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ROCKWELL AUTOMATION, INC

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

ROK$375.86-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001024478-25-000035

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001024478-25-000083

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 128 previous paragraphs and 140 current paragraphs.

93 unchanged; 27 reworded; 18 added; 8 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

Restructuring charges were $70 million in the three and nine months ended June 30, 2024, which relate to actions in conjunction with an enterprise-wide comprehensive program to optimize cost structure and expand margins. See Note 14 in the Consolidated Financial Statements for more information on our restructuring charges.

Current report

Income before income taxes was $342 million and $854 million in the three and nine months ended June 30, 2025, respectively, compared to $255 million and $825 million in the three and nine months ended June 30, 2024, respectively. The increase in the three and nine months ended June 30, 2025, was primarily due to restructuring charges taken in the prior year.

Current report

In addition to BEPS Pillar Two, other items could also affect our effective tax rate, many of which are outside of our control,

Current report

•changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;

Current report

•changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate

Current report

•changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;

Current report

•changes to the financial accounting rules for income taxes;

Current report

•the resolution and timing of issues arising from tax audits.

Current report

On July 4, 2025, the OBBBA was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. We are currently assessing its impact on our consolidated financial statements and the applicable results of our evaluations will be reflected on the Company’s Form 10-K for the year ended September 30, 2025.

Current report

Intelligent Devices segment operating earnings decreased 6 percent year over year in the three months ended June 30, 2025. Segment operating margin decreased to 18.8 percent in the three months ended June 30, 2025, from 20.2 percent in the same period a year ago, primarily due to higher compensation and unfavorable net currency, partially offset by productivity and the positive impact of price realization.

Current report

Intelligent Devices segment operating earnings decreased 9 percent year over year in the nine months ended June 30, 2025. Segment operating margin decreased to 17.3 percent in the nine months ended June 30, 2025, from 17.6 percent in the same period a year ago.

Current report

Software & Control segment operating earnings increased 64 percent year over year in the three months ended June 30, 2025. Segment operating margin increased to 31.6 percent in the three months ended June 30, 2025, from 23.6 percent in the same period a year ago, primarily due to higher sales volume, the positive impact of price realization, and productivity, partially offset by higher compensation.

Current report

Software & Control segment operating earnings increased 20 percent year over year in the nine months ended June 30, 2025. Segment operating margin increased to 29.1 percent in the nine months ended June 30, 2025, from 24.8 percent in the same period a year ago, primarily due to productivity and the positive impact of price realization, partially offset by higher compensation.

Current report

(1)Restructuring charges in the three and nine months ended June 30, 2024, include $65 million for severance benefits and $5 million for strategic advisory services related to the enterprise-wide severance actions.

Current report

In May 2025, we entered into a $500 million senior unsecured 364-day term loan credit agreement and were advanced the full loan amount. This agreement is in addition to our existing $1.5 billion unsecured revolving credit facility expiring in June 2027, which remains outstanding and undrawn. Borrowings under this term loan bear interest based on Secured Overnight Financing Rates (SOFR) in effect during the period the borrowings are outstanding, and the interest rate as of June 30, 2025, was 5.45 percent. The term loan agreement contains covenants similar to those under our $1.5 billion unsecured revolving credit facility, under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the term loan agreement as the ratio of consolidated EBITDA (as defined in the term loan agreement) for the preceding four quarters to consolidated interest expense for the same period. We were in compliance with all covenants under our credit agreement and credit facilities at June 30, 2025, and September 30, 2024.
Removed paragraphs (8)

Previous report

Income before income taxes was $299 million and $512 million in the three and six months ended March 31, 2025, respectively, compared to $310 million and $570 million in the three and six months ended March 31, 2024, respectively. The decrease in the six months ended March 31, 2025, was primarily due to lower segment operating earnings.

Previous report

Total segment operating earnings increased 1 percent year over year in the three months ended March 31, 2025, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by higher compensation and lower sales volume. Total segment operating earnings decreased 4 percent year over year in the six months ended March 31, 2025, primarily due to lower sales volume and higher compensation, partially offset by the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs.

