September 30, 2018

Carrying
Amount

Accumulated
Amortization
Net
Amortized intangible assets:
Computer software products $ 190.9
$ 118.1
$ 72.8
Customer relationships 112.9
66.2
46.7
Technology 106.8
64.0
42.8
Trademarks 32.0
24.0
8.0
Other 11.2
10.0
1.2
Total amortized intangible assets 453.8
282.3
171.5
Allen-Bradley^® trademark not subject to amortization
43.7
—
43.7
Total $ 497.5
$ 282.3
$ 215.2

September 30, 2017

Carrying
Amount

Accumulated
Amortization
Net
Amortized intangible assets:
Computer software products $ 194.8
$ 113.2
$ 81.6
Customer relationships 114.5
61.5
53.0
Technology 104.8
57.9
46.9
Trademarks 32.3
21.1
11.2
Other 11.4
9.8
1.6
Total amortized intangible assets 457.8
263.5
194.3
Allen-Bradley^® trademark not subject to amortization
43.7
—
43.7
Total $ 501.5
$ 263.5
$ 238.0

Computer software products represent costs of computer software to be sold, leased or otherwise marketed. Computer software products amortization expense was $11.8 million in 2018, $9.8 million in 2017 and $11.5 million in 2016.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~2. Goodwill and Other Intangible Assets (Continued)~~

~~Estimated amortization expense is $25.4 million in 2019, $22.6 million in 2020, $21.6 million in 2021, $18.9 million in~~ ~~2022~~ ~~and~~ ~~$17.7 million~~ in ~~2023~~.

We performed our annual evaluation of goodwill and indefinite life intangible assets for impairment ~~as required by U.S. GAAP~~ during the second quarter of ~~2018~~2021 and concluded that these assets were not impaired. We also assessed the changes in events and circumstances subsequent to our annual test and concluded that a triggering event which would require interim quantitative testing has not occurred. Refer to Note 1 for additional information on our annual impairment evaluation.

Other intangible assets consist of (in millions):


	September 30, 2021
	Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Software products	$	90.4	$	43.2	$	47.2
Customer relationships	595.9		75.4		520.5
Technology	420.8		71.7		349.1
Trademarks	73.8		13.3		60.5
Other	7.1		6.3		0.8
Total amortized intangible assets	1,188.0		209.9		978.1
Allen-Bradley® trademark not subject to amortization	43.7		—		43.7
Total	$	1,231.7	$	209.9	$	1,021.8


	September 30, 2020
	Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Software products	$	192.7	$	139.0	$	53.7
Customer relationships	351.3		92.5		258.8
Technology	165.8		84.0		81.8
Trademarks	71.7		31.3		40.4
Other	14.4		13.5		0.9
Total amortized intangible assets	795.9		360.3		435.6
Allen-Bradley® trademark not subject to amortization	43.7		—		43.7
Total	$	839.6	$	360.3	$	479.3

Software products represent costs of computer software to be sold, leased or otherwise marketed. Software products amortization expense was $11.9 million in 2021, $10.2 million in 2020 and $10.4 million in 2019. Estimated total amortization expense for all amortized intangible assets is $112.0 million in 2022, $110.6 million in 2023, $107.6 million in 2024, $105.3 million in 2025 and $103.7 million in 2026.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Acquisitions

Fiscal 2021 Acquisitions

Plex acquisition

In August 2021, we acquired Plex Systems, a cloud-native smart manufacturing platform. Plex offers a single-instance, multi-tenant Software-as-a-Service manufacturing platform operating at scale, including advanced manufacturing execution systems, quality, and supply chain management capabilities.

We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of August 31, 2021. The preliminary aggregate purchase price allocation is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	14.8


All other assets	28.3
Goodwill	1,725.3
Intangible assets	531.4
Total assets acquired	2,299.8
Less: Contract liabilities	(29.2)
Less: Other liabilities assumed	(31.8)
Less: Deferred income taxes	(33.3)
Net assets acquired	$	2,205.5

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	2,205.5

Intangible assets identified include $276.4 million of customer relationships, $232.8 million of technology, and $22.2 million of trade names (approximately 12-year weighted average useful life). We assigned the full amount of goodwill and all other assets acquired to our Software & Control segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Plex reflects a number of factors including the future earnings and cash flow potential of the business, the strategic fit and resulting synergies from the complementary portfolio of leading software-as-a-service applications, industry expertise, and market access. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. The key assumption requiring the use of judgement in the valuation of the customer relationship intangible asset was the customer attrition rate of 5 percent; other assumptions included forecasted cash flows attributable to the existing customers and the discount rate. The key assumptions requiring the use of judgement in the valuation of the technology intangible asset were the royalty rate of 25 percent and the obsolescence factor estimating a phase out over 10 years; other assumptions included forecasted revenue growth rates and the discount rate.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other acquisitions

In October 2020, we acquired Oylo, a privately-held industrial cybersecurity services provider based in Barcelona, Spain. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

In December 2020, we acquired Fiix Inc., a privately-held, artificial intelligence enabled computerized maintenance management system (CMMS) company based in Toronto, Ontario, Canada. We assigned the full amount of goodwill related to this acquisition to our Software & Control segment.

We recorded assets acquired and liabilities assumed in connection with these acquisitions based on their estimated fair values as of the respective acquisition dates. The preliminary aggregate purchase price allocation for these acquisitions is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	6.0


All other assets	15.9
Goodwill	224.8
Intangible assets	69.6
Total assets acquired	316.3
Less: Liabilities assumed	(25.5)
Less: Deferred income taxes	(3.7)
Net assets acquired	$	287.1

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	287.1

Intangible assets identified include $69.6 million of customer relationships, technology, and trade names (approximately 11-year weighted average useful life). We assigned $12.8 million of goodwill to our Lifecycle Services segment and $212.0 million of goodwill to our Software & Control segment, which 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 for all of the preceding acquisitions are based on the preliminary valuations performed to determine the fair value of the net assets as of their respective acquisition dates. 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 dates 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.

The total sales included in our consolidated results for all of the preceding acquisitions for the year ended September 30, 2021, were approximately $27.9 million.

Pro forma consolidated sales for the year ended September 30, 2021 and 2020, were approximately $7.2 billion and $6.5 billion, respectively, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if all of preceding fiscal 2021 acquisitions occurred on October 1, 2019. 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.

Acquisition-related costs recorded as expenses for all of the preceding acquisitions in the year ended September 30, 2021, were not material.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fiscal 2020 Acquisitions

Sensia joint venture

On October 1, 2019, we completed the formation of a joint venture, Sensia, a fully integrated digital oilfield automation solutions provider. Rockwell Automation owns 53% of Sensia and Schlumberger owns 47% of Sensia. As part of the transaction, we made $247.0 million of net cash payments to Schlumberger, which were funded by cash on hand. We control Sensia and, as of October 1, 2019, have consolidated Sensia in our financial results. As part of the joint venture operations, Sensia regularly transacts with Schlumberger, primarily relating to purchases and sales of goods and services. These transactions are not ~~impaired.~~material to Rockwell Automation for the year ended September 30, 2021 and 2020.

We recorded assets acquired and liabilities assumed in connection with the formation of Sensia based on their estimated fair values as of the acquisition date of October 1, 2019. The preliminary purchase price allocation is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	31.2
Inventory	33.2
Other current assets	1.2
Property, plant and equipment	9.3
Other assets	6.2
Goodwill	307.4
Intangible assets	254.1
Total assets acquired	642.6
Less: Liabilities assumed	(18.3)
Less: Deferred income taxes	(2.6)
Less: Noncontrolling interest portion	(293.8)
Net assets acquired	$	327.9

	Purchase Consideration
Cash, net of cash acquired	$	247.0
Noncontrolling interest portion of Rockwell Automation's contributed business	25.8
Additional paid in capital adjustment	48.1
Other	7.0
Total purchase consideration, net of cash acquired	$	327.9

Intangible assets assigned include $254.1 million of customer relationships, technology, and trade names (approximately 11-year weighted average useful life). We assigned the full amount of goodwill and all other assets acquired to our Lifecycle Services segment. The majority of the goodwill recorded is expected to be deductible for tax purposes. The assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. Key assumptions used in the valuation of these intangible assets included: (1) a discount rate of 11%, (2) the estimated remaining life of technology and trademarks of from 5 to 15 years, and (3) the customer attrition rate ranging from 7.5% to 25%.

The fair value of the noncontrolling interest of the contributed business upon acquisition was $293.8 million. The consolidated value of Sensia at October 1, 2019, was recorded at fair value for Schlumberger's contribution and at carrying value for Rockwell Automation's contribution.

The total incremental sales resulting from the Sensia joint venture included in our consolidated results for the twelve months ended September 30, 2020, were approximately $191.0 million.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other acquisitions

In October 2019, we acquired MESTECH Services (MESTECH), a global provider of Manufacturing Execution Systems / Manufacturing Operations Management, digital solutions consulting, and systems integration services. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

In January 2020, we acquired Avnet Data Security, LTD (Avnet), an Israel-based cybersecurity provider with over 20 years of experience providing cybersecurity services. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

In April 2020, we acquired ASEM, S.p.A. (ASEM), a leading provider of digital automation technologies. We assigned the full amount of goodwill related to this acquisition to our Software & Control segment.

In April 2020, we also acquired Kalypso, LP (Kalypso), a privately-held U.S.-based software delivery and consulting firm specializing in the digital transformation of industrial companies with a strong client base in life sciences, consumer products and industrial high-tech. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.


	Purchase Price Allocation

Accounts receivable	$	33.8
Inventory	9.6
Other current assets	1.0
Property, plant and equipment	5.9
Other assets	2.2
Goodwill	244.5
Intangible assets	76.5
Total assets acquired	373.5
Less: Liabilities assumed	(28.6)
Less: Deferred income taxes	(14.4)
Net assets acquired	$	330.5

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	330.5

Intangible assets assigned include $76.5 million of customer relationships, technology, and trade names (approximately 10-year weighted average useful life). We assigned $161.2 million of goodwill to our Software & Control segment and $83.3 million of goodwill to our Lifecycle Services segment. Approximately $69.0 million of the goodwill recorded is expected to be deductible for tax purposes. The purchase consideration includes $25.8 million of contingent consideration held in an escrow account and recorded in other assets as restricted cash in the Consolidated Balance Sheet.

The total sales included in our consolidated results from these four acquisitions for the twelve months ended September 30, 2020, were approximately $41.8 million.

The allocation of the purchase price to identifiable assets for all of the preceding acquisitions are 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 dates 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.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro forma consolidated sales for the year ended September 30, 2019, are approximately $7.0 billion, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if all of the preceding fiscal 2020 acquisitions occurred on October 1, 2018. 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.

Acquisition-related costs recorded as expenses for all of the preceding acquisitions in the year ended September 30, 2020, were not material.

