operating margin. Total segment operating margin in the nine months ended June 30, 2023, was 20.9 percent compared to 18.6 percent in the same period a year ago primarily due to higher sales volume, including pricing increases, partially offset by higher investment spend, higher incentive compensation, higher input costs, and unfavorable currency impact.
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Intelligent Devices
Sales
Intelligent Devices sales increased 10.2 percent and 13.2 percent year over year in the three and nine months ended June 30, 2023, respectively. Intelligent Devices organic sales increased 8.2 percent and 13.5 percent year over year in the three and nine months ended June 30, 2023, respectively. Currency translation decreased sales by 0.4 percentage points and 2.4 percentage points year over year, in the three and nine months ended June 30, 2023, respectively. The acquisition of CUBIC increased sales by 2.4 percentage points and 2.1 percentage points year over year in the three and nine months ended June 30, 2023, respectively. For the three months ended June 30, 2023, reported and organic sales increased in all regions except for North America. For the nine months ended June 30, 2023, reported and organic sales increased in all regions.
Segment Operating Margin
Intelligent Devices segment operating earnings decreased 5.8 percent year over year in the three months ended June 30, 2023. Segment operating margin decreased to 16.8 percent in the three months ended June 30, 2023, from 19.7 percent in the same period a year ago. The benefit of higher sales, including the impact from price, was more than offset by higher investment spend, unfavorable mix, and higher incentive compensation.
Intelligent Devices segment operating earnings increased 14.9 percent year over year in the nine months ended June 30, 2023. Segment operating margin increased to 19.8 percent in the nine months ended June 30, 2023, from 19.5 percent in the same period a year ago. The increase from the prior year includes higher sales volume, including the impact from price, partially offset by higher investment spend, unfavorable mix, higher incentive compensation, and unfavorable currency impact.
Software & Control
Sales
Software & Control sales increased 23.7 percent and 24.7 percent year over year in the three and nine months ended June 30, 2023, respectively. Software & Control organic sales increased 24.4 percent and 27.2 percent year over year in the three and nine months ended June 30, 2023, respectively. Currency translation decreased sales by 0.7 percentage points and 2.5 percentage points year over year in the three and nine months ended June 30, 2023, respectively. For the three and nine months ended June 30, 2023, reported and organic sales increased in all regions.
Segment Operating Margin
Software & Control segment operating earnings increased 37.2 percent and 54.2 percent year over year in the three and nine months ended June 30, 2023, respectively. Segment operating margin increased to 34.8 percent and 32.8 percent in the three and nine months ended June 30, 2023, respectively, from 31.4 percent and 26.6 percent in the same period a year ago, primarily driven by higher sales volume, including the impact from price, partially offset by higher investment spend.
Lifecycle Services
Sales
Lifecycle Services sales increased 7.5 percent and 8.0 percent year over year in the three and nine months ended June 30, 2023, respectively. Lifecycle Services organic sales increased 8.0 percent and 10.0 percent year over year in the three and nine months ended June 30, 2023, respectively. Currency translation decreased sales by 1.0 percentage points and 2.6 percentage points year over year in the three and nine months ended June 30, 2023, respectively. Acquisitions increased sales by 0.5 percentage points and 0.6 percentage points year over year in the three and nine months ended June 30, 2023, respectively. For the three months ended June 30, 2023, reported and organic sales increased in all regions except for North America. For the nine months ended June 30, 2023, reported and organic sales increased in all regions except for Latin America.
Segment Operating Margin
Lifecycle Services segment operating earnings increased 6.6 percent and decreased 2.9 percent year over year in the three and nine months ended June 30, 2023, respectively. Segment operating margin decreased to 9.3 percent in the three months ended June 30, 2023, from 9.4 percent in the same period a year ago. Segment operating margin decreased to 6.7 percent in the nine months ended June 30, 2023, from 7.4 percent in the same period a year ago, as the benefit of higher sales was more than offset by higher incentive compensation costs and one-time items to expand future profitability.
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Supplemental Segment Information
Purchase accounting depreciation and amortization and non-operating pension costsand postretirement benefit (credit) cost 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,
 2017 2016
Purchase accounting depreciation and amortization   
Architecture & Software$1.6
 $1.6
Control Products & Solutions2.5
 3.8
Non-operating pension costs   
Architecture & Software1.8
 7.1
Control Products & Solutions2.8
 11.1
The decreases in non-operating pension costs in both segments for the three months ended December 31, 2017, were primarily due to a $200 million voluntary contribution in fiscal 2017 and other actuarial adjustments.

 Three Months Ended
June 30,
Nine Months Ended
June 30,
 2023202220232022
Purchase accounting depreciation and amortization
Intelligent Devices$1.3 $0.5 $3.5 $1.9 
Software & Control17.1 17.3 51.2 51.8 
Lifecycle Services8.5 7.9 24.3 23.7 
Non-operating pension and postretirement benefit (credit) cost
Intelligent Devices$(1.9)$(4.7)$23.0 $(1.9)
Software & Control(1.9)(4.7)23.0 (1.9)
Lifecycle Services(2.7)(6.3)30.6 (2.6)
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Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation

Adjusted Income, Adjustedincome, adjusted EPS, and Adjusted Effective Tax Rateadjusted effective tax rate are non-GAAP earnings measures that exclude non-operating pension costs and postretirement benefit (credit) cost, purchase accounting depreciation and amortization attributable to Rockwell Automation, change in fair value of investments, and Net loss attributable to noncontrolling interests, including their related incomerespective tax effects, costs related to the unsolicited Emerson proposals in the first quarter of fiscal 2018 and their related tax effects, and the provisional tax effect of deemed repatriation of foreign earnings and the revaluation of net deferred tax assets due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act").effects. Non-operating pension costs includeand postretirement benefit (credit) cost is defined benefit plan interest cost, expected return on plan assets, amortizationas all components of actuarial gains and losses and the impact of any plan curtailments or settlements. These components ofour net periodic pension and postretirement benefit cost primarily relate to changesexcept for service cost. See Note 10 in the Consolidated Financial Statements for more information on our net periodic pension assets and liabilities that are a result of market performance; we consider these and other excluded costs to be unrelated to the operating performance of our business. postretirement benefit cost.
We believe that Adjusted Income, Adjustedadjusted income, adjusted EPS, and Adjusted Effective Tax Rateadjusted 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, Adjustedadjusted income, adjusted EPS, and Adjusted Effective Tax Rateadjusted 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 from continuing operations,attributable to Rockwell Automation, diluted EPS, and effective tax rate.

The following are the components of operating and non-operating pension costs for the three months ended December 31, 2017 and 2016 (in millions):
 Three Months Ended
December 31,
 2017 2016
Service cost$22.2
 $24.1
Amortization of prior service credit0.2
 (0.8)
Operating pension costs22.4
 23.3
    
Interest cost38.8
 37.8
Expected return on plan assets(61.2) (56.2)
Amortization of net actuarial loss28.3
 38.0
Settlements
 0.2
Non-operating pension costs5.9

19.8
    
Net periodic pension cost$28.3
 $43.1


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The following are reconciliations of Net income from continuing operations,attributable to Rockwell Automation, diluted EPS, from continuing operations and effective tax rate to Adjusted Income, Adjustedadjusted income, adjusted EPS, and Adjusted Effective Tax Rate,adjusted effective tax rate, respectively for the three months ended December 31, 2017 and 2016 (in millions, except per share amounts and percentages):
Three Months Ended
June 30,
Nine Months Ended
June 30,
2023202220232022
Net income attributable to Rockwell Automation$400.2 $297.9 $1,084.5 $593.3 
Non-operating pension and postretirement benefit (credit) cost (1)
(5.5)(11.9)87.5 5.0 
Tax effect of non-operating pension and postretirement benefit (credit) cost (1)
1.2 3.8 (21.6)(0.9)
Purchase accounting depreciation and amortization attributable to Rockwell Automation24.1 22.9 70.7 69.1 
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation(5.9)(5.6)(17.3)(16.8)
Change in fair value of investments (2)
(85.7)5.2 (289.3)138.3 
Tax effect of change in fair value of investments (2)
20.7 (1.2)70.0 (31.1)
Adjusted income$349.1 $311.1 $984.5 $756.9 
Diluted EPS$3.45 $2.55 $9.34 $5.06 
Non-operating pension and postretirement benefit (credit) cost (1)
(0.05)(0.10)0.76 0.04 
Tax effect of non-operating pension and postretirement benefit (credit) cost (1)
0.01 0.03 (0.19)(0.01)
Purchase accounting depreciation and amortization attributable to Rockwell Automation0.21 0.20 0.61 0.59 
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation(0.05)(0.05)(0.15)(0.14)
Change in fair value of investments (2)
(0.74)0.04 (2.50)1.18 
Tax effect of change in fair value of investments (2)
0.18 (0.01)0.61 (0.27)
Adjusted EPS$3.01 $2.66 $8.48 $6.45 
Effective tax rate15.5 %14.4 %16.9 %12.7 %
Tax effect of non-operating pension and postretirement benefit (credit) cost (1)
(0.1)%(0.7)%0.5 %— %
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation0.6 %0.6 %0.5 %0.8 %
Tax effect of change in fair value of investments (2)
(1.9)%0.2 %(1.7)%1.7 %
Adjusted effective tax rate14.1 %14.5 %16.2 %15.2 %
(1) Includes settlement and curtailment charges (benefit) of $2.2 million and $120.1 million for the three and nine months ended June 30, 2023, respectively, and $(0.7) million and $24.2 million for the three and nine months ended June 30, 2022, respectively.
(2) Primarily relates to the change in fair value of investment in PTC.
34

 Three Months Ended
December 31,
 2017
2016
(Loss) Income from continuing operations$(236.4) $214.7
Non-operating pension costs5.9
 19.8
Tax effect of non-operating pension costs(1.8) (7.2)
Costs related to unsolicited Emerson proposals11.2
 
Tax effect of costs related to unsolicited Emerson proposals(3.1) 
Effect of deemed repatriation of foreign earnings due to the Tax Act1
385.5
 
Effect of net deferred tax asset revaluation due to the Tax Act1
94.2
 
Adjusted Income$255.5
 $227.3
    
Diluted EPS from continuing operations$(1.84) $1.65
Non-operating pension costs per diluted share0.06
 0.15
Tax effect of non-operating pension costs per diluted share(0.01) (0.05)
Costs related to unsolicited Emerson proposals0.09
 