Previous report

The effective tax rate for the six months ended March 31, 2025, was 16.8 percent, compared to 16.1 percent for the six months ended March 31, 2024. Our adjusted effective tax rate for the six months ended March 31, 2025, was 17.6 percent, compared to 16.2 percent for the six months ended March 31, 2024. The increase in both the effective tax rate and the adjusted effective tax rate was primarily due to lower discrete benefits in the current year.

Previous report

Intelligent Devices sales decreased 8 percent and 10 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 6 percent and 9 percent year over year in the three and six months ended March 31, 2025, respectively. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three and six months ended March 31, 2025, reported and organic sales decreased in all regions.

Previous report

Intelligent Devices segment operating earnings decreased 10 percent year over year in the six months ended March 31, 2025. Segment operating margin was 16 percent in both the six months ended March 31, 2025 and 2024.

Previous report

Software & Control segment operating earnings increased 17 percent year over year in the three months ended March 31, 2025. Segment operating margin increased to 30 percent in the three months ended March 31, 2025, from 26 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by higher compensation.

Previous report

Software & Control segment operating earnings increased 2 percent year over year in the six months ended March 31, 2025. Segment operating margin increased to 28 percent in the six months ended March 31, 2025, from 25 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions and the positive impact of price realization exceeding input costs, partially offset by lower sales volume.

Previous report

Lifecycle Services segment operating earnings decreased 3 percent year over year in the six months ended March 31, 2025. Segment operating margin was 14 percent in both the six months ended March 31, 2025 and 2024.
Reworded paragraphs (27)

Previous wording

In the second quarter of 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

Current wording

In the third quarter of 2025, sales in the U.S. accounted for over half of our total sales. The various indicators we use to gauge the direction and momentum of our served U.S. markets include:

Previous wording

The table below depicts trends in these indicators since the quarter ended September 2023. These figures are as of May 7, 2025, and are subject to revision by the issuing organizations. The IP index improved in the second quarter of fiscal 2025 to the highest level in the last ten quarters. Manufacturing PMI results improved early in the second quarter of fiscal 2025 with two readings above 50; however, results at the end of the quarter fell back below 50.

Current wording

The table below depicts trends in these indicators since the quarter ended September 2023. These figures are as of August 6, 2025, and are subject to revision by the issuing organizations. The IP index did not significantly change from the second quarter of fiscal 2025. Manufacturing PMI results remained below 50 for each of the months in the third quarter of fiscal 2025.

Previous wording

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth has remained in the low single digits during the second quarter, which is consistent with the prior five quarters. Producer prices continue to remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.

Current wording

Inflation in the U.S. has also had an impact on our input costs and pricing. The Producer Price Index (PPI), published by the Bureau of Labor Statistics, measures the average change over time in the selling prices received by domestic producers for their output. PPI growth has remained in the low single digits during the third quarter, which is consistent with the prior six quarters. Producer prices continue to remain elevated, however, year over year increases remain decelerated from the surges in 2023 and 2022.

Previous wording

In the second quarter of 2025, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial output outside the U.S. was mostly positive in the second quarter of fiscal 2025. Manufacturing PMI readings outside the U.S were mixed with readings in Asia Pacific generally better than readings in Europe, Canada, and Mexico.

Current wording

In the third quarter of 2025, sales to customers outside the U.S. accounted for less than half of our total sales. These customers include both indigenous companies and multinational companies with a global presence. In addition to the global factors previously mentioned in the Overview section, international demand, particularly in emerging markets, has historically been driven by the strength of the industrial economy in each region, investments in infrastructure, and expanding consumer markets. We use changes in key countries' gross domestic product (GDP), IP, and PMI as indicators of the growth opportunities in each region where we do business. Industrial production outside the U.S. was mostly positive in the third quarter of fiscal 2025. Manufacturing PMI readings outside the U.S were mixed with readings in Asia Pacific generally better than readings in Europe, Canada, Mexico, and Brazil.

Previous wording

We expect sequential improvement in our sales and margins through 2025 as we continue to deliver on our cost reduction and margin expansion initiatives introduced in 2024. We expect over $250 million of year-over-year benefits from cost reduction and margin expansion actions in 2025 including continuing benefits from restructuring actions we initiated last year and benefits from reduced costs of direct and indirect purchases, increased manufacturing efficiency, and price actions.