5. Inventories

Inventories consist of (in millions):


	September 30,
	2021		2020
Finished goods	$	287.0	$	243.0
Work in process	229.3		159.1
Raw materials	281.8		181.9
Inventories	$	798.1	$	584.0

Tax attributes and related valuation allowances Tax Benefit Amount Valuation Allowance Carryforward
Period Ends
Non-United States net operating loss carryforward $ 7.0
$ 7.0
2019 - 2024
Non-United States net operating loss carryforward 3.3
3.3
Indefinite
Non-United States capital loss carryforward 10.0
10.0
Indefinite
United States net operating loss carryforward 0.6
—
2019 - 2033
United States tax credit carryforward 0.8
—
2019 - 2037
State and local net operating loss carryforward 8.7
1.4
2019 - 2037
State tax credit carryforward 17.1
0.7
2019 - 2033
Subtotal 47.5
22.4

Other deferred tax assets 4.6
4.6
Indefinite
Total $ 52.1
$ 27.0

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~14. Income Taxes (Continued)~~

Unrecognized Tax Benefits

A reconciliation of our gross unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):


	2021		2020		2019
Gross unrecognized tax benefits balance at beginning of year	$	25.5	$	19.9	$	20.1
Additions based on tax positions related to the current year	0.1		—		—
Additions based on tax positions related to prior years	0.4		5.6		—
Reductions based on tax positions related to prior years	—		—		—
Reductions related to settlements with taxing authorities	(18.1)		—		—
Reductions related to lapses of statute of limitations	(3.6)		—		(0.2)
Effect of foreign currency translation	—		—		—
Gross unrecognized tax benefits balance at end of year	$	4.3	$	25.5	$	19.9

2018 2017 2016
Gross unrecognized tax benefits balance at beginning of year $ 31.1
$ 32.4
$ 43.9
Additions based on tax positions related to the current year —
1.9
2.3
Additions based on tax positions related to prior years 3.0
10.8
14.9
Reductions based on tax positions related to prior years (1.1 ) (0.1 ) —
Reductions related to settlements with taxing authorities (11.3 ) (7.7 ) (27.1 )
Reductions related to lapses of statute of limitations (1.6 ) (6.3 ) (1.6 )
Effect of foreign currency translation —
0.1
—
Gross unrecognized tax benefits balance at end of year $ 20.1
$ 31.1
$ 32.4

The amount of gross unrecognized tax benefits that would reduce our effective tax rate if recognized was ~~$20.1~~$4.3 million,, ~~$31.1~~ $25.5 million and ~~$32.4~~$19.9 million at September 30, ~~2018~~, ~~2017~~2021, 2020 and ~~2016~~,2019, respectively.

Accrued interest and penalties related to unrecognized tax benefits were ~~$2.5~~$1.5 million and ~~$4.0~~$4.0 million at September 30, ~~2018~~2021 and ~~2017~~,2020, respectively. We recognize interest and penalties related to unrecognized tax benefits in the income tax provision. Benefits (expense) recognized were ~~$1.5~~$2.5 million,, ~~$1.2~~ ($0.7) million and ~~$(0.1)~~($0.8) million in ~~2018~~, ~~2017~~2021, 2020 and ~~2016~~,2019, respectively.

We believe it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to ~~$6.0~~$4.2 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 ~~$5.5~~$5.7 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 ~~2016~~2018 and are no longer subject to state, local and non-U.S. income tax examinations for years before ~~2009.~~2014.

Income tax liabilities of $264.8 million and $296.0 million related to the U.S. transition tax under the Tax Act that are payable greater than 12 months from September 30, 2021, and 2020, respectively, are recorded in other liabilities in the Consolidated Balance Sheet.

~~15.~~

17. Commitments and Contingent Liabilities

~~Obligations and expected recoveries related to environmental remediation costs, conditional asset retirement obligations and other recorded indemnification matters are as follows:~~

2018 2017
Environmental remediation costs $ 61.6
$ 67.6
Conditional asset retirement obligations 21.9
21.2
Indemnification liabilities 9.5
12.0
Total recorded liabilities 93.0
100.8
Recorded probable expected recoveries (14.1 ) (17.8 )
Net recorded liabilities $ 78.9
$ 83.0

As of September 30, 2018, we have estimated the total reasonably possible costs we could incur from these environmental remediation and indemnification liabilities to be $108.0 million ($90.5 million, net of related receivables).

Environmental Matters

Federal, state and local requirements relating to the discharge of substances into the environment, the disposal of hazardous wastes and other activities affecting the environment have and will continue to have an effect on our manufacturing operations. Thus far, compliance with environmental requirements and resolution of environmental claims have been accomplished without material effect on our business, financial condition or results of operations.

~~Table of Contents~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~15. Commitments and Contingent Liabilities (Continued)~~

We have been designated as a potentially responsible party at 1314 Superfund sites, excluding sites as to which our records disclose no involvement or as to which our potential liability has been finally determined and assumed by third parties. In addition, various other lawsuits, claims and proceedings have been asserted against us seeking remediation of alleged environmental impairments, principally at previously owned properties.

~~Environmental remediation cost liabilities and related expected recoveries are as follows (in millions):~~

2018
Other current liabilities $ 7.8
Other liabilities 53.8
Total recorded environmental remediation costs⁽¹⁾
61.6
Receivables (1.4 )
Other assets (8.0 )
Total recorded probable expected recoveries (9.4 )
Net environmental remediation costs $ 52.2

⁽¹⁾ ~~Includes $45.7 million related to discounted ongoing operating and maintenance expenditures.~~

Based on our assessment, we believe that our expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection and other expenditures for the resolution of environmental claims will not have a material effect on our business, financial condition or results of operations. We cannot assess the possible effect of compliance with future requirements. Environmental remediation cost liabilities, net of related expected recoveries, were $53.6 million and $59.2 million as of September 30, 2021 and 2020, respectively.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Conditional Asset Retirement Obligations

We accrue for costs related to a legal obligation associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, development or the normal operation of the long-lived asset. The obligation to perform the asset retirement activity is not conditional even though the timing or method may be conditional. Identified conditional asset retirement obligations include asbestos abatement and remediation of soil contamination beneath current and previously divested facilities. We estimate conditional asset retirement obligations using site-specific knowledge and historical industry expertise.

~~Conditional asset retirement obligations and related expected recoveries are as follows (in millions):~~

2018 2017
Other current liabilities $ 0.6
$ 0.7
Other liabilities 21.3
20.5
Total recorded conditional asset retirement obligations 21.9
21.2
Receivables —
(0.1 )
Other assets (0.3 ) (0.2 )
Total recorded probable expected recoveries (0.3 ) (0.3 )
Net conditional asset retirement obligations $ 21.6
$ 20.9

There have been no significant changes in liabilities incurred, liabilities settled, accretion expense or revisions in estimated cash flows for the periods ended September 30, ~~2018~~2021 and ~~2017,~~2020. Conditional asset retirement obligations, net of related expected recoveries, were $23.6 million and $22.8 million as of September 30, 2021 and 2020, respectively.

Other Matters

Various other 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.

~~Table of Contents~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~15. Commitments~~ The following outlines additional background for obligations associated with asbestos, divested businesses and ~~Contingent Liabilities (Continued)~~

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 our 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. 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 covers~~includes indemnity and defense costs, over and above self-insured retentions, for claims arising from our former Allen-Bradley subsidiary. Following litigation against Nationwide Indemnity Company (Nationwide) and Kemper Insurance (Kemper), the insurance carriers that provided liability insurance coverage to Allen-Bradley, we entered into separate agreements on April 1, 2008 with both insurance carriers to further resolve responsibility for ongoing and future coveragemany of ~~Allen-Bradley asbestos~~these claims. In exchange for a lump sum payment, Kemper bought out its remaining liability and has been released from further insurance obligations to Allen-Bradley. Nationwide entered into a cost share agreement with us to pay the substantial majority of future defense and indemnity costs for Allen-Bradley asbestos claims. We believe that this arrangement with Nationwide 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. Following litigation against several insurers to pursue coverage for these claims, we entered into separate agreements with the insurers that resulted in both lump sum payments and coverage-in-place agreements. We believe these arrangements will provide substantial coverage for future defense and indemnity costs for these asbestos claims throughout the remaining life of asbestos liability.

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 to satisfy those liabilities if the divested business is unable to do so.

~~In connection with the spin-offs~~ We do not believe these liabilities will have a material effect on our business, financial condition or results of our former automotive business, semiconductor systems business and Rockwell Collins 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.

~~Table of Contents~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~15. Commitments and Contingent Liabilities (Continued)~~

~~Indemnification liabilities and related expected recoveries are as follows (in millions):~~

2018 2017
Other current liabilities $ 1.6
$ 2.5
Other liabilities 7.9
9.5
Total recorded indemnification liabilities 9.5
12.0
Receivables (0.8 ) (1.6 )
Other assets (3.6 ) (4.6 )
Total recorded probable expected recoveries (4.4 ) (6.2 )
Net indemnification liabilities $ 5.1
$ 5.8

Included in the above are certain environmental indemnification liabilities that are substantially indemnified by ExxonMobil Corporation for which we have recorded a liability of $4.7 million and $6.6 million, and a related receivable of $4.5 million and $6.2 million, as of September 30, 2018 and 2017, respectively.operations.

In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of ~~sale. We also~~sale and at times ~~provide limited intellectual property indemnities~~ in other contracts with third ~~parties, such as contracts concerning the development and manufacture of our hardware and software products.~~parties. As of September 30, ~~2018,~~2021, we were not aware of any material indemnification claims that were probable or reasonably 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. During the first quarter of fiscal 2021, we reached a favorable settlement agreement regarding litigation of a trademark infringement and false advertising matter and received $70 million. The settlement gain is recorded in other income (expense) in the Consolidated Statement of Operations.

~~Lease Commitments~~

~~Rental expense was $120.3 million in 2018, $115.1 million in 2017 and $115.5 million in 2016. As of September 30, 2018, minimum future rental commitments under~~18. Leases

We have operating leases ~~having noncancelable~~primarily for real estate, vehicles and equipment. We have finance leases primarily for equipment. Our leases have remaining lease terms ~~in excess of~~from less than one year ~~are payable as follows (in millions):~~to approximately 16 years.

2019 $ 78.1
2020 68.9
2021 54.6
2022 40.9
2023 30.2
Beyond 2023 68.4
Total $ 341.1

Commitments from third parties under sublease agreements having noncancelable lease terms in excess of one year were not significant as of September 30, 2018. Most leases contain renewal options for varying periods, and certain leases include options to purchase the leased property.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~16.~~We elected the package of practical expedients permitted under the transition guidance within the new standard on accounting for leases, which allows the Company to carry forward the historical assessments of whether contracts are, or contain, leases, lease classification and initial direct costs. We also elected to not record lease ROU assets or lease liabilities for leases with an original term of 12 months or less. We elected to use the remaining lease term for purposes of calculating the incremental borrowing rate upon transition.

The components of lease expense were as follows (in millions):


	2021		2020
Operating lease expense(1)	$	109.8	$	104.6
Variable lease expense(2)	15.8		15.6
Finance lease expense
Amortization of right-of-use assets	1.7		1.3
Interest on lease liabilities	0.4		0.4
Total lease expense	$	127.7	$	121.9

(1) Operating lease expense includes short-term lease expense which was not material.

(2) Variable lease expense includes sublease income which was not material.

Rental expense accounted for under the previous accounting standard was $119.0 million in 2019.

