ROK 8-K Current Reports

Rockwell Automation 8-K Report, Executive Changes (Sep 24, 2026)

Rockwell Automation, Inc. (ROK) announced that Scott A. Genereux, Chief Revenue Officer, will retire effective December 31, 2026. He will step down from his Chief Revenue Officer role on September 30, 2026, and will continue as a Senior Vice President until his retirement to ensure a seamless transition. This change at a key executive level signals a potential shift in the company's revenue generation leadership and strategy.

Sep 24, 2026 8-K

Rockwell Automation 8-K Report, Financial Results (Aug 4, 2026)

Rockwell Automation (ROK) reported fiscal third-quarter 2026 results (quarter ended June 30, 2026) that were strong across the board. Reported sales rose 8% year over year to $2,313 million, and organic sales grew 10%, led by Software & Control (+18% organic) and Intelligent Devices (+10% organic). Diluted EPS was $3.65 (up 40%, boosted by the Sensia joint venture gain and higher margins), while Adjusted EPS was $3.49 (up 22%). Enterprise operating margin expanded to 22.3% from 19.5%, reflecting higher volume, favorable mix, and the margin benefit from the Sensia dissolution, partly offset by negative price/cost. Free cash flow was $654 million, and free cash flow conversion was 167% of Adjusted Income. Management raised fiscal 2026 guidance: reported and organic sales growth are now expected at 7.5%-9.5% (up from 5%-9%), diluted EPS at $12.72-$13.02, and Adjusted EPS at $13.00-$13.30 (from $12.50-$13.10). Guidance excludes the divested Sensia businesses in the second half. Organic ARR grew 6%, with software ARR up high single digits. The Adjusted Effective Tax Rate rose to 19.2% from 15.3% because of BEPS Pillar Two minimum tax rules, a headwind investors should monitor. Lifecycle Services was the weak spot, with reported sales down 12% due to the divestiture, and organic sales down 2%. The quarter also included a one-time gain from the Sensia dissolution, which the company excluded from Adjusted EPS. Investors should note that the GAAP EPS upside is partly non-recurring. Overall, the update points to solid demand in semiconductor, data center, and warehouse automation, along with margin expansion, while the tax rate increase and divestiture effects shape the near-term earnings picture.

Aug 4, 2026 8-K

Rockwell Automation 8-K Report, Financial Results (May 5, 2026)

Rockwell Automation (ROK) reported fiscal Q2 2026 (quarter ended March 31, 2026) results that beat expectations, with reported sales up 12% year over year to $2,239 million and organic sales up 9%. Currency translation contributed roughly 3 points. Diluted EPS rose 40% to $3.10 and Adjusted EPS rose 32% to $3.30. The improvement was driven mainly by higher sales volume, positive price/cost inclusive of productivity, and favorable mix. Enterprise operating margin expanded about 350 basis points to 22.5%, and pre-tax margin rose to 19.7% from 14.9%. Management cited improving demand in warehouse automation, data center, semiconductor, and energy, while noting that capital investment remains muted in other key verticals. Software & Control was the standout, with organic growth of 17% and a 34.9% segment margin. Lifecycle Services was flat to down, with organic sales down 1%. The company raised fiscal 2026 guidance. Reported sales growth is now expected at 5% to 9%, up from 3% to 7%, and diluted EPS at $11.88 to $12.48, up from $10.75 to $11.55. Adjusted EPS guidance rose to $12.50 to $13.10, from $11.40 to $12.20. The updated outlook excludes the Sensia joint venture, which was dissolved on April 1, 2026, and the guidance includes a roughly 1.5% divestiture drag on sales. Cash generation was solid, with free cash flow of $275 million and free cash flow conversion of 74% of Adjusted Income. The company also repurchased about $454 million of stock in the quarter and has roughly $318 million remaining under its authorization. Investors should weigh the strong margin expansion and guidance raise against several watch items. Income tax rates rose because of BEPS Pillar Two minimum tax rules. The Sensia dissolution introduces portfolio change and one-time costs that are excluded from non-GAAP results. Short-term debt rose to $1,118 million from $610 million, and cash on hand is modest at $423 million. The company also introduced new Enterprise operating profit and margin metrics that include corporate expenses, which makes the new measures a useful but non-standard lens.

May 5, 2026 8-K

Rockwell Automation 8-K Report, Executive Changes (Apr 17, 2026)

Rockwell Automation (ROK) filed an 8-K on April 17, 2026 disclosing a board expansion and a new director appointment. Effective April 16, 2026, the Board increased its size from ten to eleven members and elected David A. Zapico, Chairman and CEO of AMETEK, Inc., as a director. He was assigned to the class with a term expiring at the 2027 Annual Meeting of Shareowners and joined the Compensation and Talent Management Committee and the Board Composition and Corporate Governance Committee. The filing contains no financial results, guidance, or operational updates. The most investor-relevant element is the governance signal: adding a sitting CEO of a peer industrial technology company, with a background in margin expansion, disciplined capital deployment, and acquisitions, may strengthen board perspective on profitability and capital allocation. Zapico's initial compensation includes shares valued at $92,055 under the 2026 Long-Term Incentives Plan, which is consistent with the standard non-employee director package. The filing states there is no arrangement or understanding tied to his selection and no related-party transactions under Item 404(a). For investors, this is a routine, low-impact disclosure. It does not change the company's financial outlook, but it is worth noting for shareholders focused on board independence, committee composition, and the governance benefits of cross-industry experience.

Apr 17, 2026 8-K

Rockwell Automation 8-K Report, Executive Changes (Feb 17, 2026)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 16, 2026, reporting on the outcome of its annual shareowner meeting held on February 10, 2026. The most significant development was the shareowner approval of the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan (the “2026 Plan”). This new plan is crucial for the company's ability to attract and retain key talent by offering various equity-based compensation awards. The 2026 Plan authorizes the issuance of up to 10.6 million shares of common stock, with provisions for utilizing unused shares from previous incentive plans. This shareholder approval is essential for compliance with New York Stock Exchange listing standards and to ensure the tax-qualified status of incentive stock options granted under the plan. Investors should note that this filing primarily concerns executive compensation structure and share dilution potential rather than immediate financial performance.

Feb 17, 2026 8-K

Rockwell Automation 8-K Report, Shareholder Vote Results (Feb 13, 2026)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 13, 2026, detailing the results of its annual shareholder meeting held on February 10, 2026. The meeting saw decisive approval for the election of three directors, an advisory vote on executive compensation, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026, and the adoption of the 2026 Long-Term Incentives Plan. All key proposals presented to shareholders received strong affirmative votes, indicating broad support for the company's governance and strategic direction. The election of directors, advisory approval of executive compensation, and the ratification of the auditor demonstrate confidence from the shareholder base. The approval of the 2026 Long-Term Incentives Plan also signals continued investment in employee and executive motivation for future performance.

Feb 13, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Rockwell Automation 8-K Report, Financial Results (Feb 5, 2026)

Rockwell Automation reported fiscal Q1 2026 (quarter ended December 31, 2025) results that beat its own expectations on sales, margins, and earnings. Reported sales rose 12% year over year to $2,105 million, with organic sales up 10% and currency adding 2%. Growth was led by Software & Control (+19% reported, +17% organic) and Intelligent Devices (+18% reported, +16% organic), while Lifecycle Services declined 4% (organic -6%). Total segment operating margin expanded roughly 360 basis points to 20.7%, driven by volume, positive price/cost, and mix, partially offset by higher compensation. Diluted EPS was $2.69 (up 67%) and Adjusted EPS was $2.75 (up 49%). GAAP results were helped by a lower 11.7% effective tax rate, which included a tax benefit tied to the planned dissolution of the Sensia joint venture. Management raised the fiscal 2026 diluted EPS guidance to $10.75-$11.55 from $10.40-$11.40, and raised the low end of the Adjusted EPS range to $11.40-$12.20 from $11.20-$12.20. The increase in EPS guidance reflects a lower full-year tax rate. Reported sales growth (3%-7%) and organic growth (2%-6%) guidance were reaffirmed, and the sales and Adjusted EPS guidance excludes the anticipated Sensia dissolution, which is expected to close April 1, 2026. Total ARR grew 7%, and ROIC improved to 16.3% from 14.5%. Cash generation weakened in the quarter. Operating cash flow fell to $234 million from $364 million and free cash flow to $170 million from $293 million, primarily due to a payout of fiscal 2025 incentive compensation and higher working capital. Free cash flow conversion was 55% of Adjusted Income. Rockwell repurchased about $154 million of stock, leaving roughly $773 million under its authorization, and short-term debt rose to $826 million from $610 million at fiscal year-end.