Tax effect of costs related to unsolicited Emerson proposals(0.02) 
Effect of deemed repatriation of foreign earnings due to the Tax Act1
2.96
 
Effect of net deferred tax asset revaluation due to the Tax Act1
0.72
 
Adjusted EPS$1.96
 $1.75
    
Effective tax rate179.4 % 16.7%
Tax effect of non-operating pension costs0.3 % 1.4%
Tax effect of costs related to unsolicited Emerson proposals0.3 % %
Effect of deemed repatriation of foreign earnings due to the Tax Act1
(129.5)% %
Effect of net deferred tax asset revaluation due to the Tax Act1
(31.6)% %
Adjusted Effective Tax Rate18.9 % 18.1%
Fiscal 2023 Guidance (4)
Diluted EPS (1)
$12.46 - $12.86
Non-operating pension and postretirement benefit cost (2)
0.68
Tax effect of non-operating pension and postretirement benefit cost (2)
(0.17)
Purchase accounting depreciation and amortization attributable to Rockwell Automation0.82
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation(0.20)
Change in fair value of investments (3)
(2.50)
Tax effect of change in fair value of investments (3)
0.61
Adjusted EPS (1)
$11.70 - $12.10
Effective tax rate~ 17.5%
Tax effect of non-operating pension and postretirement benefit cost (2)
~ 0.5%
Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation~ 0.5%
Tax effect of change in fair value of investments (3)
~ (1.0)%
Adjusted effective tax rate~ 17.5%
1These amounts,(1) Fiscal 2023 guidance based on adjusted income attributable to Rockwell, which includes an adjustment for SLB's non-controlling interest in Sensia.
(2) Year-to-date pension settlement charges are used for guidance, as estimates of these adjustments on a forward-looking basis are not available due to variability, complexity, and limited visibility of these items.
(3) The actual year-to-date adjustments, which are based on reasonablePTC's share price at June 30, 2023, and year-to-date sales of PTC Shares, are used for guidance, as estimates will require furtherof these adjustments on a forward-looking basis are not available due to variability, complexity, and limited visibility of these items.
(4) Guidance as additional guidance from the U.S. Department of Treasury is provided, the Company’s assumptions change, or as further information and interpretations become available. Refer to Note 12 in the Condensed Consolidated Financial Statements for further information regarding the effect of the enactment of the Tax Act on our financial condition and results of operations.

August 1, 2023.
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Three Months EndedDecember 31, 2017, Compared to Three Months Ended December 31, 2016
  Three Months Ended December 31,
(in millions, except per share amounts) 2017 2016 Change
Sales $1,586.6
 $1,490.3
 $96.3
Income before income taxes 297.8
 257.6
 40.2
Diluted EPS (1.84) 1.65
 (3.49)
Adjusted EPS 1.96
 1.75
 0.21
Sales
Sales increased 6.5 percent in the three months ended December 31, 2017. Organic sales increased 5.3 percent year over year. Currency translation increased sales by 2.5 percentage points, and the prior year divestiture reduced sales growth by 1.3 percentage points in the three months ended December 31, 2017.
Pricing contributed less than one percentage point to sales growth in the three months ended December 31, 2017.
The table below presents our sales, attributed to the geographic regions based upon country of destination, for the three months ended December 31, 2017, 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, 2017
 Three Months Ended December 31, 2016 Three Months Ended December 31, 2016
United States$851.9
 3.9% 5.4%
Canada92.0
 11.2% 11.5%
Europe, Middle East and Africa (EMEA)307.4
 13.6% 4.9%
Asia Pacific214.5
 4.3% 1.5%
Latin America120.8
 8.6% 8.5%
Total sales$1,586.6
 6.5% 5.3%
(1) Organic sales and organic sales growth exclude the effect of changes in currency exchange rates, acquisitions and divestitures. See Supplemental Sales Information for information on this non-GAAP measure.

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ROCKWELL AUTOMATION, INC.


Three Months EndedDecember 31, 2017, Compared to Three Months Ended December 31, 2016
United States sales increased in the three months ended December 31, 2017, mainly due to strength in heavy industries, partially offset by weakness in consumer and automotive industries.
Sales in Canada increased in the three months ended December 31, 2017, led by growth in consumer and heavy industries.
EMEA sales increased in the three months ended December 31, 2017, with growth in both mature and emerging countries.
Sales in Asia Pacific increased in the three months ended December 31, 2017, led by China.
Latin America sales increased in the three months ended December 31, 2017, led by growth in heavy industries and consumer.
General Corporate - Net
General corporate - net expenses were $16.2 million in the three months ended December 31, 2017, compared to $14.9 million in the three months ended December 31, 2016.
Income before Income Taxes
Income before income taxes increased 16 percent year over year in the three months ended December 31, 2017. Total segment operating earnings increased 12 percent year over year in the three months ended December 31, 2017. The increases in income before income taxes and total segment operating earnings were primarily due to higher sales, partially offset by higher investment spending.
Income Taxes
The effective tax rate for the three months ended December 31, 2017, was 179.4 percent compared to 16.7 percent for the three months ended December 31, 2016. Our Adjusted Effective Tax Rate for the three months ended December 31, 2017, was 18.9 percent compared to 18.1 percent in the three months ended December 31, 2016. The increase in the effective tax rate was due to discrete tax expenses related to the deemed repatriation of foreign earnings ($385.5 million or 129.5 percent) and the revaluation of net deferred tax assets ($94.2 million or 31.6 percent) resulting from the Tax Act. The increase in the Adjusted Effective Tax Rate was primarily due to lower favorable discrete tax items in the current quarter compared to the prior year, partially offset by the impact of the lower U.S. statutory tax rate under the Tax Act. Refer to Note 12 in the Condensed Consolidated Financial Statements for further information regarding the effect of the enactment of the Tax Act on our financial condition and results of operations.