Supplemental balance sheet information related to leases was as follows (in millions):


	2021		2020
Weighted average remaining lease term:
Operating leases	6.8 years		6.3 years
Finance leases	4.3 years		7.8 years
Weighted average discount rate:
Operating leases	1.79	%	1.84	%
Finance leases	3.96	%	3.50	%

Maturities of lease liabilities as of September 30, 2021, were as follows (in millions):


	Finance Leases		Operating Leases
2022	$	5.6	$	96.2
2023	3.5		81.3
2024	1.9		62.9
2025	1.6		45.5
2026	1.6		33.0
Thereafter	2.8		110.1
Total undiscounted lease payments	$	17.0	$	429.0
Less imputed interest	(1.5)		(25.5)
Total lease liabilities	$	15.5	$	403.5

As of September 30, 2021, we have additional operating leases for facilities that have not yet commenced with undiscounted lease obligations of approximately $24 million and additional finance leases for equipment that have not yet commenced with undiscounted lease obligations of approximately $10 million. These leases will commence in fiscal 2022.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental cash flow information related to leases was as follows (in millions):


	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	108.5	$	103.6
Operating cash flows from finance leases	0.4		0.4
Financing cash flows from finance leases	1.8		1.2
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	90.6	$	131.2
Financing leases	0.9		—

19. Business Segment Information

~~Rockwell Automation, a leader in industrial automation and information, makes its customers more productive and the world more sustainable.~~ We determine our operating segments based on the information used by our chief operating decision maker, our Chief Executive Officer, to allocate resources and assess performance. ~~Based upon this information,~~Beginning in fiscal year 2021, we organize our ~~hardware~~business into 3 operating segments: Intelligent Devices, Software & Control, and Lifecycle Services. This change simplifies our structure around essential offerings, leverages our sharpened industry focus, and recognizes the growing importance of software ~~products, solutions and services into two operating segments:~~in delivering value to our customers. The composition of our segments is as follows:

Intelligent Devices

Software & Control(1)

Lifecycle Services(2)

Drives(2)

Control software & hardware

Consulting

Motion(1)

Visualization software & hardware

Professional services and solutions

Safety(1)

Digital twin & simulation software

Connected services

Sensing(1)

Information solutions software

Maintenance services

Industrial components(2)

Network & security infrastructure

Sensia joint venture

Configured-to-order products(2)

(1) Formerly part of the Architecture & Software ~~and~~segment

(2) Formerly part of the Control Products & ~~Solutions.~~Solutions segment

~~Architecture & Software~~Intelligent Devices

The ~~Architecture~~Intelligent Devices operating segment combines a comprehensive portfolio of smart products that create the foundation of an agile, resilient and sustainable production system. This comprehensive portfolio includes:

•Power Control - Low and medium voltage variable frequency drives as well as low and medium voltage motor control;

•Motion Control - Servo drives, rotary servo motors, linear actuators and independent cart technologies offering a comprehensive portfolio of servo control technologies;

•Safety, Sensing & Industrial Components - Safety devices, sensing devices, motor control and circuit protection devices, operator devices, signaling devices, relays, and electrical control accessories; and

•Micro Control & Distributed I/O - Micro programmable logic controllers and distributed input/output platforms.

Software & Control

The Software & Control operating segment contains ~~all~~a comprehensive portfolio of production automation and production operations platforms, including hardware and software. This integrated portfolio is merging information technology (IT) and operational technology (OT), bringing the benefits of the ~~hardware, software~~Connected Enterprise to the production system.

Our production automation portfolio is multi-discipline and ~~communication components of our integrated control and information architecture which are capable of controlling~~scalable with the ~~customer’s industrial processes and connecting with their business enterprise. Architecture & Software has a broad portfolio of hardware and software products including:~~

~~Control platforms that perform multiple control disciplines and monitoring of~~ability to handle applications ~~including~~in discrete, ~~batch~~batch/hybrid and continuous process, drives control, motion and robotics control, ~~and~~ machine safety ~~control.~~and process safety. Our ~~platform~~ products include programmable automation controllers, ~~electronic operator~~design, visualization and simulation software, human machine interface ~~devices, electronic input/output devices, communication~~products, industrial computers, machine safety and ~~networking~~process safety products, industrial networks and security products.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our production operations portfolio helps industrial ~~computers. The information-enabled Logix controllers provide integrated multi-discipline control that is modular~~clients to plan, execute, manage and ~~scalable.~~

~~Software~~optimize their production leveraging industrial data and software. Our software products ~~that~~ include ~~configuration and visualization software used to operate and supervise control platforms, advanced process control software,~~ manufacturing execution systems, ~~(MES)~~performance, quality, supply chain management, data management, edge, analytics and ~~information solutions~~machine learning software that enables customers to improve operational productivity and meet regulatory requirements. These solutions enable enterprise visibility, reduction of unplanned downtime, and optimization of processes.

~~Other products, including sensors, machine safety components and linear motion control products.~~

~~Control Products & Solutions~~Lifecycle Services

The ~~Control Products & Solutions~~Lifecycle Services operating segment ~~combines~~contains a complete portfolio of professionally delivered services and value-added solutions. This comprehensive portfolio ~~of intelligent motor control~~combines technology and ~~industrial control products, application~~domain expertise to help maximize customers’ investment and provide total lifecycle support as they innovate, design, operate and sustain their business investments. This includes:

•consulting services including safety, security and digital transformation strategy and design;

•professional services including global automation and information program and project management ~~capabilities. This comprehensive portfolio includes:~~and delivery capabilities;

~~Low~~•connected services including operational technology/plant network, cybersecurity, cloud, predictive/prescriptive analytics, remote support and ~~medium voltage electro-mechanical~~managed services;

•field services including asset management, on-site support and ~~electronic motor starters, motor~~safety;

•workforce services including instructor-led and ~~circuit protection devices, AC/DC variable frequency drives, push buttons, signaling devices, termination~~virtual training, learning and ~~protection devices, relays~~enablement;

•Sensia Joint Venture which exclusively serves the oil, gas and ~~timers.~~petrochemical industry through a combination of connected products and digital automation services and solutions; and

~~Value-added solutions ranging from packaged solutions such as configured drives and motor control centers to~~•industrial automation and information solutions ~~where we provide design, integration~~ and ~~start-up services for~~ custom-engineered systems that incorporate our own and third-party hardware and ~~software.~~

Services designed to help maximize a customer’s automation investment and provide total life-cycle support, including technical support and repair, asset management, training, predictive and preventative maintenance, and safety and network consulting.

software products.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~16. Business Segment Information (Continued)~~

The following tables reflect the sales and operating results of our reportable segments including recast information for fiscal 2020 and 2019 (in millions):

2018 2017 2016
Sales:
Architecture & Software $ 3,098.2
$ 2,899.3
$ 2,635.2
Control Products & Solutions 3,567.8
3,412.0
3,244.3
Total $ 6,666.0
$ 6,311.3
$ 5,879.5
Segment operating earnings:
Architecture & Software $ 901.3
$ 781.5
$ 695.0
Control Products & Solutions 541.3
451.6
493.7
Total 1,442.6
1,233.1
1,188.7
Purchase accounting depreciation and amortization (17.4 ) (21.4 ) (18.4 )
General corporate-net (75.6 ) (76.3 ) (79.7 )
Non-operating pension costs (24.6 ) (82.6 ) (76.2 )
Gain on sale of business —
60.8
—
Costs related to unsolicited Emerson proposals (11.2 ) —
—
Gain on investments 123.7
—
—
Valuation adjustment pending registration of PTC Shares (33.7 ) —
—
Interest expense (73.0 ) (76.2 ) (71.3 )
Income before income taxes $ 1,330.8
$ 1,037.4
$ 943.1


	2021		2020		2019
Sales:
Intelligent Devices	$	3,311.9	$	2,956.0	$	3,279.7
Software & Control	1,947.0		1,681.3		1,790.0
Lifecycle Services	1,738.5		1,692.5		1,625.1
Total	$	6,997.4	$	6,329.8	$	6,694.8
Segment operating earnings:
Intelligent Devices	$	702.1	$	587.8	$	697.0
Software & Control	531.0		473.8		531.2
Lifecycle Services	158.2		196.3		245.4
Total	1,391.3		1,257.9		1,473.6
Purchase accounting depreciation and amortization	(55.1)		(41.4)		(16.6)
Corporate and other	(120.6)		(98.9)		(108.8)
Non-operating pension and postretirement benefit (cost) credit	(63.8)		(37.4)		8.4


Gain (loss) on investments	397.4		153.9		(402.2)
Valuation adjustments related to the registration of PTC Shares	—		—		33.7
Legal settlement	70.0		—		—
Interest (expense) income - net	(93.0)		(98.0)		(87.1)
Income before income taxes	$	1,526.2	$	1,136.1	$	901.0

Among other considerations, we evaluate performance and allocate resources based upon segment operating earnings before ~~income taxes, costs related to the unsolicited Emerson proposals in the first quarter of fiscal 2018, interest expense, costs related to~~purchase accounting depreciation and amortization, corporate ~~offices,~~and other, non-operating pension ~~costs, certain corporate initiatives,~~and postretirement benefit (cost) credit, gains and losses on investments, the $70 million legal settlement in fiscal 2021, valuation ~~adjustment pending~~adjustments related to the registration of the PTC Shares ~~gains~~in fiscal 2019, interest (expense) income - net, and ~~losses from the disposition of businesses and purchase accounting depreciation and amortization.~~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.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables summarize the identifiable assets at September 30,~~, 2018, 2017~~ 2021, 2020 and ~~2016~~2019 and the provision for depreciation and amortization and the amount of capital expenditures for property for the years then ended for each of the reportable segments and Corporate, including recast information for fiscal 2020 and 2019 (in millions):


	2021		2020		2019
Identifiable assets:
Intelligent Devices	$	2,143.3	$	1,585.0	$	1,550.0
Software & Control	4,000.4		1,072.7		872.7
Lifecycle Services	2,124.3		1,915.0		1,133.3
Corporate	2,433.6		2,692.0		2,557.0
Total	$	10,701.6	$	7,264.7	$	6,113.0
Depreciation and amortization:
Intelligent Devices	$	48.6	$	51.8	$	56.0
Software & Control	49.1		40.6		42.6
Lifecycle Services	35.3		37.1		34.8
Corporate	1.7		1.8		2.2
Total	134.7		131.3		135.6
Purchase accounting depreciation and amortization	55.1		41.4		16.6
Total	$	189.8	$	172.7	$	152.2
Capital expenditures for property:
Intelligent Devices	$	52.0	$	51.3	$	74.8
Software & Control	30.4		19.3		34.8
Lifecycle Services	19.6		24.9		16.7
Corporate	18.3		18.4		6.5
Total	$	120.3	$	113.9	$	132.8

2018 2017 2016
Identifiable assets:
Architecture & Software $ 1,788.9
$ 2,482.8
$ 2,054.3
Control Products & Solutions 2,094.9
2,078.2
2,034.6
Corporate 2,378.2
2,600.7
3,012.3
Total $ 6,262.0
$ 7,161.7
$ 7,101.2
Depreciation and amortization:
Architecture & Software $ 72.5
$ 69.3
$ 75.0
Control Products & Solutions 72.4
75.0
77.3
Corporate 2.3
3.2
1.5
Total 147.2
147.5
153.8
Purchase accounting depreciation and amortization 17.4
21.4
18.4
Total $ 164.6
$ 168.9
$ 172.2
Capital expenditures for property:
Architecture & Software $ 29.4
$ 30.0
$ 24.7
Control Products & Solutions 38.5
42.1
41.5
Corporate 57.6
69.6
50.7
Total $ 125.5
$ 141.7
$ 116.9

~~Table of Contents~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~16. Business Segment Information (Continued)~~

Identifiable assets at Corporate consist principally of cash, net deferred income tax assets, prepaid pension and property. Property shared by the segments and used in operating activities is also reported in Corporate identifiable assets and Corporate capital expenditures. Corporate identifiable assets include shared net property balances of ~~$234.4~~$275.8 million,, ~~$259.3~~ $247.3 million and ~~$264.8~~$230.3 million at September 30, ~~2018~~, ~~2017~~2021, 2020 and ~~2016~~,2019, respectively, for which depreciation expense has been allocated to segment operating earnings based on the expected benefit to be realized by each segment. Corporate capital expenditures ~~include~~ ~~$57.6 million~~, ~~$69.6 million~~in 2021, 2020 and ~~$50.7 million~~ in ~~2018~~, ~~2017~~ ~~and~~ ~~2016, respectively,~~2019 primarily consist of property that will be shared by our operating segments.