Current wording

We expect over $250 million of year-over-year benefits from cost reduction and margin expansion actions in 2025 including continuing benefits from restructuring actions we initiated last year and benefits from reduced costs of direct and indirect purchases, increased manufacturing efficiency, and price actions.

Previous wording

Based on currently enacted tariffs, we estimate our cost exposure to be about $125 million for the second half of 2025. We continue to manage the impact of tariffs through actions including pricing and the use of alternative sources of materials and redundant manufacturing locations. Resiliency actions we took in recent years enable us to build certain high value product lines in more than one geographic location. In consideration of these mitigating actions, tariff costs are expected to be neutral to EPS in the current year.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Three and Six Months Ended March 31, 2025, Compared to Three and Six Months Ended March 31, 2024

Current wording

Three and Nine Months Ended June 30, 2025, Compared to Three and Nine Months Ended June 30, 2024

Previous wording

Sales decreased 6 percent and 7 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 4 percent and 6 percent year over year in the three and six months ended March 31, 2025, respectively. Currency translation decreased sales by 2 percent and 1 percent in the three and six months ended March 31, 2025, respectively. Pricing increased total company sales by approximately 3 percentage points and 2 percentage points year over year in the three and six months ended March 31, 2025, respectively, realized primarily in the Intelligent Devices and Software & Control segments. Volume decreased total company sales by approximately 8 percentage points year over year in the three months ended March 31, 2025, driven by the Software & Control and Intelligent Devices segments, partially offset by the Lifecycle Services segment. Volume decreased total company sales by approximately 8 percentage points year over year in the six months ended March 31, 2025, driven by the Intelligent Devices segment.

Current wording

Sales increased 5 percent and decreased 3 percent year over year in the three and nine months ended June 30, 2025, respectively. Organic sales increased 4 percent and decreased 2 percent year over year in the three and nine months ended June 30, 2025, respectively. Currency translation increased sales by less than one 1 percent and decreased sales by 1 percent in the three and nine months ended June 30, 2025, respectively. Pricing increased total company sales by approximately 3 percentage points and 2 percentage points year over year in the three and nine months ended June 30, 2025, respectively, realized primarily in the Intelligent Devices and Software & Control segments. Volume increased total company sales by approximately 1 percentage point year over year in the three months ended June 30, 2025, driven by the Software & Control segment. Volume decreased total company sales by approximately 5 percentage points year over year in the nine months ended June 30, 2025, driven by the Intelligent Devices segment.

Previous wording

Corporate and other expenses were $33 million and $71 million in the three and six months ended March 31, 2025, respectively, compared to $28 million and $68 million in the three and six months ended March 31, 2024, respectively.

Current wording

Corporate and other expenses were $40 million and $111 million in the three and nine months ended June 30, 2025, respectively, compared to $29 million and $97 million in the three and nine months ended June 30, 2024, respectively.

Previous wording

Intelligent Devices segment operating earnings decreased 1 percent year over year in the three months ended March 31, 2025. Segment operating margin increased to 18 percent in the three months ended March 31, 2025, from 17 percent in the same period a year ago, primarily due to the benefits from cost reduction and margin expansion actions, the positive impact of price realization exceeding input costs, and favorable mix, partially offset by higher compensation and lower sales volume.

Current wording

Total segment operating earnings increased 7 percent year over year in the three months ended June 30, 2025, primarily due to productivity, the positive impact of price realization, and favorable mix, partially offset by higher compensation and unfavorable currency. Total segment operating earnings decreased less than 1 percent year over year in the nine months ended June 30, 2025.

Previous wording

The effective tax rate for the three months ended March 31, 2025, was 17.1 percent, compared to 14.5 percent for the three months ended March 31, 2024. Our adjusted effective tax rate for the three months ended March 31, 2025, was 17.7 percent, compared to 14.8 percent for the three months ended March 31, 2024. The increase in both the effective tax rate and the adjusted effective tax rate was primarily due to lower discrete benefits in the current year.

Current wording

The effective tax rates for the three and nine months ended June 30, 2025, were 14.3 percent and 15.8 percent, respectively, compared to 9.4 percent and 14.1 percent for the three and nine months ended June 30, 2024, respectively. Our Adjusted Effective Tax Rates for the three and nine months ended June 30, 2025, were 15.2 percent and 16.6 percent, respectively, compared to 13.3 percent and 15.1 percent for the three and nine months ended June 30, 2024, respectively. The increase in both the effective tax rate and the Adjusted Effective Tax Rate was primarily due to lower discrete benefits in the current year.