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ROCKWELL AUTOMATION, INC.


Three Months EndedDecember 31, 2017, Compared to Three Months Ended December 31, 2016
Architecture & Software
  Three Months Ended December 31,
(in millions, except percentages) 2017 2016 Change
Sales $746.9
 $696.4
 $50.5
 
Segment operating earnings 224.6
 208.6
 16.0
 
Segment operating margin 30.1% 30.0% 0.1
pts 
Sales
Architecture & Software sales increased 7.3 percent in the three months ended December 31, 2017, and organic sales increased 4.6 percent. Currency translation increased sales by 2.7 percentage points in the three months ended December 31, 2017.
Growth in both reported and organic sales was broad-based across all regions for the three months ended December 31, 2017. Canada had the highest reported and organic sales growth rates for the three months ended December 31, 2017.
Logix sales increased 9 percent year over year in the three months ended December 31, 2017. Logix organic sales increased 6 percent year over year in the three months ended December 31, 2017, and currency translation increased Logix sales by 3 percentage points.
Operating Margin
Architecture & Software segment operating earnings increased 8 percent year over year in the three months ended December 31, 2017. Segment operating margin increased to 30.1 percent in the three months ended December 31, 2017, from 30.0 percent a year ago, primarily due to higher sales, partially offset by higher investment spending.

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ROCKWELL AUTOMATION, INC.


Three Months EndedDecember 31, 2017, Compared to Three Months Ended December 31, 2016
Control Products & Solutions
  Three Months Ended December 31,
(in millions, except percentages) 2017 2016 Change
Sales $839.7
 $793.9
 $45.8
 
Segment operating earnings 130.9
 108.0
 22.9
 
Segment operating margin 15.6% 13.6% 2.0
pts 
Sales
Control Products & Solutions sales increased 5.8 percent year over year in the three months ended December 31, 2017, and organic sales increased 5.9 percent. Currency translation increased sales by 2.3 percentage points, and the prior year divestiture reduced sales growth by 2.4 percent in the three months ended December 31, 2017.
All regions, except Canada, experienced reported and organic sales growth in the three months ended December 31, 2017. Canada reported sales decreased year over year, but organic sales increased. EMEA had the highest reported sales growth rate for the three months ended December 31, 2017, and Latin America had the highest organic sales growth rate.
Product sales increased 2 percent in the three months ended December 31, 2017, compared to the three months ended December 31, 2016. Product organic sales increased 5 percent year over year in the three months ended December 31, 2017. Currency translation increased sales by 2 percentage points in the three months ended December 31, 2017, and the prior year divestiture reduced sales growth by 5 percentage points.
Sales in our solutions and services businesses increased 9 percent in the three months ended December 31, 2017, compared to the three months ended December 31, 2016. Organic sales in our solutions and services business increased 6 percent in the three months ended December 31, 2017, and currency translation increased sales by 3 percentage points.
Operating Margin
Control Products & Solutions segment operating earnings increased 21 percent year over year in the three months ended December 31, 2017. Segment operating margin increased to 15.6 percent in the three months ended December 31, 2017, compared to 13.6 percent a year ago, primarily due to higher sales.

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ROCKWELL AUTOMATION, INC.