We conduct a significant portion of our business activities outside the United States. The following tables present sales and property by geographic region (in millions):


														Sales						Property
	Sales						Property							2021		2020		2019		2021		2020		2019
	2018		2017		2016		2018		2017		2016
United States	$	3,602.6	$	3,458.4	$	3,213.4	$	437.6	$	443.4	$	445.4
Canada	361.5		343.4		316.4		12.6		8.8		7.3
North America													North America	$	4,132.8	$	3,760.2	$	4,014.3	$	416.1	$	429.4	$	443.8
Europe, Middle East and Africa	1,286.8		1,193.7		1,147.2		53.3		52.5		49.9		Europe, Middle East and Africa	1,405.7		1,249.3		1,249.8		91.1		81.9		60.5
Asia Pacific	933.3		866.4		764.4		42.9		40.0		37.4		Asia Pacific	1,012.2		868.7		908.6		54.8		42.8		41.9
Latin America	481.8		449.4		438.1		30.4		39.2		38.3		Latin America	446.7		451.6		522.1		19.9		20.3		25.7
Total	$	6,666.0	$	6,311.3	$	5,879.5	$	576.8	$	583.9	$	578.3	Total	$	6,997.4	$	6,329.8	$	6,694.8	$	581.9	$	574.4	$	571.9

We attribute sales to the geographic regions based on the country of destination. Sales in North America include $3,740.2 million, $3,425.1 million, and $3,640.2 million related to the U.S in 2021, 2020, and 2019, respectively.

In most countries, we sell primarily through independent distributors in conjunction with our direct sales force. ~~In other countries, we sell through a combination of our direct sales force and to a lesser extent, through independent distributors.~~ We sell large systems and service offerings principally through our direct sales force, though opportunities are sometimes identified through distributors. Sales to our largest distributor in ~~2018, 2017~~2021, 2020, and ~~2016,~~2019, which are attributable to ~~both~~all 3 segments, were approximately 10 percent of our total sales.

~~Table of Contents~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~17. Quarterly Financial Information (Unaudited)~~

2018 Quarters
(in millions, except per share amounts) First Second Third Fourth 2018
Sales $ 1,586.6
$ 1,651.2
$ 1,698.7
$ 1,729.5
$ 6,666.0
Gross profit 697.1
700.8
741.7
732.6
2,872.2
Income before income taxes 297.8
299.6
251.7
481.7
1,330.8
Net (loss) income (236.4 ) 227.4
198.6
345.9
535.5
(Loss) Earnings per share:
Basic (1.84 ) 1.79
1.60
2.84
4.27
Diluted (1.84 ) 1.77
1.58
2.80
4.21

2017 Quarters
(in millions, except per share amounts) First Second Third Fourth 2017
Sales $ 1,490.3
$ 1,554.3
$ 1,599.2
$ 1,667.5
$ 6,311.3
Gross profit 642.3
656.5
677.7
647.7
2,624.2
Income before income taxes 257.6
230.3
276.0
273.5
1,037.4
Net income 214.7
189.5
216.9
204.6
825.7
Earnings per share:
Basic 1.67
1.47
1.69
1.59
6.42
Diluted 1.65
1.45
1.67
1.57
6.35

~~Note: The sum of the quarterly per share amounts will not necessarily equal the annual per share amounts presented.~~

~~18. Rocky Flats Settlement~~

From 1975 to 1989, Rockwell International Corporation (RIC) operated the Rocky Flats facility in Colorado for the U.S. Department of Energy (DoE). In 1990, a class of landowners near Rocky Flats sued RIC and Dow Chemical, another former operator of the facility. In May 2016, the parties agreed to settle this case and the DoE authorized the settlement. Under the court approved settlement agreement, we and Dow Chemical agreed to pay $375.0 million in the aggregate to resolve the claims. Under RIC’s contract with the DoE and federal law, RIC was entitled to indemnification by the DoE for its portion of the settlement amount, which was $243.75 million. When RIC was acquired by Boeing in 1996, we agreed to indemnify Boeing for RIC’s liabilities related to Rocky Flats and received the benefits of RIC’s corresponding indemnity rights against the DoE. Pursuant to the settlement agreement, in fiscal 2016, RIC paid an initial amount of $1.25 million to the plaintiff class escrow fund. In January 2017, the DoE fulfilled its indemnification obligation by paying $243.75 million, and the full amount of RIC's obligation under the settlement agreement has now been transferred to the plaintiff class escrow fund. As a result, we were not required to make any payment under the settlement agreement.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareowners and the Board of Directors ~~and Shareowners~~ of

Rockwell Automation, Inc.

Milwaukee, Wisconsin

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rockwell Automation, Inc. and subsidiaries (the “Company”) as of September 30, ~~2018~~2021 and ~~2017~~,2020, and the related consolidated statements of operations, comprehensive income, cash flows, and shareowners’ equity for each of the three years in the period ended September 30, ~~2018~~,2021, and the related notes and the schedule listed in the Index at Item 15 (a)(2) (collectively referred to as the ~~"financial statements"~~“financial statements”). We also have audited the Company’s internal control over financial reporting as of September 30, ~~2018~~,2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, ~~2018~~2021 and ~~2017~~,2020, and the results of its operations and its cash flows for each of the three years in the period ended September 30, ~~2018~~,2021, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, ~~2018~~,2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by ~~COSO~~.COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Plex Systems, Inc., which was acquired on August 31, 2021, and whose financial statements constitute 19% of total assets and 0.1% of revenues of the financial statements amounts as of and for the year ended September 30, 2021. Accordingly, our audit did not include the internal control over financial reporting at Plex Systems, Inc.

Basis for Opinions

The Company’s management is responsible for these financial statements, ~~and financial statement schedule,~~ for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of ~~the~~its inherent limitations, of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of ~~the~~ effectiveness to future periods are subject to the risk that ~~the~~ controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Valuation - Sensia Reporting Unit - Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company performed an impairment evaluation of the goodwill for the Sensia reporting unit by comparing the estimated fair value of the reporting unit to its carrying value. In order to estimate the fair value of the reporting unit, management is required to make significant estimates and assumptions related to the discount rate and forecasts of future revenues and Earnings Before Interest Taxes Depreciation & Amortization (“EBITDA”) margins. Changes in these assumptions could have a significant impact on the fair value of the reporting unit, the amount of any goodwill impairment charge, or both. The goodwill balance was $3,625.9 million as of September 30, 2021, of which $315.5 million related to the Sensia reporting unit. The Company tests for goodwill impairment during the second quarter of each year. As of the annual measurement date, the Company determined that the fair value of the Sensia reporting unit exceeded its carrying value and therefore no impairment was recognized.

We identified the impairment evaluation of goodwill for the Sensia reporting unit as a critical audit matter because of the inherent subjectivity involved in management’s estimates and assumptions related to the discount rate and forecasts of future revenues and EBITDA margins. The audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rate and forecasts of future revenues and EBITDA margins required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate and forecasts of future revenues and EBITDA margins for the Sensia reporting unit included the following, among others:

•We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the selection of the discount rate and management’s development of forecasts of future revenues and EBITDA margins.

•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in analyst and industry reports for the Company and its peer companies, including the impact of economic factors on Sensia’s Oil & Gas customers.

•We evaluated the impact of changes in management’s forecasts from the annual measurement date to September 30, 2021.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by (1) testing the source information underlying the determination of the discount rate; (2) testing the mathematical accuracy of the calculations; and (3) developing a range of independent estimates and comparing those to the discount rate selected by management.

Acquisitions — Plex Systems (Valuation of Customer Relationship and Developed Technology Assets) — Refer to Note 4 to the financial statements

Critical Audit Matter Description

In August 2021, the Company completed the acquisition of Plex Systems, Inc. (“Plex”). The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $531.4 million, of which $276.4 million related to customer relationships and $232.8 million related to developed technology. Management estimated the fair value of the customer relationships asset using an income approach. The fair value determination of the customer relationships asset required management to make significant estimates and assumptions related to forecasted cash flows attributable to the existing customers, the customer attrition rate, and discount rate. The fair value determination of the developed technology required management to make significant estimates and assumptions related to forecasted revenue growth rates, the obsolescence factor, royalty rate, and discount rate.

We identified the purchase accounting valuations of the customer relationships and developed technology intangible assets as a critical audit matter due to subjective judgment required to evaluate the significant estimates made in determining fair value, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s key assumptions and estimates related to the customer attrition rate, obsolescence factor, royalty rate, and discount rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of the intangible assets for Plex included the following, among others:

•We tested the effectiveness of controls over the valuation of the customer relationships and developed technology intangible assets, including management’s controls over the development of key judgments including forecasts of future cash flows attributable to existing customers and revenue growth rates, customer attrition rate, royalty rate, obsolescence factor, and discount rates.

•We assessed the reasonableness of management’s forecasts of future cash flows and revenue growth rates by comparing the projections to (1) historical results, (2) industry data, and (3) certain peer companies.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology; (2) customer attrition rate by testing the mathematical accuracy of the rate used; and testing the completeness and accuracy of the underlying data supporting the attrition rate assumption; (3) royalty rate and obsolescence factor by testing the mathematical accuracy of the rate and comparing it to market observations; and (4) discount rates, which included testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

November 9, ~~2018~~2021

We have served as the ~~Company's~~Company’s auditor since 1967.

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness, as of September 30, ~~2018,~~2021, of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, ~~2018.~~2021.

Management’s Report on Internal Control Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control —- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of September 30, ~~2018.~~2021.

On August 31, 2021, we acquired Plex (see Note 4 in the Consolidated Financial Statements for additional information). Due to the timing of the acquisition and as permitted by the Securities and Exchange Commission, we have excluded internal controls at Plex from our assessment of the internal control over financial reporting as of September 30, 2021. Total assets and revenues of Plex that were excluded from our assessment constitute 19.0 percent and 0.1 percent, respectively, of our Consolidated Financial Statement amounts as of and for the year ended September 30, 2021. We are in the process of integrating the acquired business into our existing operations and evaluating the internal controls over financial reporting of the acquired business.

The effectiveness of our internal control over financial reporting, as of September 30, ~~2018,~~2021, has been audited by Deloitte & Touche LLP, as stated in their report that is included on the previous ~~two pages.~~page.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of ~~the~~ changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f)) under the Exchange ~~Act~~Act) 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. ~~The Company adopted~~In the ~~new revenue recognition standard on October 1, 2018. The adoption~~fourth quarter of ~~this guidance required additional functionality within our enterprise-wide information technology system~~fiscal 2021, we acquired Plex as described above. We are in ~~addition to new accounting processes,~~the process of integrating controls, policies, and ~~procedures. The Company also implemented new~~procedures relating to this transaction and will continue to evaluate the impact of any related changes to our internal controls for revenue recognition, including the adjustments to retained earnings required under the modified retrospective method of adoption and the related disclosures required under the new guidance.control over financial reporting.

Item 9B. Other Information

None.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Other than the information below, the information required by this Item 10 is incorporated by reference to the sections entitled Corporate Governance, Election of Directors, and Stock Ownership Information in the Proxy Statement.

No nominee for director was selected pursuant to any arrangement or understanding between the nominee and any person other than the Company pursuant to which such person is or was to be selected as a director or nominee. See also the information about executive officers of the Company under Item 4A of Part I.

We have adopted a code of ethics that applies to our executive officers, including the principal executive officer, principal financial officer and principal accounting officer. A copy of our Code of Conduct is posted on our Internet site at https://www.rockwellautomation.com under the “Investors” link. In the event that we amend or grant any waiver from a provision of the code of ethics that applies to the principal executive officer, principal financial officer or principal accounting officer and that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefor on our Internet site.