Previous wording

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid.

Current wording

In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, which could result in an increase in our effective tax rate of 2 to 3 percent as well as in the amount of global corporate income tax paid.

Previous wording

2025 second quarter Net income attributable to Rockwell Automation was $252 million or $2.22 per share, compared to $266 million or $2.31 per share in the second quarter of 2024. 2025 second quarter adjusted EPS was $2.45, down 2 percent compared to $2.50 in the second quarter of 2024.

Current wording

2025 third quarter Net income attributable to Rockwell Automation was $295 million or $2.60 per share, compared to $232 million or $2.02 per share in the third quarter of 2024. 2025 third quarter Adjusted EPS was $2.82, up 4 percent compared to $2.71 in the third quarter of 2024.

Previous wording

Net income attributable to Rockwell Automation was $436 million or $3.83 per share in the six months ended March 31, 2025, compared to $481 million or $4.17 per share in the six months ended March 31, 2024. The decreases in Net income attributable to Rockwell Automation and diluted EPS were primarily due to lower sales volume. Adjusted EPS was $4.29 in the six months ended March 31, 2025, down 6 percent compared to $4.54 in the six months ended March 31, 2024, primarily due to lower sales volume.

Current wording

Net income attributable to Rockwell Automation was $731 million or $6.43 per share in the nine months ended June 30, 2025, compared to $713 million or $6.19 per share in the nine months ended June 30, 2024. Adjusted EPS was $7.11 in the nine months ended June 30, 2025, down 2 percent compared to $7.25 in the nine months ended June 30, 2024.

Previous wording

Software & Control sales decreased less than one percent and 6 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales increased 2 percent year over year in the three months ended March 31, 2025. Organic sales decreased 5 percent year over year in the six months ended March 31, 2025. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three and six months ended March 31, 2025, reported and organic sales decreased in all regions except for North America.

Current wording

Intelligent Devices reported and organic sales increased 1 percent year over year in the three months ended June 30, 2025. Sales decreased 7 percent year over year in the nine months ended June 30, 2025. Organic sales decreased 6 percent year over year in the nine months ended June 30, 2025. The effects of currency translation decreased sales by 1 percentage point year over year in the nine months ended June 30, 2025. For the three months ended June 30, 2025, reported sales increased in Europe, Middle East and Africa and Asia Pacific, were flat in North America, and decreased in Latin America. For the three months ended June 30, 2025, organic sales increased in North America and Europe, Middle East and Africa, were flat in Asia Pacific, and decreased in Latin America. For the nine months ended June 30, 2025, reported sales decreased in all regions. For the nine months ended June 30, 2025, organic sales decreased in all regions except Latin America.

Previous wording

Lifecycle Services sales decreased 8 percent and 2 percent year over year in the three and six months ended March 31, 2025, respectively. Organic sales decreased 6 percent and 1 percent year over year in the three and six months ended March 31, 2025, respectively. The effects of currency translation decreased sales by 2 percentage points and 1 percentage point year over year in the three and six months ended March 31, 2025, respectively. For the three months ended March 31, 2025, reported and organic sales decreased in all regions. For the six months ended March 31, 2025, reported sales increased in all regions except Europe, Middle East, and Africa and Latin America. For the six months ended March 31, 2025, organic sales increased in all regions except Latin America.

Current wording

Software & Control sales increased 23 percent and 2 percent year over year in the three and nine months ended June 30, 2025, respectively. Organic sales increased 22 percent and 3 percent year over year in the three and nine months ended June 30, 2025, respectively. The effects of currency translation increased sales by 1 percentage point year over year in the three months ended June 30, 2025. The effects of currency translation decreased sales by 1 percentage point year over year in the nine months ended June 30, 2025. For the three months ended June 30, 2025, reported and organic sales increased in all regions except Latin America. For the nine months ended June 30, 2025, reported and organic sales decreased in all regions except for North America.