Feb 5, 2026 8-K

Rockwell Automation 8-K Report, Material Agreement (Nov 21, 2025)

Rockwell Automation (ROK) entered into a new $1.5 billion five-year unsecured revolving credit agreement dated November 18, 2025, with Bank of America, N.A. as Administrative Agent. The facility replaces the existing $1.5 billion five-year credit agreement dated June 29, 2022, which was terminated early concurrently with the new agreement, with no early termination penalties. For investors, this is a routine refinancing and maturity extension of committed liquidity rather than a new borrowing event, and the filing does not disclose any drawn amount under the new facility. Key economic terms are modestly favorable or neutral. Pricing is tied to the company's senior unsecured credit ratings, with adjusted term SOFR margins of 0.695% to 1.125% and base rate margins of 0.0% to 0.125%. The company has an option to increase commitments by up to $750 million, subject to conditions, and two one-year extension options, which together with the five-year tenor (stated maturity November 18, 2030) provide flexibility. Proceeds are for general corporate purposes. Covenants are substantially the same as the prior agreement, including a minimum interest coverage ratio of 3.00 to 1.00 (Consolidated EBITDA to Consolidated Interest Expense), restrictions on secured debt, mergers, asset sales and sale-leasebacks, and no restriction on dividends. The filing is largely administrative. Its main investor relevance is confirming that the company maintains $1.5 billion of undrawn committed liquidity backed by bank syndicate, which supports its liquidity position alongside its existing cash and debt capacity. Investors should note standard events of default, including acceleration upon a change of control, and that the lenders include Bank of New York Mellon, which also serves as indenture trustee on certain outstanding long-term debt.

Nov 21, 2025 8-K

Rockwell Automation 8-K Report, Financial Results (Nov 6, 2025)

Rockwell Automation (ROK) reported fiscal Q4 and full-year 2025 results on November 6, 2025, with headline reported sales up 14% in Q4 (organic up 13%) and full-year sales up a modest 1% to $8,342 million. Reported GAAP earnings were weak: Q4 diluted EPS fell 41% to $1.23 and full-year diluted EPS fell 7% to $7.67, driven by a $110 million net impairment tied to the Sensia joint venture, a $136 million legacy asbestos charge (accounting method change plus indemnity accrual increase), and a 52.4% Q4 GAAP tax rate. Management's preferred Adjusted EPS, which now excludes legacy asbestos and environmental charges, rose 32% in Q4 to $3.34 and 7% for the year to $10.53, with segment operating margin expanding to 20.4% for the year. Note that the definitional change to Adjusted EPS flatters the comparison, so investors should weigh GAAP results alongside the non-GAAP figures. Cash generation was a clear bright spot. Operating cash flow rose 79% to $1,544 million and free cash flow more than doubled to $1,358 million, aided by cost reductions, no incentive payout in Q1 FY25, and lower tax payments. Software & Control was the standout segment, with Q4 sales up 31% and full-year sales up 9%, while Intelligent Devices declined 1% for the year and Lifecycle Services fell 3%. Total ARR grew 8%, supporting the recurring-revenue story. For fiscal 2026, Rockwell guided to reported sales growth of 3% to 7%, organic growth of 2% to 6%, GAAP diluted EPS of $10.40 to $11.40, and Adjusted EPS of $11.20 to $12.20. Guidance excludes the expected effects of the Sensia dissolution, which the company and SLB agreed to pursue and expects to close in the first half of fiscal 2026, with Rockwell assuming the process automation business it originally contributed.

Nov 6, 2025 8-K

Rockwell Automation 8-K Report, Executive Changes (Oct 3, 2025)

On September 30, 2025, Rockwell Automation entered into new change of control agreements with CEO Blake D. Moret, executives Christian E. Rothe, Scott A. Genereux, Tessa M. Myers, and Rebecca W. House, and certain other officers. The new agreements replace the September 30, 2022 agreements, which expired by their terms on September 30, 2025. The Company says the new terms are substantially the same as the expired agreements, so this filing mainly reflects a renewal of existing retention protections rather than a new compensation philosophy. The agreements take effect only if a change of control occurs between September 30, 2025 and September 30, 2028 (per the Moret agreement; the form agreement's Section 1(b) references September 30, 2025, which appears inconsistent with the 8-K's stated window). They use a double-trigger structure: payments and benefits generally require a termination without cause or a resignation for good reason during a protected period of two years (or three years for Moret) following the change of control. Severance for Moret is three times the sum of base salary and target bonus, plus a three-year benefits continuation and up to $100,000 of outplacement. The form agreement for other officers provides two times that amount, two years of benefits continuation, and up to $75,000 of outplacement. Both include a 'best net' provision for Section 280G excise taxes rather than a full tax gross-up. For investors, the filing is primarily a governance and retention disclosure. It does not report a financial impact, and the Company has not disclosed the estimated aggregate cost of these arrangements. The main investor considerations are the continuity of senior leadership through any potential M&A activity and the potential cost of change-in-control payments if a transaction occurs within the window.

Oct 3, 2025 8-K

Rockwell Automation 8-K Report, Financial Results (Aug 6, 2025)

Rockwell Automation (ROK) reported fiscal Q3 2025 results for the quarter ended June 30, 2025, with reported sales of $2,144 million, up 5% year over year, and organic sales up over 4%. Book-to-bill was roughly 1.0 and total ARR grew 7%. Diluted EPS rose 29% to $2.60, while Adjusted EPS grew 4% to $2.82. Pre-tax margin expanded to 16.0% from 12.4%, though the prior-year comparison was depressed by restructuring charges. Total segment operating margin improved to 21.2% from 20.8%, driven by productivity, price realization and favorable mix, partly offset by higher compensation and unfavorable currency. Segment performance was mixed. Software & Control was the standout, with sales up 23% (22% organic) and segment margin rising to 31.6% from 23.6%. Intelligent Devices grew 1% with margin down to 18.8% from 20.2%. Lifecycle Services declined 6% with margin falling to 13.3% from 19.3%, reflecting lower volume and higher compensation. Free cash flow was $489 million versus $238 million a year earlier, and the company repurchased about $123 million of stock in the quarter. Management narrowed its fiscal 2025 outlook. Reported and organic sales growth guidance was revised to (2)% to 1%, down from the prior (4.5)% to 1.5% reported range, which is a modest improvement at the low end. Diluted EPS guidance was raised to $8.89 - $9.29 and Adjusted EPS to $9.80 - $10.20, with management citing productivity and margin outperformance. Investors should note that nine-month reported sales were down 3% and the top-line outlook remains roughly flat, so earnings growth is primarily margin-driven.

Aug 6, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Rockwell Automation 8-K Report, Corporate Update (Jun 4, 2025)

This 8-K filing from Rockwell Automation, Inc. (ROK) reports on a trading plan established by its Chairman, President, and CEO, Blake D. Moret. The plan, entered into on May 30, 2025, is designed to facilitate the orderly sale of company stock to cover tax obligations and to diversify the CEO's holdings. Specifically, the plan involves shares from restricted stock units and performance shares scheduled to vest in December 2025, as well as shares from stock options awarded in 2016 which are set to expire in 2026. From an investor's perspective, this filing provides transparency regarding executive compensation and potential future selling pressure on the stock. The primary motivations cited are tax settlement and personal financial planning, including diversification and the liquidation of options nearing expiration. While such plans are common, investors should note the potential for these shares to enter the market and consider their impact on stock supply dynamics, particularly as the vesting and expiration dates approach.