Item 11. Executive Compensation

The information required by this Item 11 is incorporated by reference to the sections entitled Executive Compensation, Election of Directors, Corporate Governance, and Compensation Committee Report in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Other than the information below, the information required by this Item 12 is incorporated by reference to the section entitled Stock Ownership Information in the Proxy Statement.

The following table provides information, as of September 30, ~~2018~~,2021, about our common stock that may be issued upon the exercise of options, warrants, and rights granted to employees, consultants, or directors under all of our existing equity compensation ~~plans, including~~plans.


	Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a))
Plan Category	(a)		(b)			(c)
Equity compensation plans approved by shareowners	3,025,987	(1)	$	173.07	(2)	11,438,006	(3)
Equity compensation plans not approved by shareowners	—		n/a			—
Total	3,025,987		$	173.07		11,438,006

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

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

(3)Represents shares available for future issuance under our 2020 Long-Term Incentives Plan.

Number of Securities to be issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by shareowners 4,240,621
⁽¹⁾
$ 127.50
⁽²⁾
4,761,910
⁽³⁾
Equity compensation plans not approved by shareowners —
n/a
—

Total 4,240,621
$ 127.50
4,761,910


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


⁽²⁾	~~Represents the weighted average exercise price of outstanding options and does not take into account the performance shares and restricted units.~~


⁽³⁾	~~Represents 4,540,354 and 221,556 shares available for future issuance under our 2012 Long-Term Incentives Plan and our 2003 Directors Stock Plan, respectively.~~

Table of Contents

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to the sections entitled Corporate Governance and Election of Directors in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference to the section entitled ~~Election of Directors~~Audit Matters in the Proxy Statement.

~~Item 14.~~ ~~Principal Accountant Fees and Services~~

~~The information required by this Item is incorporated by reference to the section entitled~~ ~~Audit Matters~~ ~~in the Proxy Statement.~~

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement ~~Schedule~~Schedules

(a) Financial Statements, Financial Statement Schedule and Exhibits

(1)Financial Statements (all financial statements listed below are those of the Company and its consolidated subsidiaries)


~~(1)~~			~~Financial Statements (all financial statements listed below are those of the Company~~Page
Consolidated Balance Sheet, September 30, 2021 and ~~its consolidated subsidiaries)~~2020



		~~Page~~
~~Consolidated Balance Sheet, September 30, 2018 and 2017~~	38

Consolidated Statement of Operations, years ended September 30, ~~2018, 2017~~2021, 2020 and ~~2016~~2019	3943

Consolidated Statement of Comprehensive Income, years ended September 30, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		4044

Consolidated Statement of Cash Flows, years ended September 30, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		4145

Consolidated Statement of Shareowners’ Equity, years ended September 30, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		4246

Notes to Consolidated Financial Statements		4347

Report of Independent Registered Public Accounting Firm		8190


~~(2)~~	~~Financial Statement Schedule for the years ended September 30,~~ ~~2018~~, ~~2017~~ ~~and~~ ~~2016~~

(2)Financial Statement Schedule for the years ended September 30, 2021, 2020 and 2019

	~~Page~~
		Page
Schedule II—Valuation and Qualifying Accounts		S-1

Schedules not filed herewith are omitted because of the absence of conditions under which they are required or because the information called for is shown in the consolidated financial statements or notes thereto.

(3)Exhibits


~~(3)~~	~~Exhibits~~



3-a		Restated Certificate of Incorporation of the Company, filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, is hereby incorporated by reference.
3-b		By-Laws of the Company, as amended and restated effective June 8, 2016, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated June 10, 2016, are hereby incorporated by reference.
4-a-1		Indenture dated as of December 1, 1996 between the Company and The Bank of New York Trust Company, N.A. (formerly JPMorgan Chase, successor to The Chase Manhattan Bank, successor to Mellon Bank, N.A.), as Trustee, filed as Exhibit 4-a to Registration Statement No. 333-43071, is hereby incorporated by reference.
4-a-2		Form of certificate for the Company’s 6.70% Debentures due January 15, 2028, filed as Exhibit 4-b to the Company’s Current Report on Form 8-K dated January 26, 1998, is hereby incorporated by reference.
4-a-3		Form of certificate for the Company’s 5.20% Debentures due January 15, 2098, filed as Exhibit 4-c to the Company’s Current Report on Form 8-K dated January 26, 1998, is hereby incorporated by reference.
4-a-4		Form of certificate for the Company’s 6.25% Debentures due December 31, 2037, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 3, 2007, is hereby incorporated by reference.
4-a-5		Form of certificate for the Company’s ~~2.050%~~2.05 % Notes due March 1, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 17, 2015, is hereby incorporated by reference.
4-a-6		Form of certificate for the Company’s 2.875% Notes due March 1, 2025, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 17, 2015, is hereby incorporated by reference.
4-a-7	Form of certificate for the Company’s 3.5 0% Notes due March 1, 2029, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 1, 2019, is hereby incorporated by reference.
4-a-8	Form of certificate for the Company’s 4.2 0% Notes due March 1, 2049, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 1, 2019, is hereby incorporated by reference.
4-a-9	Description of the Company’s Securities filed as Exhibit 4-a-9 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, is hereby incorporated by reference.
4-a-10	Form of certificate for the Company’s 0.35 % Notes due August 15,2023, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.

Table of Contents


4-a-11	Form of certificate for the Company’s 1.75 % Notes due August 15,2031, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.
4-a-12	Form of certificate for the Company’s 2.80 % Notes due August 15,2061, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated August 17, 2021, is hereby incorporated by reference.
*10-a-1		Copy of the Company’s 2003 Directors Stock Plan, filed as Exhibit 4-d to the Company’s Registration Statement on Form S-8 (No. 333-101780), is hereby incorporated by reference.
*10-a-2		Memorandum of Amendments to the Company’s 2003 Directors Stock Plan approved and adopted by the Board of Directors of the Company on April 25, 2003, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, is hereby incorporated by reference.

~~Table of Contents~~



*10-a-3							Memorandum of Amendments to the Company’s 2003 Directors Stock Plan approved and adopted by the Board of Directors of the Company on November 7, 2007, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, is hereby incorporated by reference.
*10-a-4							Memorandum of Amendments to the Company’s 2003 Directors Stock Plan approved and adopted by the Board of Directors of the Company on September 3, 2008, filed as Exhibit 10-b-16 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2008, is hereby incorporated by reference.
*10-a-5							Form of Restricted Stock Unit Agreement under Section 6 of the Company’s 2003 Director’s Stock Plan, as amended, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, is hereby incorporated by reference.
*10-a-6							Copy of the Company’s Directors Deferred Compensation Plan approved and adopted by the Board of Directors of the Company on November 5, 2008, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, is hereby incorporated by reference.
*10-a-7							Summary of Non-Employee Director Compensation and Benefits as of October 1, ~~2018, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, is hereby incorporated by reference.~~202 1 .
*10-b-1							Copy of the Company’s 2008 Long-Term Incentives Plan, as amended and restated through June 4, 2010, filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated June 10, 2010, is hereby incorporated by reference.
*10-b-2							Form of Stock Option Agreement under the Company’s 2008 Long-Term Incentives Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, is hereby incorporated by reference.
*10-b-3							Forms of Stock Option Agreement under the Company’s 2008 Long-Term Incentives Plan for options granted to executive officers of the Company after December 1, 2008, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, is hereby incorporated by reference.
*10-b-4							Form of Stock Option Agreement under the Company’s 2008 Long-Term Incentives Plan, as amended, for options granted to executive officers of the Company after December 6, 2010, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, is hereby incorporated by reference.
*10-b-5							Form of Stock Option Agreement under the Company’s 2008 Long-Term Incentives Plan, as amended, for options granted to executive officers of the Company after November 30, 2011, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, is hereby incorporated by reference.
*10-b-6							Copy of the ~~Company's~~Company’s 2012 Long-Term Incentives Plan, as amended and restated through February 2, 2016, filed as Exhibit 4-c to the ~~Company's~~Company’s Registration Statement on Form S-8 (No. 333-209706), is hereby incorporated by reference.
*10-b-7							Form of Stock Option Agreement under the ~~Company's~~Company’s 2012 Long-Term Incentives Plan for options granted to executive officers of the Company after December 5, 2012, filed as Exhibit 10.1 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, is hereby incorporated by reference.
*10-b-8							Form of Restricted Stock Agreement under the ~~Company's~~Company’s 2012 Long-Term Incentives Plan for shares of restricted stock awarded to executive officers of the Company after December 5, 2012, filed as Exhibit 10.2 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 is hereby incorporated by reference.
*10-b-9							Form of Performance Share Agreement under the ~~Company's~~Company’s 2012 Long-Term Incentives Plan for performance shares awarded to executive officers of the Company after December 5, 2012, filed as Exhibit 10.3 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 is hereby incorporated by reference.

Table of Contents


*10-b-10	Form of Restricted Stock Agreement under the Company’s 2012 Long-Term Incentives Plan for certain awards of shares of restricted stock to executive officers of the Company after October 29, 2019, filed as Exhibit 10-b-10 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, is hereby incorporated by reference.
*10-b-11	Copy of the Company’s 2020 Long-Term Incentives Plan filed as Appendix A to the Company’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareowners is hereby incorporated by reference.
*10-b-12	Form of Restricted Stock Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of shares of restricted stock to executive officers of the Company filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, is hereby incorporated by reference.
*10-b-13	Form of Restricted Stock Unit Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of restricted stock units to executive officers of the Company, filed as Exhibit 10-b-13 to the Company's Annual Report on Form 10-K for the year ended September 30, 2020, is hereby incorporated by reference.
*10-b-14	Form of Global Restricted Stock Unit Agreement under the Company’s 2020 Long-Term Incentives Plan for certain awards of restricted stock units to executive officers of the Company after December 9, 2020, filed as Exhibit 10-b-14 to the Company's Annual Report on Form 10-K for the year ended September 30, 2020, is hereby incorporated by reference.
*10-b-15	Form of Stock Option Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for options awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.
*10-b-16	Form of Restricted Stock Unit Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for restricted stock units awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.
*10-b-17	Form of Performance Share Agreement for U.S. Employees under the Company’s 2020 Long-Term Incentives Plan for performance shares awarded to executive officers of the Company after December 9, 2020, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, is hereby incorporated by reference.
*10-c-1		Copy of the Company’s Deferred Compensation Plan, as amended and restated September 6, 2006, filed as Exhibit 10-f to the Company’s Annual Report on Form 10-K for the year ended September 30, 2006, is hereby incorporated by reference.
*10-c-2		Memorandum of Proposed Amendment and Restatement of the Company’s Deferred Compensation Plan approved and adopted by the Board of Directors of the Company on November 7, 2007, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, is hereby incorporated by reference.
*10-d-1		Copy of the Company’s Incentive Compensation Plan effective October 1, 2020, filed as Exhibit 10-d-1 to the Company's Annual Report on Form 10-K for the year ended September 30, 2020, is hereby incorporated by reference.
*10-d-2	Copy of the Company’s Annual Incentive Compensation Plan for Senior Executive Officers, as amended December 3, 2003, filed as Exhibit 10-i-1 to the Company’s Annual Report for the year ended September 30, 2004, is hereby incorporated by reference.