Previous wording

Lifecycle Services segment operating earnings decreased 20 percent year over year in the three months ended March 31, 2025. Segment operating margin decreased to 15 percent in the three months ended March 31, 2025, from 17 percent in the same period a year ago, primarily due to higher compensation and lower sales volume, partially offset by the benefits from cost reduction and margin expansion actions and strong project execution.

Current wording

Lifecycle Services segment operating earnings decreased 35 percent and 17 percent year over year in the three and nine months ended June 30, 2025, respectively. Segment operating margin decreased to 13.3 percent and 13.4 percent in the three and nine months ended June 30, 2025, respectively, from 19.3 percent and 15.7 percent, respectively, in the same period a year ago, primarily due to higher compensation and lower sales volume, partially offset by productivity.

Previous wording

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

Current wording

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

Previous wording

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, and change in fair value of investments, including their respective tax effects. Non-operating pension and postretirement benefit credit is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 10 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

Current wording

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. Non-operating pension and postretirement benefit credit is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. See Note 10 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

Previous wording

Cash provided by operating activities was $563 million for the six months ended March 31, 2025, compared to $153 million for the six months ended March 31, 2024. Free cash flow was $464 million for the six months ended March 31, 2025, compared to $34 million for the six months ended March 31, 2024. The year over year increases in cash provided by operating activities and free cash flow were primarily due to no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance.

Current wording

Cash provided by operating activities was $1,090 million for the nine months ended June 30, 2025, compared to $432 million for the nine months ended June 30, 2024. Free cash flow was $953 million for the nine months ended June 30, 2025, compared to $272 million for the nine months ended June 30, 2024. The year over year increases in cash provided by operating activities and free cash flow were primarily due to higher pre-tax income, no payout of incentive compensation in the first quarter of fiscal 2025 related to fiscal 2024 performance, and lower tax payments.

Previous wording

Our Short-term debt as of March 31, 2025, included commercial paper borrowings of $996 million, with a weighted average interest rate of 4.57 percent, and a weighted average maturity period of 31 days. Our Short-term debt as of September 30, 2024, included commercial paper borrowings of $657 million, with a weighted average interest rate of 5.14 percent, and a weighted average maturity period of 24 days. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of March 31, 2025, and September 30, 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.32 percent and 6.17 percent, respectively. Also included in Short-term debt as of March 31, 2025, and September 30, 2024, was $42 million of interest-bearing loans from SLB to Sensia. In April 2025, the loans were extended to October 15, 2026, and $14 million of new interest-bearing loans from SLB to Sensia were entered into and are due July 2025.

Current wording

Our Short-term debt as of June 30, 2025, included commercial paper borrowings of $260 million, with a weighted average interest rate of 4.51 percent, and a weighted average maturity period of 11 days. Our Short-term debt as of September 30, 2024, included commercial paper borrowings of $657 million, with a weighted average interest rate of 5.14 percent, and a weighted average maturity period of 24 days. In December 2022, Sensia entered into an unsecured $75 million line of credit. As of June 30, 2025, and September 30, 2024, included in Short-term debt was $70 million borrowed against the line of credit with an interest rate of 5.32 percent and 6.17 percent, respectively. Also included in Short-term debt as of June 30, 2025, and September 30, 2024, was $14 million and $42 million, respectively, of interest-bearing loans from Schlumberger (SLB) to Sensia. In April 2025, $14 million of new interest-bearing loans from SLB to Sensia were entered into and are due October 15, 2025. The loans outstanding as of September 30, 2024, were extended to October 15, 2026, and are included in Long-term debt as of June 30, 2025.

Previous wording

We repurchased approximately 0.8 million shares of our common stock under our share repurchase program in the first six months of 2025. The total cost of these shares was $228 million, of which $3 million was recorded in Accounts payable at March 31, 2025, related to shares that did not settle until April 2025. At September 30, 2024, there were no significant outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 1.1 million shares of our common stock under our share repurchase program in the first six months of 2024. The total cost of these shares was $315 million, of which $2 million was recorded in Accounts payable at March 31, 2024, related to shares that did not settle until April 2024. Our decision to repurchase shares in the remainder of 2025 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. On May 2, 2022, and September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. At March 31, 2025, we had approximately $1,119 million remaining for share repurchases under our existing board authorizations. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