Financial Condition
The following is a summary of our cash flows from operating, investing, and financing activities, as reflected in the Condensed Consolidated Statement of Cash Flows (in millions):
Nine Months Ended
June 30,
Three Months Ended
December 31,
20232022
2017 2016
Cash provided by (used for):   
Cash provided by (used for)Cash provided by (used for)
Operating activities$212.7
 $310.8
Operating activities$535.1 $423.7 
Investing activities(33.0) (37.6)Investing activities88.6 (99.2)
Financing activities(26.6) (151.9)Financing activities(709.2)(478.5)
Effect of exchange rate changes on cash(17.0) (53.1)Effect of exchange rate changes on cash29.7 (25.3)
Cash provided by continuing operations$136.1
 $68.2
Decrease in cash, cash equivalents, and restricted cashDecrease in cash, cash equivalents, and restricted cash$(55.8)$(179.3)
The following table summarizes free cash flow, (in millions), which is a non-GAAP financial measure:measure (in millions):
Nine Months Ended
June 30,
Three Months Ended
December 31,
20232022
2017 2016
Cash provided by continuing operating activities$212.7
 $310.8
Cash provided by operating activitiesCash provided by operating activities$535.1 $423.7 
Capital expenditures(34.1) (39.4)Capital expenditures(97.3)(100.3)
Free cash flow$178.6
 $271.4
Free cash flow$437.8 $323.4 
Our definition of free cash flow takes into consideration capital investments required to maintain the operations of our businesses' operationsbusinesses and execute our strategy. Cash provided by continuing operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations, if any. Operating, investing, and financing cash flows of our discontinued operations, if any, are presented separately in our statementConsolidated Statement of cash flows.Cash Flows. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may differbe different from definitions used by other companies.
Cash provided by operating activities was $212.7 million for the three months ended December 31, 2017, compared to $310.8$535.1 million for the threenine months ended December 31, 2016.June 30, 2023, compared to $423.7 million for the nine months ended June 30, 2022. Free cash flow was $178.6$437.8 million for the threenine months ended December 31, 2017,June 30, 2023, compared to $271.4$323.4 million for the threenine months ended December 31, 2016.June 30, 2022. The year-over-year decreasesyear over year increases in cash provided by operating activities and free cash flow were primarily due to higher incentive compensation paymentspre-tax income in the first quarternine months of fiscal 20182023 compared to the first quarternine months of 2022, partially offset by increases in working capital. Free cash flow for the nine months ended June 30, 2023 and 2022, includes $16.6 million and $0.1 million, respectively, of taxes paid on the realized gain from sales of the PTC Shares.
In December 2021, the Company entered a 10b5-1 plan related to our PTC Shares, pursuant to which a broker makes periodic sales of some of our PTC Shares on behalf of the Company, subject to the terms of the plan. Starting in June 2022, the Company made periodic sales of our PTC Shares in the open market, outside of the parameters of the existing 10b5-1 plan. In December 2022, the original 10b5-1 plan was completed and a new 10b5-1 plan related to our PTC Shares was entered into by the Company. All of our sales of PTC Shares are consistent with the transfer restrictions in the securities purchase agreement, as amended, with PTC. As of June 30, 2023 and 2022, the fiscal 2017.year-to-date sales of our PTC shares under our 10b5-1 plan and open market sales resulted in a gross inflow of $355.2 million and $66.0 million, respectively. This excludes any tax liability related to the realized gain on investment. These proceeds, and any proceeds from future sales, will support our future uses of cash.
Our Short-term debt as of June 30, 2023, and September 30, 2022, includes commercial paper borrowings of $183.0 million and $317.0 million, respectively, with weighted average interest rates of 5.10 percent and 3.03 percent, respectively, and weighted average maturity periods of 9 days and 22 days, respectively. In December 2022, Sensia entered into an unsecured $75.0 million line of credit. As of June 30, 2023, included in Short-term debt was $65.0 million borrowed against the line of credit with an interest rate of 6.14 percent. Also included in Short-term debt as of June 30, 2023, and September 30, 2022, is $23.5 million and $42.3 million, respectively, of interest-bearing loans from SLB to Sensia, due December 29, 2023.
36

We repurchased approximately 1.11.0 million shares of our common stock under our share repurchase program in the first threenine months of 2018.2023. The total cost of these shares was $208.6$256.2 million,, of which $17.8$0.8 million was recorded in accountsAccounts payable at December 31, 2017,June 30, 2023, related to shares that did not settle until January 2018. We had no unsettledJuly 2023. At September 30, 2022, there were $1.6 million of outstanding common stock share repurchases outstanding at September 30, 2017.recorded in Accounts payable. We repurchased approximately 0.61.0 million shares of our common stock under our share repurchase program in the first threenine months of 2017.2022. The total cost of these shares was $80.8$225.5 million,, of which $4.5$8.8 million was recorded in accountsAccounts payable at December 31, 2016,June 30, 2022, related to shares that did not settle until January 2017. We expect to repurchase $1.2 billion of our common stock during fiscal year 2018.July 2022. Our decision to repurchase shares in the remainder of 20182023 will depend on business conditions, free cash flow generation, other cash requirements, (including acquisitions) and stock price. At December 31, 2017, we had approximately $399.8 million remaining for share repurchases under the $1.0 billion share repurchase authorization approved by the Board of Directors in 2016. On January 15, 2018,May 2, 2022, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. At June 30, 2023, we had approximately $995.1 million remaining for share repurchases under our existing board authorization. See Part II, Item 2, 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

34

ROCKWELL AUTOMATION, INC.