Jun 4, 2025 8-K

Rockwell Automation 8-K Report, Material Agreement (May 19, 2025)

Rockwell Automation (ROK) entered into a $500 million senior unsecured 364-day term loan credit agreement on May 16, 2025, with Bank of America, N.A. as administrative agent and a syndicate of lenders including U.S. Bank, TD Bank and Wells Fargo. The full $500 million was drawn on the closing date, and the loan matures on May 15, 2026. Proceeds are earmarked for general corporate purposes. The facility is in addition to the company's existing $1.5 billion five-year revolving credit agreement from June 2022, which remains undrawn, so the company's liquidity backstop is unchanged. For investors, the key points are the size relative to the company's capacity, the cost, and the covenant profile. Pricing is floating: term SOFR plus a margin of 1.000% to 1.250%, with the margin set by the company's senior unsecured credit ratings, and base rate margins of 0.000% to 0.250%. The agreement restricts certain secured debt, mergers, asset sales and sale-leasebacks, and requires a minimum interest coverage ratio of 3.00 to 1.00 (Consolidated EBITDA to Consolidated Interest Expense) tested quarterly beginning around June 30, 2025. It does not restrict dividends. Events of default include a change of control, cross-default on material debt above $75 million, and bankruptcy, which triggers automatic acceleration. The filing does not state the reason for the short-term borrowing. Because it is a bridge-style 364-day facility drawn in full, investors may want to review the company's subsequent filings and earnings commentary for the intended use, such as acquisitions, share repurchases, or working capital timing. The filing does not disclose such a purpose, so this remains an open question.

May 19, 2025 8-K

Rockwell Automation 8-K Report, Financial Results (May 7, 2025)

Rockwell Automation (ROK) reported fiscal Q2 2025 results for the quarter ended March 31, 2025, with reported sales of $2,001 million, down (6)% year over year, and organic sales down (4)%, with currency reducing sales by roughly 2 points. Diluted EPS was $2.22 (down 4%) and adjusted EPS was $2.45 (down 2%). The quarter was not a growth print on the top line, but profitability improved meaningfully: total segment operating margin expanded to 20.4% from 19.0%, driven by cost reduction, margin expansion actions, and positive price/cost. Total company book-to-bill was about 1.0, and total ARR grew 8% year over year, signaling stable demand and continued growth in the recurring revenue base. Management raised fiscal 2025 diluted EPS guidance to $8.23-$9.23 (from $7.65-$8.85) and adjusted EPS guidance to $9.20-$10.20 (from $8.60-$9.80). Reported sales growth guidance was narrowed upward to (4.5)%-1.5% from (5.5)%-0.5%, mainly because currency is now expected to be a smaller headwind (about (0.5)% versus (1.5)% previously). Organic sales growth guidance was held at (4)%-2%, and management noted that tariff-related price realization could push organic sales higher, while the EPS outlook already incorporates the expected cost of tariffs offset through pricing and supply chain actions. For investors, the key takeaway is an earnings-driven beat-and-raise on a flat-to-declining top line. Cash generation improved sharply, with quarterly free cash flow of $171 million versus $69 million a year earlier, largely from lower tax payments. Offsetting concerns include ROIC falling to 14.2% from 18.0%, lower pre-tax income, a higher effective tax rate, and continued tariff and macroeconomic uncertainty. The $1.1 billion remaining buyback authorization and the emphasis on margin expansion are supportive, but sustained top-line recovery remains the critical item to monitor.

May 7, 2025 8-K

Rockwell Automation 8-K Report, Financial Results (Feb 10, 2025)

Rockwell Automation (ROK) reported fiscal Q1 2025 results (quarter ended December 31, 2024) that were mixed: reported sales fell 8.4% to $1,881 million and organic sales declined 7.6%, but orders rose roughly 10% year over year and up mid-single digits sequentially, and total ARR grew 11%. Diluted EPS was $1.61 (down 13%) and adjusted EPS was $1.83 (down 10%), with management noting that margins and EPS came in well above internal expectations due to cost reduction and margin expansion actions. Pre-tax margin fell to 11.3% from 12.7%, and total segment operating margin was roughly flat at 17.1% versus 17.3%. The company updated its fiscal 2025 reported sales growth guidance to (5.5)% to 0.5%, down from (4)% to 2%, driven almost entirely by an approximately 1.5-point currency headwind. Organic sales growth guidance (-4% to 2%) and EPS guidance (diluted $7.65 to $8.85; adjusted $8.60 to $9.80) were reaffirmed, implying management still expects gradual sequential improvement in sales and margins through the year, with tariff impacts a watch item. Cash generation was a bright spot: operating cash flow rose to $364 million and free cash flow to $293 million, largely because no incentive compensation payout occurred this quarter, which makes year-over-year comparisons flattered and not necessarily representative of run-rate cash conversion. For investors, the key tension is between a weak top line and encouraging order momentum, ARR growth, and cost-driven margin resilience. Sustained order growth and organic sales recovery in the coming quarters would be the main signals to watch, along with whether the reaffirmed EPS guidance holds given the reported-sales guidance cut and macro and policy uncertainty affecting customer capex.

Feb 10, 2025 8-K

Rockwell Automation 8-K Report, Shareholder Vote Results (Feb 6, 2025)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 6, 2025, detailing the results of its annual shareholder meeting held on February 4, 2025. The primary focus of the filing is the outcome of several key shareholder votes, providing transparency on governance and executive compensation. Key takeaways include the overwhelming approval of director elections and the ratification of Deloitte & Touche LLP as the independent auditor. Additionally, shareholders provided advisory approval for the compensation of named executive officers, indicating general confidence in the company's remuneration strategies. These results suggest a stable governance structure and positive shareholder sentiment regarding the company's operational and financial oversight.

Feb 6, 2025 8-K

Rockwell Automation 8-K Report, Financial Results (Nov 7, 2024)

Rockwell Automation reported fiscal Q4 and full-year 2024 results that were weak on the top line but resilient on profitability and cash generation. Q4 sales fell 21% year over year to $2,036 million, with organic sales down 21%, and diluted EPS was $2.09 (down 20%). Adjusted EPS was $2.47, down 32%, reflecting lower volume and segment margin compression to 20.1%. For the full year, sales declined 9% to $8,264 million (organic down 10%), diluted EPS fell 31% to $8.28, and adjusted EPS fell 20% to $9.71. Management said Q4 orders came in below expectations, pointing to continued softness across many end markets. Lifecycle Services was the standout, with sales up 10% for the year and segment margin expanding to 16.1% from 7.2%, driven by process-market exposure and digital services. Total ARR grew 16%, a bright spot in the recurring revenue base. Cash generation weakened meaningfully. Operating cash flow fell 37% to $864 million and free cash flow fell 47% to $639 million, with free cash flow conversion dropping to 57% from 86%. Drivers included lower pre-tax income, higher compensation payouts, and higher tax payments. The balance sheet shows cash falling to $471 million while short-term debt rose to $1.08 billion, and the company spent $749 million on acquisitions and $595 million on buybacks during the year. Restructuring charges of $97 million relate to an enterprise-wide cost program, and management has changed its non-GAAP definition to exclude these charges. For fiscal 2025, Rockwell guided reported and organic sales growth of -4% to +2% and diluted EPS of $7.65 to $8.85, with adjusted EPS of $8.60 to $9.80. Management expects fiscal Q1 sales to be below Q4 levels, with gradual sequential improvement through the year. The guidance implies continued pressure in the near term, and investors will likely focus on order trends, margin recovery, and whether free cash flow rebounds from its current depressed level.

Nov 7, 2024 8-K

Rockwell Automation 8-K Report, Corporate Update (Aug 30, 2024)

This 8-K filing reports that Rockwell Automation's Chairman, President, and CEO, Blake D. Moret, has adopted a Rule 10b5-1 trading plan. This plan outlines the future sale of shares related to his equity compensation, specifically restricted stock units, performance shares, and stock options. The primary motivations for entering this plan are to cover tax liabilities associated with the vesting of these awards and to diversify and liquidate stock options that are nearing their expiration date. Investors should note that this is a pre-scheduled trading plan designed to comply with SEC regulations and does not necessarily indicate a change in Mr. Moret's or the company's outlook. The plan becomes effective on November 25, 2024, with the actual sales occurring as shares vest or options are exercised, primarily in early December 2024. The plan covers shares vesting on December 4, 7, and 9, 2024, and the exercise of 26,700 stock options awarded in 2015.