~~Table of Contents~~



*10-d-2		~~Copy of the Company’s Incentive Compensation Plan, filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated September 7, 2005, is hereby incorporated by reference.~~
*10-e-1		Change of Control Agreement dated as of September 30, ~~2016~~2019 between the Company and Blake D. Moret, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October ~~4, 2016,~~1, 2019, is hereby incorporated by reference.
*10-e-2			Form of Change of Control Agreement between the Company and each of ~~Patrick P. Goris, Theodore D. Crandall,~~ Frank C. Kulaszewicz, ~~John P. McDermott~~ and Sujeet Chand and certain other ~~corporate~~ officers filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated October ~~4, 2016,~~1, 2019, is hereby incorporated by reference.
*10-e-3			Letter Agreement dated September 3, 2009 between the Company and Keith D. Nosbusch, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated September 8, 2009, is hereby incorporated by reference.
*10-e-4	Letter Agreement dated September 3, 2009 between Registrant and Theodore D. Crandall, filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated September 8, 2009, is hereby incorporated by reference.
*~~10-e-5~~10-e-4			Letter Agreement dated July 1, 2016 between Registrant and Blake D. Moret, filed as Exhibit 10.3 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, is hereby incorporated by reference.
*~~10-e-6~~10-e-5			Letter Agreement dated February 7, 2017 between Registrant and Patrick P. Goris, filed as Exhibit 10 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, is hereby incorporated by reference.
~~10-f-1~~*10-e-6			Letter Agreement dated March 1, 2021 between Registrant and Nicholas C. Gangestad

Table of Contents


10-g-1		Agreement and Plan of Distribution dated as of December 6, 1996, among Rockwell International Corporation (renamed Boeing North American, Inc.), the Company (formerly named New Rockwell International Corporation), Allen-Bradley Company, Inc., Rockwell Collins, Inc., Rockwell Semiconductor Systems, Inc., Rockwell Light Vehicle Systems, Inc. and Rockwell Heavy Vehicle Systems, Inc., filed as Exhibit l0-b to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, is hereby incorporated by reference.
~~10-f-2~~10-g-2			Post-Closing Covenants Agreement dated as of December 6, 1996, among Rockwell International Corporation (renamed Boeing North American, Inc.), The Boeing Company, Boeing NA, Inc. and the Company (formerly named New Rockwell International Corporation), filed as Exhibit 10-c to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, is hereby incorporated by reference.
~~10-f-3~~10-g-3			Tax Allocation Agreement dated as of December 6, 1996, among Rockwell International Corporation (renamed Boeing North American, Inc.), the Company (formerly named New Rockwell International Corporation) and The Boeing Company, filed as Exhibit 10-d to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, is hereby incorporated by reference.
~~10-g-l~~10-h-l			Distribution Agreement dated as of September 30, 1997 by and between the Company and Meritor Automotive, Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by reference.
~~10-g-2~~10-h-2			Employee Matters Agreement dated as of September 30, 1997 by and between the Company and Meritor Automotive, Inc., filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by reference.
~~10-g-3~~10-h-3			Tax Allocation Agreement dated as of September 30, 1997 by and between the Company and Meritor Automotive, Inc., filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by reference.
~~10-h-1~~10-i-1			Distribution Agreement dated as of December 31, 1998 by and between the Company and Conexant Systems, Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 12, 1999, is hereby incorporated by reference.
~~10-h-2~~	Amended and Restated Employee Matters Agreement dated as of December 31, 1998 by and between the Company and Conexant Systems, Inc., filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated January 12, 1999, is hereby incorporated by reference.
~~10-h-3~~	Tax Allocation Agreement dated as of December 31, 1998 by and between the Company and Conexant Systems, Inc., filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K dated January 12, 1999, is hereby incorporated by reference.
~~10-i-1~~	Distribution Agreement dated as of June 29, 2001 by and among the Company, Rockwell Collins, Inc. and Rockwell Scientific Company LLC, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 11, 2001, is hereby incorporated by reference.

~~Table of Contents~~



10-i-2			Employee Matters Agreement dated as of June 29, 2001 by and among the Company, Rockwell Collins, Inc. and Rockwell Scientific Company LLC, filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated July 11, 2001, is hereby incorporated by reference.
10-i-3			Tax Allocation Agreement dated as of June 29, 2001 by and between the Company and Rockwell Collins, Inc., filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K dated July 11, 2001, is hereby incorporated by reference.
10-j-1			$~~1,000,000,000~~1,250,000,000 Five-Year Credit Agreement dated as of ~~March 24, 2015~~November 13, 2018 among the Company, the Banks listed on the signature pages thereof, ~~JPMorgan Chase~~ Bank of America, N.A., as Administrative Agent, filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated November 15, 2018, is hereby incorporated by reference.
10-j-2		$400,000,000 364-Day Term Loan Agreement dated as of April 20, 2020, among the Company, the Banks listed on the signature pages thereof, U.S. Bank ~~of America, N.A. and Goldman Sachs~~National Association, as Administrative Agent, PNC Bank, ~~USA,~~National Association, as Syndication ~~Agents,~~Agent, and ~~The Bank of New York Mellon,~~ BMO Harris Bank N.A.~~, Citibank,~~ and TD Bank, N.A., ~~Deutsche Bank Securities Inc., The Northern Trust Company, PNC Bank National Association, U.S. Bank National Association, and Wells Fargo Bank, National Association,~~ as Documentation Agents, filed as Exhibit 99 to the Company’s Current Report on Form 8-K dated ~~March 27, 2015,~~April 21, 2020, is hereby incorporated by reference.
~~10-j-2~~10-k			First Amendment to Five-Year Credit Agreement dated as of December 12, 2016 among the Company, the Banks signatory thereto and JPMorgan Chase Bank, as Administrative Agent, filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, is hereby incorporated by reference.
~~10-k~~	Purchase and Sale Agreement dated as of August 24, 2005 by and between the Company and First Industrial Acquisitions, Inc., including the form of Lease Agreement attached as Exhibit I thereto, together with the First Amendment to Purchase and Sale Agreement dated as of September 30, 2005 and the Second Amendment to Purchase and Sale Agreement dated as of October 31, 2005, filed as Exhibit 10-p to the Company’s Annual Report on Form 10-K for the year ended September 30, 2005, is hereby incorporated by reference.
10-l-1			Purchase Agreement, dated as of November 6, 2006, by and among Rockwell Automation, Inc., Rockwell Automation of Ohio, Inc., Rockwell Automation Canada Control Systems, Grupo Industrias Reliance S.A. de C.V., Rockwell Automation GmbH (formerly known as Rockwell International GmbH) and Baldor Electric Company, contained in the Company’s Current Report on Form 8-K dated November 9, 2006, is hereby incorporated by reference.
10-l-2			First Amendment to Purchase Agreement dated as of January 24, 2007 by and among Rockwell Automation, Inc., Rockwell Automation of Ohio, Inc., Rockwell Automation Canada Control Systems, Grupo Industrias Reliance S.A. de C.V., Rockwell Automation GmbH and Baldor Electric Company, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, is hereby incorporated by reference.
10-m-1			Securities Purchase Agreement, dated June 11, 2018, between the Company and PTC Inc., filed as Exhibit 10.1 to the ~~Company's~~Company’s Current Report on Form 8-K dated June 11, 2018, is hereby incorporated by reference.

Table of Contents


10-m-2		Registration Rights Agreement dated July 19, 2018, between the Company and PTC Inc., filed as Exhibit 10.1 to the ~~Company's~~Company’s Current Report on Form 8-K dated as July 20, 2018, is hereby incorporated by reference.
10-m-3	Amendment No. 1 to the Securities Purchase Agreement, dated May 11, 2021, between the Company and PTC Inc., filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 13, 2021, is hereby incorporated by reference.
10-m-4	Agreement and Plan of Merger, dated June 24, 2021, among Plex Systems Holdings Inc., the Company, Merger Sub and the Representative, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 25, 2021, is hereby incorporated by reference.
21		List of Subsidiaries of the Company.
23		Consent of Independent Registered Public Accounting Firm.
24		Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the Company.
31.1		Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2		Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1		Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_________________________



*	*	Management contract or compensatory plan or arrangement.

Item 16.Form 10-K Summary

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or15(d)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.

			By			/s/ ~~PATRICK P. GORIS~~NICHOLAS C. GANGESTAD
						~~Patrick P. Goris~~Nicholas C. Gangestad
						Senior Vice President and
						Chief Financial Officer

Dated: November 9, ~~2018~~2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 9th day of November ~~2018~~2021 by the following persons on behalf of the registrant and in the capacities indicated.


By		/s/ NICHOLAS C. GANGESTAD
		Nicholas C. Gangestad
		Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

By		/s/ TERRY L. RIESTERER
		Terry L. Riesterer
		Vice President and Controller
		(Principal Accounting Officer)

By		~~/s/ PATRICK~~ ~~P. GORIS~~
	~~Patrick P. Goris~~
	~~Senior Vice President and~~
	~~Chief Financial Officer~~
	~~(Principal Financial Officer)~~

By	~~/s/ DAVID~~ ~~M. DORGAN~~
	~~David M. Dorgan~~
	~~Vice President and Controller~~
	~~(Principal Accounting Officer)~~

	Blake D. Moret*
		Chairman of the Board, President and
		Chief Executive Officer
		(Principal Executive Officer)
		and Director

		Keith D. NosbuschWilliam P. Gipson
		Director

		J. Phillip Holloman*
		Director

		Steven R. Kalmanson*
		Director

		James P. Keane*
		Director

		Lawrence D. Kingsley*
		Director

		William T. McCormick, Jr.Pam Murphy
		Director

		Donald R. Parfet *
		Director

		Lisa A. Payne*
		Director

		Thomas W. Rosamilia*
		Director

		Patricia A. Watson*
		Director

*By		/s/ REBECCA W. HOUSE
		Rebecca W. House, Attorney-in-fact**

**By		authority of powers of attorney filed herewith

Table of Contents

SCHEDULE II

ROCKWELL AUTOMATION, INC.

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended September 30, ~~2018~~, ~~2017~~2021, 2020 and ~~2016~~2019

Additions
(in millions)
Balance at Beginning
of Year

Charged to
Costs and
Expenses

Charged to
Other
Accounts
Deductions(b)
Balance at
End of
Year
Description
*Year ended September 30, 2018
Allowance for doubtful accounts (a) $ 24.9
$ 0.1
$ —
$ 7.9
$ 17.1
Valuation allowance for deferred tax assets 18.6
8.9
—
0.5
27.0
*Year ended September 30, 2017
Allowance for doubtful accounts (a) $ 24.5
$ 5.0
$ —
$ 4.6
$ 24.9
Valuation allowance for deferred tax assets 17.3
1.5
0.4
0.6
18.6
*Year ended September 30, 2016
Allowance for doubtful accounts (a) $ 24.8
$ 10.9
$ —
$ 11.2
$ 24.5
Valuation allowance for deferred tax assets 22.2
1.0
0.6
6.5
17.3


			Additions
(in millions)	Balance at Beginning of Year		Charged to Costs and Expenses		Charged to Other Accounts		Deductions(b)		Balance at End of Year
Description
Year ended September 30, 2021
Allowance for doubtful accounts(a)	$	15.2	$	3.1	$	0.4	$	5.5	$	13.2
Valuation allowance for deferred tax assets	58.0		5.4		1.5		32.3		32.6
Year ended September 30, 2020
Allowance for doubtful accounts(a)	$	17.4	$	7.0	$	1.1	$	10.3	$	15.2
Valuation allowance for deferred tax assets	93.8		3.0		0.2		39.0		58.0
Year ended September 30, 2019
Allowance for doubtful accounts(a)	$	17.1	$	6.1	$	—	$	5.8	$	17.4
Valuation allowance for deferred tax assets	27.0		69.3		—		2.5		93.8



(a)		Includes allowances for current and other long-term receivables.