Financial Condition (continued)
We expect future uses of cash to include working capital requirements, capital expenditures, additional contributions to our retirement plans, acquisitions of businesses and other inorganic investments, dividends to shareowners, repurchases of common stock, and repayments of debt. We expect to fund future uses of cash with a combination of existing cash balances, and short-term investments, cash generated by operating activities, commercial paper borrowings, or a new issuanceissuances of debt or other securities.
At September 30, 2017, substantially all of our cash, cash equivalents and investments (funds) were held by non-U.S. subsidiaries where our undistributed earnings were indefinitely reinvested. Due to the enactment of the Tax Act in the first quarter of fiscal 2018, our previously undistributed foreign earnings were subject to a deemed repatriation tax of approximately $385.5 million. Accordingly, these funds will not be subject to further U.S. tax if repatriated. Refer to Note 12 in the Condensed Consolidated Financial Statements for further information regarding the effect of the enactment of the Tax Act of on our financial condition and results of operations.
In addition, to cash generated by operating activities, we have access to existing financing sources, including the public debt markets and unsecured credit facilities with various banks. Our short-term debt obligations
At June 30, 2023, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. 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 primarily comprised of commercial paper borrowings. Commercial paper borrowings outstanding were $839.4 million at December 31, 2017,indefinitely reinvested.
In June 2022, we replaced our former $1.25 billion unsecured revolving credit facility with a weighted average interest rate of 1.66 percent and weighted average maturity period of 19 days. Commercial paper borrowings outstanding were $350.0 million at September 30, 2017, with a weighted average interest rate of 1.26 percent and weighted average maturity period of 10 days.
At December 31, 2017, and September 30, 2017, our total current borrowing capacity under ournew five-year $1.5 billion unsecured revolving credit facility, expiring in March 2020 was $1.0 billion.June 2027. We can increase the aggregate amount of this credit facility by up to $350.0$750.0 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility or the former credit facility during the three monthsperiods ended December 31, 2017.June 30, 2023, or September 30, 2022. Borrowings under this credit facility bear interest based on short-term money market rates in effect during the period the borrowings are outstanding. 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 an amendment to the credit facility as the ratio of consolidated EBITDA (as defined in the amendment)facility) for the preceding four quarters to consolidated interest expense for the same period.
Separate short-term unsecured credit facilities of approximately $128.1 million at December 31, 2017, were available to non-U.S. subsidiaries. BorrowingsLIBOR was the primary basis for determining interest payments on borrowings under our non-U.S.former $1.25 billion credit facilities at December 31, 2017 and 2016 were not significant. We were in compliance with all covenants under ourfacility. Our new $1.5 billion credit facilities at December 31, 2017 and 2016. There are no significant commitment fees or compensating balance requirements under our credit facilities.facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments.
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 $219.4 million at June 30, 2023, were available to non-U.S. subsidiaries, of which, approximately $32.2 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at June 30, 2023, and September 30, 2022, were not significant. We were in compliance with all covenants under our credit facilities at June 30, 2023, and September 30, 2022. 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 December 31, 2017:
June 30, 2023:
Credit Rating AgencyShort-Term RatingLong-Term RatingOutlook
Standard & Poor’sA-1AStableNegative
Moody’sP-2A3Stable
Fitch RatingsF1AStable
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 to date.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.

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ROCKWELL AUTOMATION, INC.


Financial Condition (continued)
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 among counterparties to minimize exposure to any one of these entities. In February 2017, we began investing in investment-grade fixed income securities, including corporate debt and government obligations, to provide further diversification. Refer to Note 8 in the Condensed Consolidated Financial Statements for further discussion of these investments. Our emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.
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 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 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 usually 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 and nine months ended December 31, 2017 and December 31, 2016,June 30, 2023, we reclassified $5.2$7.3 million and $27.7 million, respectively, in pre-tax net losses and $0.2 million in pre-tax net gains respectively, related to cash flow hedges from accumulatedAccumulated other comprehensive loss into the Condensed Consolidated Statement of Operations. WeDuring the three and nine months ended June 30, 2022, we reclassified $7.2 million and $6.6 million, respectively, in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of June 30, 2023, we expect that approximately $16.2$4.5 million of pre-tax net unrealized lossesgains on cash flow hedges as of December 31, 2017, will be reclassified into earnings during the next 12 months.
Information with respect to our contractual cash obligations is contained in Item 7, 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information, except regarding the repayment of our $250.0 million 5.65% notes and regarding the transition tax required by the Tax Act as discussed in Note 5 and Note 12, respectively, in the Condensed Consolidated Financial Statements.




information.
36
38

ROCKWELL AUTOMATION, INC.


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, and acquisitions, 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 and acquisitions.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 acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. 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 our reported sales to organic sales by geographic region to organic sales (in millions):
 Three Months Ended June 30, 2023Three Months Ended June 30, 2022
Reported SalesLess: Effect of
Acquisitions
Effect of
Changes in
Currency
Organic SalesReported Sales
North America$1,260.9 $4.3 $(4.9)$1,261.5 $1,239.9 
Europe, Middle East and Africa494.4 15.3 6.8 472.3 352.6 
Asia Pacific343.5 4.2 (17.1)356.4 246.8 
Latin America139.9 — 1.8 138.1 129.4 
Total Company Sales$2,238.7 $23.8 $(13.4)$2,228.3 $1,968.7 
 Nine Months Ended June 30, 2023Nine Months Ended June 30, 2022
Reported SalesLess: Effect of
Acquisitions
Effect of
Changes in
Currency
Organic SalesReported Sales
North America$3,750.4 $8.6 $(20.6)$3,762.4 $3,412.2 
Europe, Middle East and Africa1,353.7 41.7 (56.7)1,368.7 1,056.2 
Asia Pacific974.2 12.2 (68.8)1,030.8 791.9 
Latin America416.8 — 6.8 410.0 373.8 
Total Company Sales$6,495.1 $62.5 $(139.3)$6,571.9 $5,634.1 
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Table of Contents
 Three Months Ended December 31, 2017 Three Months Ended
December 31, 2016
 Sales 
Effect of
Changes in
Currency
 
Sales
Excluding
Effect of
Changes in
Currency
 
Effect of
Acquisitions
 Organic Sales       Sales Effect of Divestitures Sales Excluding Divestitures
United States$851.9
 $(0.7) $851.2
 $
 $851.2
 $820.1
 $(12.3) $807.8
Canada92.0
 (4.4) 87.6
 