Aug 30, 2024 8-K

Rockwell Automation 8-K Report, Financial Results (Aug 7, 2024)

Rockwell Automation's fiscal Q3 2024 results (quarter ended June 30, 2024) showed a sharp top-line contraction and margin pressure, and management cut its full-year fiscal 2024 guidance. Sales were $2,051 million, down 8.4% year over year, with organic sales also down 8.4%. Diluted EPS fell 41.4% to $2.02, which includes a $0.46 restructuring charge, while adjusted EPS of $2.71 was down 10.0%. The decline was driven mainly by the Software & Control segment, where sales fell 31.8%, partly offset by Lifecycle Services growth of 11.8%. Management attributed weakness to customer project deferrals tied to weaker consumer demand, high interest rates, and policy uncertainty around tax, tariffs, and stimulus. The company lowered fiscal 2024 guidance: reported sales growth is now about (8.5)% versus the prior (6.0)% to (4.0)% range, organic sales growth about (10.0)%, diluted EPS about $8.32 (prior $8.80 to $9.80), and adjusted EPS about $9.60 (prior $10.00 to $11.00). Management now expects sequential order growth to continue into the fourth quarter and next fiscal year, but at a more gradual pace. Margin resilience is a partial offset: total segment operating margin was 20.8%, nearly flat with the prior year, supported by price/cost, lower incentive compensation, and cost reduction actions, while the company launched an enterprise-wide restructuring program with $69.8 million of charges. For investors, the key items are the magnitude of the revenue decline in Software & Control, the guidance cut, and whether the productivity program can sustain margins while demand recovers. Recurring revenue continued to grow, with Total ARR up 17% and Organic ARR up 14%. Balance sheet and cash flow data also merit attention: free cash flow was $238 million, cash fell to $407 million from $1,072 million at fiscal year-end 2023, short-term debt rose to $1,124 million, and the company spent $749 million on acquisitions in the nine-month period.

Aug 7, 2024 8-K

Rockwell Automation 8-K Report, Executive Changes (Jul 17, 2024)

Rockwell Automation (ROK) disclosed in an 8-K filed July 17, 2024 that Christian Rothe will become Senior Vice President and Chief Financial Officer effective August 19, 2024, succeeding Nicholas Gangestad, who announced his retirement on May 7. Rothe comes from Graco Inc., where he is currently President of the Global Industrial Division and previously served as CFO and Treasurer (2015–2018). The company's CEO, Blake Moret, said Rothe will help accelerate execution of the plan to pair market-beating growth with expanded margins, in line with targets introduced in 2023. The filing is a leadership transition rather than a financial-performance disclosure, so it contains no new earnings, guidance, or balance sheet data. The compensation package signals the board's intent to secure an experienced finance executive. Rothe's annual salary is $800,000 with a 100% incentive target. He will also receive long-term equity awards of stock options and restricted stock units, each valued at $1,000,000 and vesting one-third annually over three years. Sign-on cash payments total $750,000 ($500,000 within thirty days of his start date and $250,000 at six months), subject to clawback if he leaves voluntarily or is terminated for cause within two years of each payment. Standard protections include a change-of-control agreement effective for changes of control between August 19, 2024 and October 1, 2025, and a restatement clawback letter, both substantially consistent with existing company forms. For investors, the key points are continuity risk during the transition, the choice of an external CFO with manufacturing and industrial finance experience, and the modest, standard nature of the compensation terms. The filing does not state whether Gangestad's departure is linked to any operational issue, and it provides no details on how the transition will be handled beyond the August 19 start date.

Jul 17, 2024 8-K

Rockwell Automation 8-K Report, Executive Changes (May 7, 2024)

Rockwell Automation, Inc. (ROK) has announced a significant leadership change with the planned retirement of its Senior Vice President and Chief Financial Officer, Nicholas C. Gangestad. Mr. Gangestad will remain in his position until a successor is appointed, facilitating a smooth transition for the company. This announcement, filed on May 6, 2024, regarding an event on May 5, 2024, signals a pivotal moment for the company's financial leadership. Investors should monitor the company's communication regarding the search for a new CFO and the timeline for this transition, as the CFO role is critical to financial strategy, investor relations, and operational oversight. While the filing itself is brief and solely focused on the CFO's retirement, it prompts investors to consider the implications of this change. The departure of a key executive like the CFO can sometimes lead to a period of uncertainty, but Rockwell Automation's commitment to a structured transition aims to mitigate this. The company's ability to identify and onboard a strong financial leader will be crucial for maintaining investor confidence and executing its strategic objectives moving forward.

May 7, 2024 8-K

Rockwell Automation 8-K Report, Financial Results (May 7, 2024)

Rockwell Automation (ROK) reported fiscal Q2 2024 results (quarter ended March 31, 2024) that fell well short of expectations, and cut its full-year fiscal 2024 guidance. Reported sales fell 6.6% year over year to $2,126 million, with organic sales down 8.1%. Diluted EPS was $2.31 (down 11%) and adjusted EPS was $2.50 (down 17%). Total segment operating margin contracted to 19.0% from 21.3%, driven mainly by lower volume in Software & Control, where sales fell 23.1%. Management attributed the weakness to more excess inventory at customers, particularly machine builders, than expected, which has delayed the anticipated order recovery. Full-year guidance was lowered substantially. Reported sales growth is now (6.0)% to (4.0)%, versus prior guidance of 0.5% to 6.5%. Organic sales growth is now (8.0)% to (6.0)%, and adjusted EPS is now $10.00 to $11.00, down from $12.00 to $13.50. Diluted EPS guidance is $8.80 to $9.80. Cash generation weakened, with free cash flow of $68.6 million in the quarter versus $156 million a year earlier, and free cash flow conversion fell to 24%. Share repurchases of $194.7 million continued, with $0.6 billion remaining under the authorization. Positive signals include Total ARR growth of 20% (Organic ARR up 17%), growth in Lifecycle Services (sales up 14%, margin 16.6%), and management's claim of share gains in North America. The company also announced that CFO Nicholas Gangestad will retire, with a successor search underway and Gangestad remaining in the role until a replacement is appointed. Investors will likely focus on the pace of order recovery, the durability of margins, and the identity of the next CFO.

May 7, 2024 8-K

Rockwell Automation 8-K Report, Shareholder Vote Results (Feb 9, 2024)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 9, 2024, detailing the results of its Annual Shareowner Meeting held on February 6, 2024. The meeting saw the election of two directors, Alice L. Jolla and Lisa A. Payne, for terms expiring in 2027, with both receiving strong affirmative votes from shareholders. Additionally, shareowners provided advisory approval for the compensation of named executive officers with approximately 88% of votes cast in favor, indicating general shareholder satisfaction with executive pay. Furthermore, the shareowners ratified the Audit Committee's decision to appoint Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2024. This approval, with a significant majority of affirmative votes, signals confidence in the integrity and oversight of Rockwell Automation's financial reporting and auditing processes. The filing provides transparency on key governance matters and shareholder voting outcomes.

Feb 9, 2024 8-K

Rockwell Automation 8-K Report, Executive Changes (Feb 8, 2024)

Rockwell Automation (ROK) filed an 8-K on February 8, 2024 to disclose a board change. The Board increased its size from ten to eleven directors effective February 7, 2024, and elected Timothy M. Knavish, Chairman and CEO of PPG Industries, as a director. He was assigned to the class of directors with a term expiring at the 2027 Annual Meeting of Shareowners and appointed to the Audit Committee and the Compensation and Talent Management Committee. The filing is governance-focused and contains no financial results, guidance, or material operational disclosures. Knavish's compensation is the standard non-employee director package, including common stock valued at $129,508 under the 2020 Long-Term Incentives Plan, with details deferred to the December 13, 2023 proxy statement. The filing states there is no arrangement or understanding tied to his selection and no Item 404(a) related-party transaction. For investors, the appointment adds an experienced operating executive from a large global manufacturer to the board, with relevant experience in acquisitions, global operations, and workforce management. Because he sits on the Audit and Compensation committees immediately, his role in oversight of financial reporting and executive pay will be worth monitoring. The filing does not indicate any change in Rockwell's strategy or near-term financial outlook.