Current wording

We repurchased approximately 1.3 million shares of our common stock under our share repurchase program in the first nine months of 2025. The total cost of these shares was $350 million, of which $1 million was recorded in Accounts payable at June 30, 2025, related to shares that did not settle until July 2025. At September 30, 2024, there were no significant outstanding common stock share repurchases recorded in Accounts payable. We repurchased approximately 1.7 million shares of our common stock under our share repurchase program in the first nine months of 2024. The total cost of these shares was $476 million, of which $1 million was recorded in Accounts payable at June 30, 2024, related to shares that did not settle until July 2024. Our decision to repurchase shares in the remainder of 2025 will depend on business conditions, free cash flow generation, other cash requirements, and stock price. On May 2, 2022, and September 11, 2024, the Board of Directors authorized us to expend an additional $1.0 billion to repurchase shares of our common stock. At June 30, 2025, we had approximately $996 million remaining for share repurchases under our existing board authorization. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, for additional information regarding share repurchases.

Previous wording

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

Current wording

At June 30, 2025, the majority of our Cash and cash equivalents were held by non-U.S. subsidiaries. We use a global cash pooling arrangement to efficiently manage liquidity among our entities. As a result of the broad changes to the U.S. international tax system under the Tax Act, the Company accounts for taxes on earnings of substantially all of its non-U.S. subsidiaries including both non-U.S. and U.S. taxes. The Company has concluded that earnings of a limited number of its non-U.S. subsidiaries are indefinitely reinvested.

Previous wording

Separate short-term unsecured credit facilities of approximately $246 million at March 31, 2025, were available to non-U.S. subsidiaries, of which, approximately $33 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at March 31, 2025, and September 30, 2024, were not significant. We were in compliance with all covenants under our credit facilities at March 31, 2025, and September 30, 2024. There are no significant commitment fees or compensating balance requirements under our credit facilities.

Current wording

Separate short-term unsecured credit facilities of approximately $275 million at June 30, 2025, were available to non-U.S. subsidiaries, of which, approximately $34 million was committed under letters of credit. Borrowings under our non-U.S. credit facilities at June 30, 2025, and September 30, 2024, were not significant. There are no significant commitment fees or compensating balance requirements under our credit facilities.

Previous wording

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. There were no open net investment hedges for the six months ended March 31, 2025, or September 30, 2024. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

Current wording

We use foreign currency forward exchange contracts to manage certain foreign currency risks. We enter into these contracts to hedge our exposure to foreign currency exchange rate variability in the expected future cash flows associated with certain third-party and intercompany transactions denominated in foreign currencies forecasted to occur within the next two years. We also may use these contracts to hedge portions of our net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. There were no open net investment hedges for the nine months ended June 30, 2025, or September 30, 2024. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are usually denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

Previous wording

Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During both the three and six months ended March 31, 2025, we reclassified $7 million in pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the three and six months ended March 31, 2024, we reclassified $5 million and $13 million, respectively, in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of March 31, 2025, we expect that approximately $6 million of pre-tax net unrealized gains on cash flow hedges will be reclassified into earnings during the next 12 months.

Current wording

Net gains and losses related to derivative forward exchange contracts designated as cash flow hedges offset the related gains and losses on the hedged items during the periods in which the hedged items are recognized in earnings. During the three months ended June 30, 2025, we reclassified $1 million in pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the nine months ended June 30, 2025, we reclassified $6 million in pre-tax net gains related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations. During the three and nine months ended June 30, 2024, we reclassified $5 million and $18 million, respectively, in pre-tax net gains related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. As of June 30, 2025, we expect that approximately $18 million of pre-tax net unrealized losses on cash flow hedges will be reclassified into earnings during the next 12 months.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

•the tax effects of acquisitions; and

Current report — wording carried from elsewhere

Lifecycle Services reported and organic sales decreased 6 percent and 3 percent year over year in the three and nine months ended June 30, 2025, respectively. For the three months ended June 30, 2025, reported sales decreased in all regions except Europe, Middle East, and Africa. For the three months ended June 30, 2025, organic sales decreased in all regions. For the nine months ended June 30, 2025, reported sales decreased in all regions. For the nine months ended June 30, 2025, organic sales decreased in all regions except North America.