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

*	~~Amounts reported relate to continuing operations in all periods presented.~~

100

Table of Contents

INDEX TO EXHIBITS*




Exhibit No.	Exhibit

**10-a-7	Summary of Non-Employee Director Compensation and Benefits as of October 1, 202 1 .

**10-e-6	Letter Agreement dated March 1, 2021, between Registrant and Nicholas C. Gangestad.





21		List of Subsidiaries of the Company.

23		Consent of Independent Registered Public Accounting Firm.

24		Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the Company.

31.1		Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Periodic Report by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Periodic Report by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Interactive Data Files.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



		*
*	See Part IV, Item 15(a)(3) for exhibits incorporated by reference.
		**	Management contract or compensatory plan or arrangement.

91101



Delaware					25-1797617
(State or other jurisdiction of					(I.R.S. Employer
incorporation or organization)					Identification No.)

1201 South 2^ndSecond Street	Milwaukee		Wisconsin		53204
~~Milwaukee, Wisconsin~~		~~53204~~
(Address of principal executive offices)				(Zip Code)



PART I			Page
	Item 1. Business		23
	Item 1A. Risk Factors		56
	Item 1B. Unresolved Staff Comments		1013
	Item 2. Properties		1013
	Item 3. Legal Proceedings		1113
	Item 4. Mine Safety Disclosures		1114
	Item 4A. Information about our Executive Officers ~~of the Company~~		1114
PART II
	Item 5. Market for ~~the Company’s~~ Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		1215
	Item 6. ~~Selected Financial Data~~Reserved		1417
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1517
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		3741
	Item 8. Financial Statements and Supplementary Data		3842
		CONSOLIDATED BALANCE SHEET	3842
		CONSOLIDATED STATEMENT OF OPERATIONS	3943
		CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	4044
		CONSOLIDATED STATEMENT OF CASH FLOWS	4145
		CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY	4246
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	4347
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		8291
	Item 9A. Controls and Procedures		8291
	Item 9B. Other Information		8291
PART III
	Item 10. Directors, Executive Officers and Corporate Governance		8392
	Item 11. Executive Compensation		8392
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		8392
	Item 13. Certain Relationships and Related Transactions, and Director Independence		8493
	Item 14. Principal Accountant Fees and Services		8493
PART IV
	Item 15. Exhibits and Financial Statement ~~Schedule~~Schedul es		8594
	Item 16. Form 10-K Summary		8898
SIGNATURES


	September 30,
	2021		2020
Intelligent Devices	$	1,052.8	$	392.4
Software & Control	618.2		156.3
Lifecycle Services	1,239.5		1,008.4
	$	2,910.5	$	1,557.1



	September 30,
	2018		2017
Architecture & Software	$	215.7	$	205.1
Control Products & Solutions	1,196.3		1,091.6
	$	1,412.0	$	1,296.7




Location			Segment/Region

Milwaukee, Wisconsin, United States			Global and North America Headquarters, Intelligent Devices, and ~~Control Products & Solutions~~Lifecycle Services
Mayfield Heights, Ohio, United States			~~Architecture~~Software & ~~Software~~Control
~~Cambridge, Canada~~		~~Canada~~
Capelle, Netherlands / Diegem, Belgium		Europe, Middle East and Africa
Hong Kong			Asia Pacific
Weston, Florida, United States			Latin America

The following table sets forth information regarding the manufacturing square footage of our principal locations as of September 30, ~~2018:~~2021:

Location			Manufacturing Square Footage

Monterrey, Mexico			~~630,000~~607,000
~~Aarau, Switzerland~~Katowice, Poland			~~284,000~~238,000
Mequon, Wisconsin, United States			230,000
Tecate, Mexico			225,000
Twinsburg, Ohio, United States			~~257,000~~200,000
~~Mequon, Wisconsin, United States~~		~~240,000~~
~~Tecate, Mexico~~	~~221,000~~
~~Cambridge, Canada~~	~~216,000~~
~~Shanghai, China~~	~~176,000~~
Richland Center, Wisconsin, United States		~~166,000~~189,000
~~Harbin, China~~Cambridge, Canada			~~162,000~~165,000
~~Katowice, Poland~~		~~138,000~~
Ladysmith, Wisconsin, United States		~~130,000~~150,000
~~Jundiai, Brazil~~			~~115,000~~
~~Singapore~~Harbin, China			~~74,000~~118,000
Shanghai, China			106,000
Jundiai, Brazil			95,000
Singapore			79,000


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


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




Name, Office and Position, and Principal Occupations and Employment		Age

Blake D. Moret — Chairman of the Board since January 1, 2018, and President and Chief Executive Officer since July 1, ~~2016; previously~~2016		58
Sujeet Chand — Senior Vice President,		55
~~Sujeet Chand~~ — Technology since July 1, 2021; previously Senior Vice President and Chief Technology Officer	6063
~~Theodore D. Crandall~~Elik I. Fooks — Senior Vice President, ~~since February 7, 2017; previously Senior Vice President and Chief Financial Officer~~		63
~~David M. Dorgan~~ ~~— Vice President and Controller~~	54
~~Steven W. Etzel~~ ~~— Vice President and Treasurer~~	58
~~Elik I. Fooks~~ ~~— Senior Vice President~~Corporate Development since March 16, 2017; previously Vice President and General Manager, Sensing, Safety, and Connectivity Business	6770
~~Patrick P. Goris~~Nicholas C. Gangestad — Senior Vice President and Chief Financial Officer since ~~February 7, 2017;~~March 1, 2021; previously Senior Vice President ~~Finance, Architecture~~ and ~~Software~~Chief Financial Officer, 3M Company (consumer goods, health care and ~~(from 2013-2015) Operations and Engineering Services, and (from July 2015)~~worker safety)		57
Scott Genereux- Senior Vice President ~~Investor Relations~~and Chief Revenue Officer since February 1, 2021; previously Executive Vice President of Worldwide Field Operations at Veritas (provider of information management services) (2017 to 2020), and Senior Vice President at Oracle (cloud applications and platform services)		4758
Rebecca W. House — Senior Vice President, ~~General Counsel~~Chief People (since July 2020) and Legal Officer and Secretary since January 3, 2017; previously Assistant General Counsel, Operations and Compliance, and Assistant Secretary at Harley-Davidson, Inc. (motorcycle manufacturer)		4548
Frank C. Kulaszewicz — Senior Vice President Lifecycle Services since October 1, 2020; previously Senior Vice President		5457
~~Michael Laszkiewicz~~ —Veena M. Lakkundi – Senior Vice President, ~~Operations~~Strategy and ~~Engineering Services~~Corporate Development since ~~July 2, 2018;~~November 1, 2021; previously Senior Vice President, Strategy & Business Development (2020-2021), Vice President and General Manager, ~~Power Control~~Industrial Adhesives and Tapes Division (2019-2020), Vice President and Chief Ethics & Compliance Officer, Compliance and Business Conduct, Legal Affairs (2017-2019) at 3M Company (consumer goods, health care and worker safety)		5852
~~John P. McDermott~~ ~~— Senior Vice President~~		60
John M. Miller — Vice President and Chief Intellectual Property Counsel	5154
~~Robert B. Murphy~~ — Senior Vice President, Connected Enterprise Consulting since July 2, 2018; previously Senior Vice President, Operations and Engineering Services (from May 2016 - July 2018) and Vice President, Manufacturing Operations		59
Christopher Nardecchia — Senior Vice President and Chief Information Officer since November 1, 2017; previously Vice President and Chief Information Officer, Global Operations and Supply Chain, Amgen, Inc. (biopharmaceutical company)	5659
~~Francis S. Wlodarczyk~~ Ernest Nicolas, Jr. — Senior Vice President, Chief Supply Chain Officer since November 4, 2020; previously Senior Vice President, Operations and Engineering Services (from November 2019 to November 2020), Vice President, Global Supply Chain (from July 2018 to November 2019), and Vice President, Strategic Sourcing and Supply Management		44
Cyril Perducat – Senior Vice President (since June 1, 2021) and Chief Technology Officer since July 1, 2021; previously Executive Vice President, Schneider Electric (energy and automation digital solutions)		52
Terry L. Riesterer — Vice President and Controller since November 29, 2019; previously Vice President, Corporate Financial Planning and Analysis and Corporate Development (from August 2016 - November 2019) and Vice President, Global Finance Operations		53
Brian A. Shepherd - Senior Vice President Software and Control since February 1, 2021; previously President, Production Software SFx (2019-2020) and Senior Vice President, Software Solutions (2017-2019) at Hexagon Manufacturing Intelligence (metrology and manufacturing solution specialist), and Executive Vice President, PTC Inc. (digital technology)		56
Isaac Woods — Vice President and Treasurer since October 1, 2020; previously Director, Finance, Power Control Business (from March 2019 - October 2020), Director, Capital Markets (from January 2017 to March 2019), and Manager, Corporate Finance and Investor Relations		36
Francis S. Wlodarczyk — Senior Vice President Intelligent Devices since October 1, 2020; previously Senior Vice President (since July 2, ~~2018; previously~~2018) and Vice President, Control and Visualization Business ~~(from 2014 - 2018) and Director, Product Businesses, EMEA~~		5356


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)
July 1 – 31, 2021	76,727	$	293.14	76,727	$	591,003,972
August 1 – 31, 2021	62,574	316.31		62,574	571,211,496
September 1 – 30, 2021	60,788	310.74		60,788	552,321,985
Total	200,089	305.73		200,089



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⁾
July 1 – 31, 2018	613,830	$	172.62	613,830	$	398,070,077
August 1 – 31, 2018	781,516	175.85		780,961	260,734,522
September 1 – 30, 2018	807,276	188.69		807,276	1,108,405,220
Total	2,202,622	179.66		2,202,067


⁽¹⁾	All of the shares purchased during the quarter ended September 30, 2018 were acquired pursuant to the repurchase programs described in (3) below, except for 555 shares that were acquired in August in connection with stock swap exercises of employee stock options.


⁽²⁾	~~Average price paid per share includes brokerage commissions.~~


	2013		2014		2015		2016		2017		2018			2016		2017		2018		2019		2020		2021
Rockwell Automation*	$	100.00	$	104.76	$	99.00	$	122.54	$	182.04	$	195.23	Rockwell Automation*	$	100.00	$	148.54	$	159.26	$	143.26	$	195.79	$	264.96
S&P 500 Index	100.00		119.73		119.00		137.36		162.92		192.10		S&P 500 Index	100.00		118.61		139.85		145.80		167.89		218.26
S&P Electrical Components & Equipment	100.00		99.35		82.47		102.01		122.54		141.96		S&P Electrical Components & Equipment	100.00		120.13		139.16		134.49		156.25		226.35
Cash dividends per common share	1.98		2.32		2.60		2.90		3.04		3.51		Cash dividends per common share	2.90		3.04		3.51		3.88		4.08		4.28



	Year Ended September 30,
	2018		2017		2016		2015		2014
	(in millions, except per share data)
Consolidated Statement of Operations Data:
Sales	$	6,666.0	$	6,311.3	$	5,879.5	$	6,307.9	$	6,623.5
Interest expense	73.0		76.2		71.3		63.7		59.3
Net income⁽¹⁾	535.5		825.7		729.7		827.6		826.8
Earnings per share:
Basic	4.27		6.42		5.60		6.15		5.98
Diluted	4.21		6.35		5.56		6.09		5.91
Cash dividends per share	3.51		3.04		2.90		2.60		2.32
Consolidated Balance Sheet Data: (at end of period)
Total assets	$	6,262.0	$	7,161.7	$	7,101.2	$	6,404.7	$	6,224.3
Short-term debt and current portion of long-term debt	551.0		600.4		448.6		—		325.0
Long-term debt	1,225.2		1,243.4		1,516.3		1,500.9		900.4
Shareowners’ equity	1,617.5		2,663.6		1,990.1		2,256.8		2,658.1
Other Data:
Capital expenditures	$	125.5	$	141.7	$	116.9	$	122.9	$	141.0
Depreciation	136.4		138.7		143.3		133.1		122.5
Intangible asset amortization	28.2		30.2		28.9		29.4		30.0