Feb 8, 2024 8-K

Rockwell Automation 8-K Report, Financial Results (Jan 31, 2024)

Rockwell Automation (ROK) reported fiscal Q1 2024 results (quarter ended December 31, 2023) with reported sales of $2,052 million, up 3.6% year over year, but organic sales grew only 1.0%, with acquisitions adding 1.4% and currency adding 1.2%. Profitability weakened sharply: diluted EPS fell 44% to $1.86 and adjusted EPS fell 17% to $2.04, as pre-tax margin dropped to 12.7% from 23.6% (the prior year included a large fair value gain on the previous PTC investment) and total segment operating margin declined to 17.3% from 20.2%. Free cash flow was negative at $(35.3) million, versus $42.1 million a year earlier, largely due to a higher incentive compensation payout tied to fiscal 2023 performance. Segment results were mixed. Intelligent Devices organic sales fell 4.5% with segment margin compressing to 16.2%, reflecting lower volume and channel inventory effects. Software & Control organic sales rose 4.0%, though margin fell to 25.0%. Lifecycle Services was the standout, with organic sales up 8.1% and segment margin nearly doubling to 10.4%, helped by Sensia, the joint venture with SLB. Recurring revenue remained a bright spot, with Total ARR up 20% and Organic ARR up 18%. Management said orders rose sequentially across all segments and regions, with double-digit sequential growth overall, which it views as an early inflection. Fiscal 2024 guidance was reaffirmed for reported sales growth (0.5%-6.5%), organic sales growth ((2.0)%-4.0%) and adjusted EPS ($12.00-$13.50). Diluted EPS guidance was lowered to $11.24-$12.74 from $11.49-$12.99, reflecting purchase accounting amortization from the Clearpath Robotics and Verve Industrial Protection acquisitions. Management expects modest EPS growth weighted toward the second half, contingent on continued order recovery and channel inventory normalization.

Jan 31, 2024 8-K

Rockwell Automation 8-K Report, Executive Changes (Jan 12, 2024)

Rockwell Automation, Inc. (ROK) has filed an 8-K report detailing the retirement of Senior Vice President Frank Kulaszewicz, effective March 31, 2024. This departure aligns with a previously announced plan for Mr. Kulaszewicz to retire in 2024. He will continue in his role until the effective retirement date. While this filing primarily concerns a change in executive personnel, investors should note that such transitions are common within large organizations. The company has confirmed Mr. Kulaszewicz's intention to retire, indicating a planned succession process is in place. Further details regarding the succession plan and any impact on operational continuity or strategic direction are not provided in this specific filing.

Jan 12, 2024 8-K

Rockwell Automation 8-K Report, Executive Changes (Nov 21, 2023)

This 8-K filing from Rockwell Automation, Inc. (ROK) announces the planned retirement of director Steven R. Kalmanson. Mr. Kalmanson has informed the Board of Directors of his intention not to stand for re-election at the upcoming Annual Meeting of Shareowners scheduled for February 6, 2024. He will continue to serve in his current capacity until the expiration of his term just before the meeting. In response to Mr. Kalmanson's upcoming departure, the Board has approved a reduction in the size of the Board from eleven to ten directors. This change will become effective immediately prior to the Annual Meeting of Shareowners. This filing is primarily administrative and related to board composition, with no immediate financial or operational impacts disclosed.

Nov 21, 2023 8-K

Rockwell Automation 8-K Report, Financial Results (Nov 2, 2023)

Rockwell Automation (ROK) reported fiscal Q4 and full-year 2023 results that were strong on the top line and in underlying earnings, but the quarter was distorted by a non-cash goodwill impairment tied to its Sensia joint venture. Q4 reported sales rose 20.5% year over year to $2,563 million, with organic sales up 17.7%, and every business segment and region posted double-digit sales growth. Full-year sales reached $9,058 million (up 16.7%, organic up 16.9%), and total segment operating margin expanded to 21.3% from 19.9%. Cash generation was excellent, with full-year operating cash flow of $1.375 billion and free cash flow of $1.214 billion, up 67% and 78% respectively, and ROIC improved to 20.9% from 15.2%. GAAP results were weighed down by a $157.5 million goodwill impairment on Sensia, which, combined with a valuation allowance on related deferred tax assets, pushed Q4 GAAP diluted EPS down 10% to $2.61 and the Q4 effective tax rate to 35.2%. Adjusted EPS, which excludes the impairment along with pension, investment fair-value, and noncontrolling-interest effects, rose about 20% to $3.64 in Q4 and 28% to $12.12 for the full year. Full-year GAAP diluted EPS of $11.95 was flattered by a $279 million non-cash gain on the previous PTC investment, so investors should focus on the adjusted figures and on the underlying operating trend. For fiscal 2024, management guided to reported sales growth of 0.5% to 6.5% and organic sales growth of (2.0)% to 4.0%, implying a meaningful slowdown from the FY23 pace. Adjusted EPS guidance is $12.00 to $13.50, roughly flat to modestly up versus FY23, and GAAP diluted EPS guidance is $11.49 to $12.99. Management pointed to improving lead times, year-end backlog, and assumptions about order normalization, and it cited recent acquisitions (Clearpath Robotics and Verve Industrial Protection) as contributors. The key question for investors is whether demand normalizes as expected, since the guidance embeds a notable deceleration in organic growth.

Nov 2, 2023 8-K

Rockwell Automation 8-K Report, Financial Results (Aug 1, 2023)

Rockwell Automation (ROK) reported fiscal third quarter 2023 results for the quarter ended June 30, 2023, delivering double-digit top- and bottom-line growth. Reported sales rose 13.7% year over year to $2,239 million, with organic sales up 13.2%, and Total ARR (annual recurring revenue) grew 17%. Diluted EPS was $3.45 (up 35%) and adjusted EPS was $3.01 (up 13%). The growth was led by Software & Control, where sales rose 23.7% and segment margin expanded to 34.8%, while Intelligent Devices margin compressed to 16.8% from 19.7% on higher investment spend, unfavorable mix, and incentive compensation. Pre-tax margin reached 21.1% versus 17.5%, helped in part by a $85.7 million fair value gain on the company's PTC stock investment, which is a non-operating item that adds volatility to reported earnings. Cash generation was weaker. Operating cash flow fell to $282 million from $345 million and free cash flow fell to $240 million from $327 million, driven by higher working capital (receivables rose to $2,245 million from $1,737 million at fiscal year-end, and inventories rose to $1,435 million from $1,054 million) and higher tax payments. Management attributed a timing shift in shipments to a May change in its U.S. distribution center, which it said did not alter full-year organic sales expectations. Management raised fiscal 2023 guidance on the top line and on diluted EPS. Reported and organic sales growth guidance was narrowed to 14.0%-16.0% (from 12.5%-16.5% and 13.0%-17.0%, respectively), diluted EPS guidance rose to $12.46-$12.86 (from $11.71-$12.41), and adjusted EPS guidance was narrowed to $11.70-$12.10 (from $11.50-$12.20). Investors should note that the diluted EPS raise is largely driven by the PTC mark-to-market gain, while the adjusted EPS guidance better reflects core operating performance.

Aug 1, 2023 8-K

Rockwell Automation 8-K Report, Financial Results (Apr 27, 2023)

Rockwell Automation (ROK) reported fiscal Q2 2023 results (quarter ended March 31, 2023) that substantially beat the prior-year period. Reported sales rose 25.8% year over year to $2,275 million, with organic sales up 27.3%; currency translation was a 2.8% headwind and acquisitions added 1.3%. Diluted EPS was $2.59 versus $0.46, and adjusted EPS was $3.01, up 81% from $1.66. The sharp GAAP EPS gain was inflated by a $63 million mark-to-market gain on its PTC investment, which is excluded from adjusted EPS. Total segment operating margin expanded to 21.3% from 15.7%, led by Software & Control (33.6% margin) and Intelligent Devices (20.2%), while Lifecycle Services margins compressed to 5.5%. Management raised fiscal 2023 guidance: reported sales growth to 12.5%-16.5% (from 10%-14%), organic growth to 13%-17%, and adjusted EPS to $11.50-$12.20 (from $10.70-$11.50). Management cited record backlog and continued improvement in electronic component availability. Cash generation also improved, with operating cash flow of $187 million and free cash flow of $156 million, versus $91 million and $46 million a year earlier, although working capital consumed cash. Investors should note that the quarter included an $117.9 million non-operating pension settlement charge, that Lifecycle Services profitability weakened, and that the PTC stake continues to add earnings volatility. The filing is a routine earnings disclosure under Item 2.02, with the press release furnished as Exhibit 99. It contains no new material obligations or transactions beyond the results and guidance update.

