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ROCKWELL AUTOMATION, INC

For the period ended Dec 31, 2025. Filed Feb 5, 2026.

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.

Dec 31, 2025 · Filed Feb 5, 2026

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

0001024478-25-000083

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

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-05.

0001024478-26-000005

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 140 previous paragraphs and 124 current paragraphs.

85 unchanged; 30 reworded; 7 added; 24 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 13 previous and 10 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 (7)

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude cost, net of tax, and tax items associated with the anticipated dissolution of the Sensia joint venture attributable to Rockwell Automation. We recognized these costs and tax items in fiscal 2026 in conjunction with a fiscal 2025 decision by the partners to pursue dissolution, which is expected to close on April 1, 2026. We believe the change to our definition provides a more useful presentation of our operating performance to investors as these costs and tax effects are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.
Removed paragraphs (24)

Previous report

•our profitability and market competitiveness may be adversely impacted by changes in trade policies, including tariffs or other factors;

Previous report

•continue double-digit growth in annual recurring revenue;

Previous report

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 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.

Previous 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.

Previous report

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 report

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 report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

•changes to the financial accounting rules for income taxes;

Previous report

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

Previous 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.

Previous report

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 report

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 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.
Reworded paragraphs (30)

Previous wording

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

Current wording

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

Previous 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:

Current wording

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

Previous 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.

Current wording

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

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 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.

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 did not significantly change from the fourth quarter of 2025, and remains in the low single digits.

Previous 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.

Current wording

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

Previous 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.

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 fiscal 2026.

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, 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.

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, net legacy asbestos and environmental charges, cost associated with dissolution of Sensia, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our segments. We believe total segment operating earnings and total segment operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating segments. Our measures of total segment operating earnings and total segment operating margin may be different from measures used by other companies.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

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

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, 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.

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 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. The enactment of this regulation applies beginning this fiscal year, resulting in an approximate increase in our effective tax rate of 3 percent as well as in the amount of global corporate income tax paid. Furthermore, the side-by-side agreement released by the OECD on January 5, 2026, has not altered the anticipated increase in our effective tax rate.

Previous 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.

Current wording

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

Previous wording

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 wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous wording

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.

Current wording

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

Previous 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):

Current 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):

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, 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.

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, net legacy asbestos and environmental charges, cost and tax items associated with dissolution of Sensia attributable to Rockwell Automation, change in fair value of investments, and restructuring charges aligned with enterprise-wide strategic initiatives, including their respective tax effects. See Note 9 in the Consolidated Financial Statements for more information on our net periodic pension and postretirement benefit cost.

Previous wording

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

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

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

Previous wording

In June 2022, we replaced our former $1.25 billion unsecured revolving credit facility with a new five-year $1.5 billion unsecured revolving credit facility, expiring in June 2027. This credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments. We can increase the aggregate amount of this credit facility by up to $750 million, subject to the consent of the banks in the credit facility. We did not borrow against this credit facility during the periods ended June 30, 2025, or September 30, 2024. Borrowings under this credit facility bear interest based on short-term money market rates in effect during the period the borrowings are outstanding. The terms of this credit facility contain covenants under which we agree to maintain an EBITDA-to-interest ratio of at least 3.0 to 1.0. The EBITDA-to-interest ratio is defined in the credit facility as the ratio of consolidated EBITDA (as defined in the facility) for the preceding four quarters to consolidated interest expense for the same period.

Current wording

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

Previous 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.

Current wording

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

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 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.

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. In 2025 we entered into cross-currency swaps that we designated as a partial hedge of our net investment in certain Euro, Swiss franc, and Chinese yuan functional currency denominated subsidiaries. In addition, we use foreign currency forward exchange contracts that are not designated as hedges to offset transaction gains or losses associated with some of our assets and liabilities resulting from intercompany loans or other transactions with third parties that are denominated in currencies other than our entities' functional currencies. Our foreign currency forward exchange contracts are denominated in currencies of major industrial countries. We diversify our foreign currency forward exchange contracts among counterparties to minimize exposure to any one of these entities.

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 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.

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 December 31, 2025, we reclassified $1 million in pre-tax net losses related to cash flow hedges from Accumulated other comprehensive loss into the Consolidated Statement of Operations. Pre-tax net losses related to cash flow hedges reclassified from Accumulated other comprehensive loss into the Consolidated Statement of Operations were not significant during the three months ended December 31, 2024. As of December 31, 2025, we expect that approximately $9 million of pre-tax net unrealized losses on cash flow hedges will be reclassified into earnings during the next 12 months.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Previous report — wording carried elsewhere

•the tax effects of acquisitions; and