North America			9,500
Europe, Middle East and Africa			5,000
Asia Pacific			5,500
Latin America			4,500
Total employees			24,500


	September 30, 2021
	Women	Men
All employees	32%	68%
Engineers	15%	85%
Manufacturing Associates	49%	51%
Individual Contributors	36%	64%
People Managers	25%	75%


	September 30, 2021
	All U.S. Employees	Engineers	Manufacturing Associates	Individual Contributors	People Managers
Black / African American	7%	4%	14%	6%	6%
Asian	10%	12%	14%	6%	8%
Hispanic / Latinx	5%	5%	4%	6%	5%
White	75%	77%	56%	79%	80%
Multiracial, Native American and Pacific Islander	1%	1%	2%	2%	1%
Undisclosed	2%	1%	10%	1%	—%



	IP Index	PMI	Industrial Equipment Spending (in billions)	Capacity Utilization (percent)
Fiscal 2018 quarter ended:
September 2018	108.2	59.8	250.6	78.0
June 2018	107.3	60.2	243.4	77.8
March 2018	105.9	59.3	243.9	77.2
December 2017	105.3	59.3	238.5	77.0
Fiscal 2017 quarter ended:
September 2017	103.3	60.2	234.6	75.8
June 2017	103.7	56.7	230.1	76.2
March 2017	102.5	56.6	222.1	75.4
December 2016	102.2	54.3	218.1	75.3
Fiscal 2016 quarter ended:
September 2016	102.0	51.4	215.3	75.2
June 2016	101.8	52.5	214.2	75.2
March 2016	102.3	51.2	212.2	75.7
December 2015	103.4	48.4	224.0	76.1


⁽⁵⁾	~~Adjusted EPS is a non-GAAP earnings measure that excludes non-operating pension costs and their related income tax effects. See~~ ~~Adjusted Income, Adjusted EPS and Adjusted Effective Tax Rate Reconciliation~~ ~~for more information on this non-GAAP measure.~~


	IP Index	PMI
Fiscal 2021 quarter ended:
September 2021	100.9	61.1
June 2021	99.9	60.6
March 2021	98.3	64.7
December 2020	97.4	60.5
Fiscal 2020 quarter ended:
September 2020	95.5	55.4
June 2020	87.1	52.6
March 2020	100.0	49.1
December 2019	101.7	47.8
Fiscal 2019 quarter ended:
September 2019	102.4	48.2
June 2019	102.4	51.6
March 2019	103.0	54.6
December 2018	103.9	54.3


⁽¹⁾	~~See Note 16 in the Financial Statements for the definition of segment operating earnings.~~


⁽⁴⁾	~~During fiscal 2018, we recorded charges of $538.3 million associated with the enactment of the Tax Act. Refer to Note 14 in the Financial Statements for further information.~~


			Change vs.		Change in Organic Sales(1) vs.
	Year Ended September 30, 2021		Year Ended September 30, 2020		Year Ended September 30, 2020
North America	$	4,132.8	9.9	%	8.0	%
Europe, Middle East and Africa	1,405.7		12.5	%	2.8	%
Asia Pacific	1,012.2		16.5	%	10.3	%
Latin America	446.7		(1.1)	%	(0.1)	%
Total sales	$	6,997.4	10.5	%	6.7	%


			Change vs.		Change in Organic Sales(1) vs.
(in millions, except percentages)	Year Ended September 30, 2020		Year Ended September 30, 2019		Year Ended September 30, 2019
North America	$	3,760.2	(6.3)	%	(8.5)	%
Europe, Middle East and Africa	1,249.3		—	%	(6.5)	%
Asia Pacific	868.7		(4.4)	%	(5.3)	%
Latin America	451.6		(13.5)	%	(9.5)	%
Total sales	$	6,329.8	(5.5)	%	(7.8)	%



(in millions, except per share amounts)	2018		2017		Change
Sales	$	6,666.0	$	6,311.3	$	354.7
Income before income taxes	1,330.8		1,037.4		293.4
Diluted EPS	4.21		6.35		(2.14		)
Adjusted EPS	8.11		6.76		1.35



			Change vs.		Change in Organic Sales⁽¹⁾ vs.
(in millions, except percentages)	Year Ended September 30, 2018		Year Ended September 30, 2017		Year Ended September 30, 2017
United States	$	3,602.6	4.2	%	5.7	%
Canada	361.5		5.3	%	8.9	%
Europe, Middle East and Africa	1,286.8		7.8	%	0.8	%
Asia Pacific	933.3		7.7	%	5.4	%
Latin America	481.8		7.2	%	14.3	%
Total sales	$	6,666.0	5.6	%	5.5	%


~~(1)~~	~~Organic sales are sales excluding the effect of changes in currency exchange rates and acquisitions. See~~ ~~Supplemental Sales Information~~ ~~for information on this non-GAAP measure.~~


	Payments by Period
	Total		2022		2023		2024		2025		2026		Thereafter
Long-term debt and interest (a)	$	6,051.1	$	113.0	$	713.0	$	110.9	$	405.9	$	102.3	$	4,606.0
Minimum lease payments (Note 18)	446.0		101.8		84.8		64.8		47.1		34.6		112.9
Postretirement benefits (b)	51.5		5.8		5.5		5.1		4.8		4.5		25.8
Pension funding contribution (c)	57.4		57.4		—		—		—		—		—
Transition tax (d)	296.0		31.2		31.1		58.4		77.9		97.4		—

Total	$	6,902.0	$	309.2	$	834.4	$	239.2	$	535.7	$	238.8	$	4,744.7


~~(b)~~	~~Our postretirement benefit plans are unfunded and are subject to change. Amounts reported are estimates of future benefit payments, to the extent estimable.~~


~~(d)~~	~~This item includes contractual commitments for capital expenditures, certain materials purchases and long-term obligations under agreements with various service providers.~~


~~(e)~~	Other long-term liabilities include environmental remediation costs, conditional asset retirement obligations and indemnification liabilities. Amounts subsequent to 2019 are excluded from the summary above, as we are unable to make a reasonably reliable estimate of when the liabilities will be paid.


~~(f)~~	Under the Tax Act, the Company may elect to pay the transition tax interest-free over eight years, with 8% due in each of the first five years, 15% in year six, 20% in year seven, and 25% in year eight. See Note 14 in the Financial Statements for further discussion of the transition tax.


~~(g)~~	Amount for unrecognized tax benefits includes accrued interest and penalties. We are unable to make a reasonably reliable estimate of when the liabilities for unrecognized tax benefits will be settled or paid.




	Year Ended September 30, 2018											Year Ended September 30, 2017
	Sales		Effect of Changes in Currency			Sales Excluding Changes in Currency		Effect of Acquisitions		Organic Sales		Sales		Effect of Divestitures			Sales Excluding Divestitures
United States	$	3,602.6	$	(1.4	)	$	3,601.2	$	—	$	3,601.2	$	3,458.4	$	(50.8	)	$	3,407.6
Canada	361.5		(8.2		)	353.3		—		353.3		343.4		(19.0		)	324.4
Europe, Middle East and Africa	1,286.8		(83.7		)	1,203.1		—		1,203.1		1,193.7		—			1,193.7
Asia Pacific	933.3		(19.8		)	913.5		—		913.5		866.4		—			866.4
Latin America	481.8		22.9			504.7		—		504.7		449.4		(8.0		)	441.4
Total Company Sales	$	6,666.0	$	(90.2	)	$	6,575.8	$	—	$	6,575.8	$	6,311.3	$	(77.8	)	$	6,233.5




	Year Ended September 30, 2017												Year Ended September 30, 2016
	Sales		Effect of Changes in Currency			Sales Excluding Changes in Currency		Effect of Acquisitions			Organic Sales		Sales		Effect of Divestitures		Sales Excluding Divestitures
United States	$	3,458.4	$	0.5		$	3,458.9	$	(77.9	)	$	3,381.0	$	3,213.4	$	—	$	3,213.4
Canada	343.4		(2.5		)	340.9		(0.1		)	340.8		316.4		—		316.4
Europe, Middle East and Africa	1,193.7		3.7			1,197.4		(6.8		)	1,190.6		1,147.2		—		1,147.2
Asia Pacific	866.4		6.5			872.9		(2.4		)	870.5		764.4		—		764.4
Latin America	449.4		6.9			456.3		(0.2		)	456.1		438.1		—		438.1
Total Company Sales	$	6,311.3	$	15.1		$	6,326.4	$	(87.4	)	$	6,239.0	$	5,879.5	$	—	$	5,879.5



Asset Category	Target Allocations	Expected Return
Equity securities	55%	9%	–	10%
Debt securities	40%	4%	–	6%
Other	5%	6%	–	11%


	Pension Benefits
	Change in Projected Benefit Obligation		Change in Net Periodic Benefit Cost(1)
Discount rate	$	129.7	$	13.3



	Pension Benefits
	Change in Projected Benefit Obligation		Change in Net Periodic Benefit Cost⁽¹⁾
Discount rate	$	112.9	$	11.9
Return on plan assets	—		6.6


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners’ equity
Balance at September 30, 2018	$	181.4	$	1,681.4	$	6,198.1	$	(941.9)	$	(5,501.5)	$	1,617.5	$	—	$	1,617.5
Net income	—		—		695.8		—		—		695.8		—		695.8
Other comprehensive income (loss)	—		—		—		(546.1)		—		(546.1)		—		(546.1)
Common stock issued (including share-based compensation impact)	—		27.7		—		—		63.0		90.7		—		90.7
Share Repurchases	—		—		—		—		(1,000.0)		(1,000.0)		—		(1,000.0)
Cash dividends declared(1)	—		—		(459.8)		—		—		(459.8)		—		(459.8)
Adoption of accounting standard	—		—		6.1		—		—		6.1		—		6.1
Balance at September 30, 2019	$	181.4	$	1,709.1	$	6,440.2	$	(1,488.0)	$	(6,438.5)	$	404.2	$	—	$	404.2
Net income	—		—		1,023.4		—		—		1,023.4		(0.2)		1,023.2
Other comprehensive income (loss)	—		—		—		16.8		—		16.8		(0.3)		16.5
Common stock issued (including share based compensation impact)	—		77.0		—		—		183.5		260.5		—		260.5
Share Repurchases	—		—		—		—		(254.9)		(254.9)		—		(254.9)
Cash dividends declared(1)	—		—		(472.8)		—		—		(472.8)		—		(472.8)
Adoption of accounting standard	—		—		149.0		(146.8)		—		2.2		—		2.2
Change in noncontrolling interest	—		44.6		—		3.8		—		48.4		319.5		367.9
Balance at September 30, 2020	$	181.4	$	1,830.7	$	7,139.8	$	(1,614.2)	$	(6,509.9)	$	1,027.8	$	319.0	$	1,346.8
Net income	—		—		1,358.1		—		—		1,358.1		(13.8)		1,344.3
Other comprehensive income (loss)	—		—		—		597.1		—		597.1		(0.7)		596.4
Common stock issued (including share based compensation impact)	—		103.5		—		—		102.7		206.2		—		206.2
Share Repurchases	—		—		—		—		(301.5)		(301.5)		—		(301.5)
Cash dividends declared(1)	—		—		(497.5)		—		—		(497.5)		—		(497.5)

Change in noncontrolling interest	—		(0.6)		—		—		—		(0.6)		—		(0.6)
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