 87.6
 82.7
 (4.1) 78.6
EMEA307.4
 (23.4) 284.0
 
 284.0
 270.7
 
 270.7
Asia Pacific214.5
 (5.8) 208.7
 
 208.7
 205.6
 
 205.6
Latin America120.8
 (2.1) 118.7
 
 118.7
 111.2
 (1.8) 109.4
Total Company Sales$1,586.6
 $(36.4) $1,550.2
 $
 $1,550.2
 $1,490.3
 $(18.2) $1,472.1
The following is a reconciliation of our reported sales to organic sales by operating segment to organic sales (in millions):
 Three Months Ended June 30, 2023Three Months Ended June 30, 2022
Reported SalesLess: Effect of
Acquisitions
Effect of
Changes in
Currency
Organic SalesReported Sales
Intelligent Devices$968.1 $21.2 $(3.8)$950.7 $878.3 
Software & Control750.6 — (4.6)755.2 606.9 
Lifecycle Services520.0 2.6 (5.0)522.4 483.5 
Total Company Sales$2,238.7 $23.8 $(13.4)$2,228.3 $1,968.7 
 Nine Months Ended June 30, 2023Nine Months Ended June 30, 2022
Reported SalesLess: Effect of
Acquisitions
Effect of
Changes in
Currency
Organic SalesReported Sales
Intelligent Devices$2,927.5 $54.2 $(62.9)$2,936.2 $2,587.2 
Software & Control2,065.0 — (41.0)2,106.0 1,655.7 
Lifecycle Services1,502.6 8.3 (35.4)1,529.7 1,391.2 
Total Company Sales$6,495.1 $62.5 $(139.3)$6,571.9 $5,634.1 
40
 Three Months Ended December 31, 2017 Three Months Ended
December 31, 2016
 Sales 
Effect of
Changes in
Currency
 
Sales
Excluding
Effect of
Changes in
Currency
 
Effect of
Acquisitions
 Organic Sales       Sales Effect of Divestitures Sales Excluding Divestitures
Architecture & Software$746.9
 $(18.2) $728.7
 $
 $728.7
 $696.4
 $
 $696.4
Control Products & Solutions839.7
 (18.2) 821.5
 
 821.5
 793.9
 (18.2) 775.7
Total Company Sales$1,586.6
 $(36.4) $1,550.2
 $
 $1,550.2
 $1,490.3
 $(18.2) $1,472.1

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ROCKWELL AUTOMATION, INC.


Critical Accounting Estimates
We have prepared the Condensed 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 statementsConsolidated 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, 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information, except as noted below.
Goodwill - Sensia Reporting Unit
The quantitative test of Goodwill for impairment requires us to estimate the fair value of our reporting units. During the second quarter of fiscal 2023, we performed a quantitative impairment test for our Sensia reporting unit. We determined the fair value of the reporting unit under a combination of an income approach derived from discounted cash flows and a market multiples approach using selected comparable public companies.
Critical assumptions used in this approach included management’s estimated future revenue growth rates and margins, a discount rate, and a market multiple. Estimated future revenue growth and margins are based on management’s best estimate about current and future conditions. The revenue growth rate assumption reflects significant growth over the next five years before moderating back to a growth rate approximating longer term average inflationary rates. The forecasted near-term growth rate assumes that revenue will return to pre-pandemic levels due to the abatement of pandemic and supply chain related disruptions. Margin assumptions reflect that recent cost pressure related to inflation and supply chain challenges will be compensated through pricing achieved on future orders. We believe the assumptions and estimates made were reasonable and appropriate, which are based on a number of factors, including historical experience, reference to external product available market and industry growth publications, analysis of peer group projections, and information obtained from reporting unit management, including backlog. Actual results and forecasts of revenue growth and margins for our Sensia reporting unit may be impacted by its concentration within the Oil & Gas industry and with its customer base. Demand for Sensia hardware and software products, solutions, and services is sensitive to industry volatility and risks, including those related to commodity prices, supply and demand dynamics, production costs, geological activity, and political activities. If such factors impact our ability to achieve forecasted revenue growth rates and margins, the fair value of the reporting unit could decrease, which may result in an impairment. We determined the discount rate using our weighted average cost of capital adjusted for risk factors including risk associated with our above market revenue growth assumptions, historical performance, and industry-specific and economic factors. Additionally, industry-specific and economic factors that increase the discount rate or decrease the market multiple can decrease the fair value of the Sensia reporting unit, which may result in an impairment.
Based on these assumptions and estimates, the fair value of the Sensia reporting unit exceeded its carrying value by approximately 10 percent. We also assessed the changes in events and circumstances subsequent to our annual test and concluded that no triggering events, which would require interim quantitative testing, occurred. Therefore, as of June 30, 2023, we deemed that no impairment existed on $318.2 million of Goodwill allocated to the Sensia reporting unit.
Retirement Benefits - Pension
In June 2023, we remeasured our U.S. pension plan assets and liabilities in accordance with U.S GAAP settlement accounting rules. The discount rate used in the remeasurement was 5.45 percent compared to 5.65 percent at our September 30, 2022, annual measurement date. The 5.45 percent discount rate was set as of a June 30, 2023, measurement date and was determined by modeling a portfolio of bonds that match the expected cash flow of our benefit plans. See Note 10 in the Consolidated Financial Statements for additional information regarding the critical estimates involved in our accounting for the Tax Act as discussed in Note 12 in the Condensed Consolidated Financial Statements.settlement accounting.
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 1417 in the Consolidated Financial Statements in Item 8, 8. Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information.
Recent Accounting Pronouncements
See Note 1 in the Condensed Consolidated Financial Statements regarding recent accounting pronouncements.
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Table of Contents
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Information with respect to our exposure to interest rateforeign currency risk and foreign currencyinterest rate risk is contained in Item 7A, 7A. Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures: We, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the fiscal quarter covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the fiscal quarter covered by this report, our disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In connection with our adoption of the new revenue recognition standard in the first quarter of fiscal 2019, we expect to implement additional functionality within our enterprise-wide information technology system which could result in enhancements and modifications to related internal controls over financial reporting during the remainder of fiscal 2018.