Apr 27, 2023 8-K

Rockwell Automation 8-K Report, Corporate Update (Feb 28, 2023)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 27, 2023, to disclose that its CEO, Blake D. Moret, has entered into a Rule 10b5-1 trading plan. This plan outlines the future sale of a portion of his company stock holdings, including shares from vested restricted stock units, performance shares, and the exercise of stock options. The primary stated purposes for these sales are to cover tax obligations arising from the vesting of equity awards and to diversify his personal holdings, particularly for options that are nearing their expiration. It is important for investors to note that this is a pre-planned trading strategy, established under a Rule 10b5-1 plan, which provides an affirmative defense against allegations of insider trading. The plan becomes effective on May 15, 2023, and covers shares that will vest on various dates in December 2023, as well as shares from options awarded in 2013 and 2014. While the CEO is diversifying and planning for tax obligations, the actual sales will occur in the future based on the plan's parameters.

Feb 28, 2023 8-K

Rockwell Automation 8-K Report, Shareholder Vote Results (Feb 10, 2023)

Rockwell Automation, Inc. (ROK) filed an 8-K on February 10, 2023, detailing the final results of their annual shareholder meeting held on February 7, 2023. The filing confirms that all proposed matters received substantial shareholder approval, indicating continued confidence in the company's governance and executive oversight. Key outcomes include the election of four directors for a term expiring in 2026, a strong advisory approval of executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023. The overwhelming support across these votes suggests a stable operational and strategic direction for Rockwell Automation.

Feb 10, 2023 8-K

Rockwell Automation 8-K Report, Executive Changes (Feb 9, 2023)

Rockwell Automation (ROK) filed an 8-K on February 9, 2023 to report a routine board refresh. Director J. Phillip Holloman, who had served on the Board since 2013, retired effective February 8, 2023, stating that his departure was not due to any disagreement with the Company or its management. The Board simultaneously elected Alice L. Jolla as a director effective the same day, assigning her to the class of directors whose term expires at the 2024 Annual Meeting of Shareowners. She was also appointed to the Audit Committee and the Board Composition and Corporate Governance Committee. Jolla's appointment is the main item of interest. She is Chief Accounting Officer and Corporate Vice President at Microsoft, where she has worked since 2007, and she brings more than 30 years of accounting, compliance, and risk management experience. Her addition to the Audit Committee adds deep technology-sector and SaaS financial reporting expertise to the committee overseeing Rockwell's financial reporting. Her starting compensation includes shares of common stock valued at $129,167 under the 2020 Long-Term Incentive Plan, consistent with the standard package for new non-employee directors. The filing does not disclose any financial results, guidance, or material business developments. For investors, the event is best viewed as a governance update with limited near-term financial impact. The filing indicates no arrangement between Jolla and any other party for her selection, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Feb 9, 2023 8-K

Rockwell Automation 8-K Report, Financial Results (Jan 26, 2023)

Rockwell Automation (ROK) reported fiscal Q1 2023 results (quarter ended December 31, 2022) that beat expectations on the top and bottom line, and raised full-year fiscal 2023 guidance. Reported sales rose 6.7% year over year to $1,981 million, with organic sales up 9.9%. Currency translation was a 4.0% headwind, while the CUBIC and other acquisitions added 0.8%. Organic ARR, the company's key recurring-revenue metric, grew 14%. Adjusted EPS of $2.46 rose 15%, while GAAP diluted EPS of $3.31 rose 61%. The GAAP figure is inflated by a $140.6 million fair value gain on the company's PTC investment, so investors should focus on adjusted EPS for operating performance. Segment results were mixed. Software & Control was the standout, with sales up 11.6% (organic up 15.5%) and segment margin expanding to 29.2% from 22.9%, helped by price/cost and the Plex acquisition. Intelligent Devices grew sales 4.0% (organic up 6.6%), but segment margin fell to 22.4% from 23.7% on higher investment spend and currency. Lifecycle Services grew sales 6.4% but its margin slipped to 5.2% from 5.5%. Total segment margin improved to 20.2% from 19.1%, driven by positive price/cost and volume. Cash generation improved sharply, with free cash flow of $42.1 million versus a $49.1 million outflow a year earlier, though quarterly free cash flow is seasonally small and the company still carries rising short-term debt. Management raised fiscal 2023 guidance. Reported sales growth is now expected at 10.0% to 14.0% (up from 7.5% to 11.5%), organic growth at 11.0% to 15.0%, and adjusted EPS at $10.70 to $11.50 (up from $10.20 to $11.00). The raise reflects record backlog and an assumed gradually improving supply chain. Guidance assumes currency is a roughly 2.0% headwind. The company continued returning capital, repurchasing about $156 million of stock in the quarter with $1.1 billion remaining on its authorization.

Jan 26, 2023 8-K

Rockwell Automation 8-K Report, Financial Results (Nov 2, 2022)

Rockwell Automation (ROK) reported fiscal fourth quarter and full-year 2022 results for the year ended September 30, 2022, and introduced fiscal 2023 guidance. Full-year orders exceeded $10 billion, up more than 20% year over year, and management highlighted record backlog. Fiscal 2022 reported sales were $7.76 billion, up 10.9%, with organic sales up 11.3%. Q4 reported sales rose 17.6% to $2.13 billion, with organic sales up 20.5%, and Q4 diluted EPS of $2.91 was inflated by a large year-ago PTC fair-value loss comparison. Full-year diluted EPS fell to $7.97 from $11.58, largely because of mark-to-market losses on the PTC investment, while Adjusted EPS, which strips those items out, was roughly flat at $9.49 versus $9.43. The underlying operating picture was solid but mixed on cash and margins. Total segment operating margin held at 19.9%, with Software & Control expanding margins to 28.8% for the year and Intelligent Devices slipping to 20.2%. Operating cash flow dropped to $823 million from $1,261 million, and free cash flow fell to $682 million, a 61% conversion of Adjusted Income, driven by higher working capital and bonus payments. ROIC declined to 15.2% from 30.7%, reflecting higher invested capital and lower pre-tax income. Management guided fiscal 2023 reported sales growth of 7.5% to 11.5% and Adjusted EPS of $10.20 to $11.00, assuming continued supply chain stabilization and a CUBIC acquisition contribution. For investors, the key questions are whether double-digit organic growth and the record backlog can convert into stronger cash generation and margin recovery, and how much currency headwinds (guided at about -2.5%) and the PTC investment's earnings volatility will continue to distort reported GAAP results. The company also has $1.3 billion remaining under its share repurchase authorization and continues to pay dividends, which consumed $519 million in fiscal 2022.

Nov 2, 2022 8-K

Rockwell Automation 8-K Report, Executive Changes (Oct 21, 2022)

On October 21, 2022, Rockwell Automation (ROK) disclosed under Item 5.02 that on September 30, 2022 it entered into new change of control agreements with its senior executives, including Chairman, President and CEO Blake D. Moret, Nicholas C. Gangestad, Scott A. Genereux, Rebecca W. House, Frank C. Kulaszewicz, and certain other officers. The new agreements replace change of control agreements dated September 30, 2019, which expired by their terms on September 30, 2022. The Company states that the terms are substantially the same as those in the expired agreements, which were summarized in its December 14, 2021 proxy statement. This is a routine governance refresh rather than a material change to compensation or operations. The agreements take effect only if a change of control occurs between September 30, 2022 and October 1, 2025 (the Change of Control Period). A change of control is generally triggered by acquisition of 20% or more of common stock or voting power, board turnover where the incumbent board ceases to hold a majority, a business combination that does not preserve existing ownership, or shareowner approval of liquidation. Once triggered, the agreements provide a two-year Protected Period. If an executive is terminated without cause or resigns for good reason, the agreements provide severance; for Mr. Moret, the filing describes a lump sum of three times the sum of base salary and target bonus, three years of benefits continuation, and outplacement capped at $100,000. The form agreement for other officers provides two times that multiple, two years of benefits continuation, and outplacement capped at $75,000. Both include a 280G "best net" provision and no tax gross-up. For investors, the filing signals that Rockwell's leadership retention protections remain in place through 2025 and that the change in control framework is largely unchanged. The primary economic exposure is contingent on an acquisition or similar transaction, so the filing does not by itself imply any near-term cash obligation. Investors may still note that the agreements carry a double-trigger structure and a multi-year severance framework, which are standard features in large-cap executive compensation.

Oct 21, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Rockwell Automation 8-K Report, Financial Results (Jul 27, 2022)

Rockwell Automation (ROK) reported fiscal third-quarter 2022 results (quarter ended June 30, 2022) that were strong at the top line and bottom line, and raised its reported sales and EPS guidance ranges in part. Total sales were $1,969 million, up 6.5% year over year, with organic growth of 7.1%, acquisitions adding 2.5%, and currency subtracting 3.1%. Total orders rose 17% and Total ARR grew 59% (organic ARR up 18%). Diluted EPS was $2.55 (up 10%) and Adjusted EPS was $2.66 (up 15%). Total segment operating margin improved to 20.8% from 19.9%, driven by Software & Control's margin expansion, which offset weakness in Intelligent Devices and Lifecycle Services. GAAP results were distorted by the change in fair value of Rockwell's PTC investment, which produced a small loss this quarter versus a large gain a year earlier. Operating cash flow was weaker, at $345 million versus $462 million, and free cash flow fell to $327 million from $437 million, as working capital (receivables and inventories) absorbed cash. Nine-month free cash flow is consequently weak. ROIC fell sharply to 12.8% from 40.4%, reflecting lower pre-tax income tied to PTC adjustments and higher debt from the Plex Systems acquisition. Management updated fiscal 2022 guidance: reported sales growth is now 10.5%-12.5% (from 11%-15%), organic growth 10%-12% (from 10%-14%), and Adjusted EPS $9.30-$9.70 (from $9.20-$9.80), with Diluted EPS $7.74-$8.14. The midpoint of organic growth was reduced to reflect ongoing supply chain volatility, though management expects strong double-digit year-over-year and sequential sales growth in Q4.

Jul 27, 2022 8-K

Rockwell Automation 8-K Report, Material Agreement (Jul 1, 2022)

Rockwell Automation (ROK) entered into a new $1.5 billion five-year unsecured revolving credit agreement dated June 29, 2022, led by Bank of America, N.A. as Administrative Agent. The facility replaces the $1.25 billion Five-Year Credit Agreement dated November 13, 2018, which was terminated early at no penalty. Proceeds are earmarked for general corporate purposes, and the company has an option to increase commitments by up to $750 million, subject to lender conditions, plus two one-year extension options at the lenders' discretion. Pricing is tied to ROK's senior unsecured credit ratings. Term SOFR loans carry margins of 0.575% to 1.025% over adjusted Term SOFR (with a 0.10% SOFR adjustment), and base rate loans carry a margin of 0% to 0.025% over the base rate. The main financial covenant requires Consolidated EBITDA to Consolidated Interest Expense of at least 3.00 to 1.00 over four consecutive quarters. Other covenants restrict secured debt, mergers, asset sales, and sale-leaseback transactions, subject to customary exceptions. The terms are substantially the same as the prior facility. For investors, this is primarily a routine refinancing and liquidity-maintenance event. It enlarges the committed backstop by $250 million and extends the maturity profile to 2027, which supports liquidity flexibility without signaling a near-term change in leverage. The filing does not disclose any drawn balance, so it does not indicate new borrowing needs. The filing also does not provide operational or earnings information.

Jul 1, 2022 8-K

Rockwell Automation 8-K Report, Corporate Update (Jun 3, 2022)

This 8-K filing from Rockwell Automation, Inc. (ROK) primarily discloses a Rule 10b5-1 trading plan established by CEO Blake D. Moret. The plan allows for the sale of company stock that will vest in late 2022 to cover anticipated tax liabilities arising from such vesting. The plan is set to become effective on August 9, 2022, and involves shares tied to restricted stock, performance shares, and restricted stock units. This action by a key executive is a routine, pre-planned approach to managing tax obligations related to equity compensation.

Jun 3, 2022 8-K

Rockwell Automation 8-K Report, Financial Results (May 3, 2022)

Rockwell Automation (ROK) reported fiscal Q2 2022 (quarter ended March 31, 2022) results that were mixed: reported sales rose 1.8% year over year to $1,808 million (organic sales +1.3%, acquisitions +2.3%, currency -1.8%), and total orders grew 37% year over year and rose sequentially, which management cited as evidence of strong underlying demand. Profitability fell sharply. GAAP diluted EPS was $0.46 versus $3.54 a year earlier, primarily because of a $140.7 million mark-to-market loss on its PTC investment, while Adjusted EPS fell 31% to $1.66 on higher input costs and investment spending, partly offset by lower incentive compensation and better pricing. Total segment operating margin contracted to 15.7% from 22.0%, and free cash flow was only $45.9 million versus $224 million a year earlier. The company lowered its fiscal 2022 guidance. Reported sales growth is now 11%-15% (previously 16%-19%), and Adjusted EPS is $9.20-$9.80 (previously $10.50-$11.10). Management attributed the cut to supply chain volatility, COVID-19 shutdowns in China, and the war in Ukraine. Annual recurring revenue (ARR) grew 58% in total and 17% organically, which points to growth in the recurring software and services base. The Board also authorized an additional $1.0 billion for share repurchases; no shares were repurchased in the quarter, and $503 million remained under the prior authorization. For investors, the central questions are whether supply chain constraints ease enough to convert record backlog and strong orders into sales, whether margins recover as input costs and investment spending normalize, and whether the lower guidance reflects a temporary timing issue or a longer-lasting cost and supply problem. The GAAP results are also distorted by the PTC investment's fair value changes, so Adjusted EPS and segment margins are more useful for judging operating performance.

May 3, 2022 8-K

Rockwell Automation 8-K Report, Shareholder Vote Results (Feb 4, 2022)

This 8-K filing from Rockwell Automation, Inc. (ROK) details the results of their annual shareholder meeting held on February 1, 2022. The primary focus is on shareholder votes regarding director elections, executive compensation, and the ratification of the independent auditor. Investors can take comfort in the overwhelming approval of all proposals, indicating strong shareholder confidence in the company's governance and strategic direction. The election of directors saw all four nominees, including CEO James P. Keane and President & COO Blake D. Moret, re-elected with substantial affirmative votes, demonstrating shareholder support for the current leadership. Furthermore, the advisory vote on executive compensation received approximately 85% approval, suggesting shareholders are satisfied with the compensation structure for the company's named executive officers. Lastly, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2022 was overwhelmingly approved, reinforcing confidence in the company's financial oversight.

Feb 4, 2022 8-K

Rockwell Automation 8-K Report, Executive Changes (Feb 3, 2022)

Rockwell Automation (ROK) filed an 8-K on February 3, 2022 to report a board change. Effective February 2, 2022, the Board increased its size from ten to eleven directors and elected Robert W. Soderbery to fill the new seat. He was placed in the class of directors whose term expires at the 2023 Annual Meeting of Shareowners and was appointed to the Technology Committee. The filing is a governance event rather than a financial disclosure: it contains no earnings, guidance, or financial results. Soderbery's compensation is the standard package for new non-employee directors, including common stock valued at $98,334 under the 2020 Long-Term Incentives Plan. The filing states there is no arrangement or understanding tied to his selection, and that he has no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. Director compensation details are in the December 14, 2021 proxy statement for the 2022 Annual Meeting. For investors, the significance lies mainly in the board's added technology expertise. Soderbery brings senior product and general management experience from Western Digital, Cisco, and Symantec, and the Board has signaled that his background suits its technology oversight. The 8-K itself does not indicate a change in strategy, financial position, or outlook.