38
42

ROCKWELL AUTOMATION, INC.


PART II. OTHER INFORMATION
Item 1.Legal Proceedings
Information with respect to our legal proceedings is contained in Item 3, 3. Legal Proceedings, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information.
Item 1A.Risk Factors
Information about our most significant risk factors is contained in Item 1A, 1A. Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. We believe that at December 31, 2017,June 30, 2023, there has been no material change to this information.

39

ROCKWELL AUTOMATION, INC.


Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
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 December 31, 2017:June 30, 2023:
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
April 1 - 30, 202382,169 $277.42 82,169 $1,034,106,108 
May 1 - 31, 2023112,790 272.69 112,432 1,003,447,871 
June 1 - 30, 202327,168 309.06 27,168 995,051,408 
Total222,127 $278.88 221,769 
(1) All of the shares purchased during the quarter ended June 30, 2023, were acquired pursuant to the repurchase program described in (3) below, except for 358 shares that were acquired in May 2023 in connection with stock swap exercises of employee stock options.
(2) Average price paid per share includes brokerage commissions.
(3) On May 2, 2022, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management’s discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.
43
Period Total Number of Shares Purchased 
Average Price Paid Per Share(1)
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Maximum Approx. Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
October 1 - 31, 2017 
 $
 
 $608,404,669
November 1 - 30, 2017 180,000
 192.46
 180,000
 573,762,216
December 1 - 31, 2017 900,000
 193.28
 900,000
 399,810,783
Total 1,080,000
 193.14
 1,080,000
  

(1)Average price paid per share includes brokerage commissions.
(2)On April 6, 2016, the Board of Directors approved a $1.0 billion share repurchase program. On January 15, 2018, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. Our repurchase program allows us to repurchase shares at management's discretion or at our broker’s discretion pursuant to a share repurchase plan subject to price and volume parameters.



40

ROCKWELL AUTOMATION, INC.


Item 5. Other Information
During the quarter ended June 30, 2023, the following officers of the Company adopted Rule 10b5-1 trading arrangements that are each intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, with such details of the arrangements as further follows:
Matthew Fordenwalt, Senior Vice President Lifecycle Services, adopted a Rule 10b5-1 trading arrangement on May 25, 2023, that will terminate on the earlier of December 31, 2023, or the execution of all trades in the trading arrangement. Mr. Fordenwalt’s trading arrangement covers the sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit and performance share vests.
Nicholas Gangestad, Senior Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on May 30, 2023, that will terminate on the earlier of March 8, 2024, or the execution of all trades in the trading arrangement. Mr. Gangestad’s trading arrangement covers the sale of (i) the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit vests and (ii) 50% of the shares of the Company’s common stock that remain following the sale to cover taxes on the vesting of 5,309 restricted stock units on March 1, 2024.
Veena Lakkundi, Senior Vice President Corporate Development and Strategy, adopted a Rule 10b5-1 trading arrangement on May 31, 2023, that will terminate on the earlier of December 31, 2023, or the execution of all trades in the trading arrangement. Ms. Lakkundi’s trading arrangement covers the sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit vests.
John Miller, Vice President and Chief Intellectual Property Counsel, adopted a Rule 10b5-1 trading arrangement on May 24, 2023, that will terminate on the earlier of December 31, 2023, or the execution of all trades in the trading arrangement. Mr. Miller’s trading arrangement covers the sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit and performance share vests.
Brian Shepherd, Senior Vice President Software and Control, adopted a Rule 10b5-1 trading arrangement on May 24, 2023, that will terminate on the earlier of February 29, 2024, or the execution of all trades in the trading arrangement. Mr. Shepherd’s trading arrangement covers the sale of the number of shares of the Company’s common stock required to be sold to cover taxes on upcoming restricted stock unit vests.
The aggregate number of shares to be sold pursuant to each trading arrangement described above is dependent on the taxes on the applicable restricted stock unit and performance share vests, and, therefore, is indeterminable at this time.
During the quarter ended June 30, 2023, no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, no director of the Company adopted or terminated a Rule 10b5-1 trading arrangement, and no officer of the Company terminated a Rule 10b5-1 trading arrangement.
44

Item 6. Exhibits
(a) Exhibits:
Exhibit 101Interactive Data Files.


INDEX TO EXHIBITS
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Exhibit No.Exhibit
101Interactive Data Files.

45



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
ROCKWELL AUTOMATION, INC.
(Registrant)
Date:January 31, 2018August 1, 2023By
/s/ PATRICK P. NICHOLAS C. GORISANGESTAD
Patrick P. Goris
Nicholas C. Gangestad
Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)
Date:January 31, 2018August 1, 2023By
/s/ DAVID M. DORGANTERRY L. RIESTERER
David M. Dorgan
Terry L. Riesterer
Vice President and Controller

(Principal Accounting Officer)

4346