Feb 3, 2022 8-K

Rockwell Automation 8-K Report, Financial Results (Jan 27, 2022)

Rockwell Automation (ROK) reported fiscal Q1 2022 results (quarter ended December 31, 2021) with strong top-line momentum. Reported sales rose 18.7% year over year to $1,857 million (organic growth of 16.8%, acquisitions adding 2.6%, currency subtracting 0.7%), and orders reached a quarterly record of $2.5 billion, up over 40%. All three segments delivered double-digit sales growth on a supply-chain-constrained backdrop, and the company highlighted that total ARR rose over 50% with the Plex acquisition, with organic ARR up double digits. Profitability and cash flow were weaker. GAAP diluted EPS was $2.05 versus $5.06 a year earlier, largely because of a much smaller non-cash gain on the company's PTC investment ($7.6 million versus $390.4 million), and pre-tax margin fell to 15.2% from 44.8%. Adjusted EPS, which strips out PTC mark-to-market effects and related items, was $2.14, down 10.1% but up about 11% excluding the prior-year $0.45 legal settlement gain. Total segment operating margin slipped to 19.1% from 19.8%, pressured by higher planned spend and negative price/cost. Operating cash flow was negative $12 million and free cash flow was negative $49 million, reflecting the fiscal 2021 bonus payout, higher working capital and tax timing. Management reaffirmed fiscal 2022 reported sales growth guidance of 16%-19% and adjusted EPS guidance of $10.50-$11.10, and raised the bottom end of GAAP diluted EPS guidance to $10.01-$10.61 (from $9.91-$10.51), reflecting PTC-related and purchase accounting updates. Investors should weigh the robust demand and backlog against near-term margin pressure, working-capital build and continuing supply-chain constraints.

Jan 27, 2022 8-K

Rockwell Automation 8-K Report, Executive Changes (Dec 6, 2021)

This 8-K filing from Rockwell Automation, Inc. (ROK) reports on the resignation of Director Lawrence D. Kingsley, effective December 1, 2021. Mr. Kingsley's departure is attributed to existing public company board and business commitments and is not a result of any disagreement with the Company or its management. This event prompts a reduction in the size of the Board of Directors from eleven to ten members. Following Mr. Kingsley's resignation, the Board has made several appointments to committee leadership. Thomas W. Rosamilia has been appointed Chair of the Technology Committee, and James P. Keane has joined the Board Composition and Corporate Governance Committee. Notably, Mr. Keane will step down from the Compensation and Talent Management Committee as a result of this new appointment. These changes are primarily administrative and do not appear to signal any significant strategic shifts or performance issues for Rockwell Automation.

Dec 6, 2021 8-K

Acquisitions & DispositionsExhibits & Filings

Rockwell Automation 8-K Report, Financial Results (Nov 2, 2021)

Rockwell Automation reported fiscal 2021 fourth-quarter and full-year results on November 2, 2021, showing strong top-line momentum and introducing fiscal 2022 guidance. Q4 sales rose 15.1% year over year to $1,807.8 million (organic growth of 12.6%), and record quarterly orders of $2.2 billion rose more than 40%. Full-year sales grew 10.5% to $6,997.4 million (organic growth of 6.7%). Full-year Adjusted EPS was $9.43, up 19.8%, and free cash flow was $1,140.7 million, a 103% conversion of Adjusted Income. Reported diluted EPS of $11.58 for the year was inflated by a $397.4 million investment gain, mainly on the PTC stake, while Q4 diluted EPS of $0.67 was depressed by a $227.2 million loss on the same investment. The quality of the quarter is mixed. Q4 segment operating margin fell to 17.9% from 20.2%, driven by higher planned spending, reinstated incentive compensation, and reversed temporary pay actions. Lifecycle Services margin dropped sharply to 8.1%. Q4 free cash flow fell to $160.4 million from $303.8 million on higher working capital. The balance sheet expanded materially after the Plex Systems acquisition, with goodwill and intangibles rising to $4,647.7 million from $2,129.6 million and long-term debt rising to $3,464.6 million from $1,974.7 million. Management guided fiscal 2022 reported sales growth of 16% to 19% (about $8.2 billion at the midpoint), organic growth of 14% to 17%, diluted EPS of $9.91 to $10.51, and Adjusted EPS of $10.50 to $11.10. The guidance assumes supply chain conditions gradually improve through the year. Investors will be watching whether component availability normalizes, whether margins recover from the Q4 compression, and how the Plex integration performs.

Nov 2, 2021 8-K

Rockwell Automation 8-K Report, Acquisition Completed (Sep 1, 2021)

Rockwell Automation, Inc. (ROK) has announced the successful completion of its acquisition of Plex Systems Holdings, Inc. on August 31, 2021. The merger, which saw Plex become a wholly-owned subsidiary of Rockwell, was valued at an aggregate merger consideration of $2.22 billion in cash, adjusted to an estimated $2.15 billion at the time of the transaction's close. This strategic acquisition brings Plex's cloud-native smart manufacturing platforms into Rockwell's portfolio, a move aimed at enhancing its capabilities in the manufacturing technology space.

Sep 1, 2021 8-K

Material AgreementsFinancial EventsOther Events+1

Rockwell Automation 8-K Report, Material Agreement (Aug 17, 2021)

Rockwell Automation, Inc. (ROK) filed an 8-K on August 17, 2021, to announce the successful offering and sale of $1.5 billion in aggregate principal amount of unsecured notes across three tranches: $600 million of 0.350% Notes due 2023, $450 million of 1.750% Notes due 2031, and $450 million of 2.800% Notes due 2061. The net proceeds from this offering are approximately $1,486.8 million, which are intended to be used to partially fund the previously announced acquisition of Plex Systems Holdings, Inc. The offering was made under the company's existing shelf registration statement. This debt issuance provides Rockwell Automation with significant capital to pursue a strategic acquisition, signaling a move towards expanding its capabilities, likely in the area of cloud-based manufacturing software given the target company, Plex Systems. Investors should note the specific terms of the notes, including their interest rates, maturity dates, and provisions for redemption, especially the special mandatory redemption clauses tied to the successful completion of the Plex acquisition and change of control events. The low interest rates on the notes reflect the company's creditworthiness.

Aug 17, 2021 8-K

Material AgreementsOther EventsExhibits & Filings

Rockwell Automation 8-K Report, Material Agreement (Aug 4, 2021)

On August 3, 2021, Rockwell Automation (NYSE: ROK) entered into an underwriting agreement for a $1.5 billion underwritten public offering of three series of senior unsecured notes: $600 million of 0.350% notes due August 15, 2023; $450 million of 1.750% notes due August 15, 2031; and $450 million of 2.800% notes due August 15, 2061. The offering was priced on August 3 and is expected to close on August 17, 2021. Estimated net proceeds are approximately $1,486.8 million. The notes were issued under the company's existing S-3 shelf registration and an indenture dated December 1, 1996 with The Bank of New York Mellon Trust Company, N.A., as trustee. The proceeds are earmarked to partially fund the purchase price of the anticipated acquisition of Plex Systems Holdings, Inc. The filing includes a special mandatory redemption feature: if the Plex acquisition does not close by 5:00 p.m. New York time on January 31, 2022, or is abandoned or terminated, the company must redeem the 2031 and 2061 notes at 101% of principal plus accrued interest. This feature effectively limits the company's exposure to the acquisition financing risk on those longer-dated tranches. For investors, the filing signals that Rockwell is pre-funding a significant acquisition while locking in historically low interest rates across maturities. The notes are unsecured and rank pari passu with existing unsecured debt, and they carry customary change-of-control protections (101% put upon a change of control combined with a below-investment-grade rating event). The filing does not provide the company's pro forma leverage, the purchase price of Plex, or the specific use of the remaining funding, so those details should be sought in the company's other disclosures.

Aug 4, 2021 8-K