Results of Operations

Non-GAAP Measures



The following discussion includes organic sales, total segment operating
earnings and margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate
and free cash flow, which are non-GAAP measures. See Supplemental Sales
Information for a reconciliation of reported sales to organic sales and a
discussion of why we believe this non-GAAP measure is useful to investors. See
Summary of Results of Operations for a reconciliation of Income before income
taxes to total segment operating earnings and margin and a discussion of why we
believe these non-GAAP measures are useful to investors. See Adjusted Income,
Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for a
reconciliation of Net income attributable to Rockwell Automation, diluted EPS,
and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective
Tax Rate, respectively, and a discussion of why we believe these non-GAAP
measures are useful to investors. See Financial Condition for a reconciliation
of cash flows from operating activities to free cash flow and a discussion of
why we believe this non-GAAP measure is useful to investors.

Overview

Rockwell Automation, Inc. is a global leader in industrial automation and
digital transformation. We connect the imaginations of people with the potential
of technology to expand what is humanly possible, making the world more
productive and more sustainable. Overall demand for our hardware and software
products, solutions, and services is driven by:

•investments in manufacturing, including upgrades, modifications and expansions
of existing facilities or production lines, and new facilities or production
lines;

•investments in basic materials production capacity, which may be related to commodity pricing levels;

•our customers' needs for faster time to market, operational productivity, asset management and reliability, and enterprise risk management;

•our customers' needs to continuously improve quality, safety, and sustainability;

•industry factors that include our customers' new product introductions, demand for our customers' products or services, and the regulatory and competitive environments in which our customers operate;

•levels of global industrial production and capacity utilization;

•regional factors that include local political, social, regulatory, and economic circumstances; and

•the spending patterns of our customers due to their annual budgeting processes and their working schedules.



Long-term Strategy

Our strategy is to bring The Connected Enterprise to life by integrating control
and information across the enterprise. We deliver customer outcomes by combining
advanced industrial automation with the latest information technology. Our
growth and performance strategy seeks to:

•achieve organic sales growth in excess of the automation market by expanding our served market and strengthening our competitive differentiation;

•grow market share of our core platforms;

•drive double digit growth in information solutions and connected services;

•drive double digit growth in annual recurring revenue (ARR);

•acquire companies that serve as catalysts to organic growth by increasing our information solutions and high-value services offerings and capabilities, expanding our global presence, or enhancing our process expertise;

•enhance our market access by building our channel capability and partner network;

•deploy human and financial resources to strengthen our technology leadership and our intellectual capital business model;

•continuously improve quality and customer experience; and

•drive annual cost productivity.


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By implementing the above strategy, we seek to achieve our long-term financial
goals, including above-market organic sales growth, increasing the portion of
our total revenue that is recurring in nature, EPS growth above sales growth,
return on invested capital in excess of 20 percent, and free cash flow equal to
about 100 percent of Adjusted Income. We expect acquisitions to add a percentage
point or more per year to long-term sales growth.

Our customers face the challenge of remaining globally cost competitive and automation can help them achieve their productivity and sustainability objectives. Our value proposition is to help our customers reduce time to market, lower total cost of ownership, improve asset utilization and manage enterprise risks.

Differentiation through Technology Innovation and Domain Expertise



Our integrated control and information architecture, with Logix at its core, is
an important differentiator. We are the only automation provider that can
support discrete, process, batch, safety, motion, and power control on the same
hardware platform with the same software programming environment. Our integrated
architecture is scalable with standard open communications protocols making it
easier for customers to implement it more cost effectively. Our information
software portfolio, combined with the software made available as a result of our
strategic alliance with PTC, is the most comprehensive and flexible information
platform in the industry. Through the combination of this technology and our
domain expertise we help customers to achieve additional productivity benefits,
such as reduced unplanned downtime, improved energy efficiency, higher quality,
and increased throughput yield.

Intelligent motor control is one of our core competencies and an important aspect of an automation system. These hardware and software products and solutions enhance the availability, efficiency and safe operation of our customers' critical and most energy-intensive plant assets. Our intelligent motor control offering can be integrated seamlessly with the Logix architecture.



Domain expertise refers to the industry and application knowledge required to
deliver solutions and services that support customers through the entire life
cycle of their automation investment. The combination of industry-specific
domain expertise of our people with our innovative technologies enables us to
help our customers solve their manufacturing and business challenges.

Global Expansion



As the manufacturing world continues to expand, we must be able to meet our
customers' needs around the world. Approximately 66 percent of our employees and
less than half of our total sales are outside the U.S. We continue to expand our
footprint in emerging markets.

As we expand in markets with considerable growth potential and shift our global
footprint, we expect to continue to broaden the portfolio of hardware and
software products, solutions, and services that we provide to our customers in
these regions. We have made significant investments to globalize our
manufacturing, product development and customer-facing resources in order to be
closer to our customers throughout the world. The emerging markets of Asia
Pacific, including China and India, Latin America, Central and Eastern Europe
and Africa are projected to be the fastest growing over the long term, due to
higher levels of infrastructure investment and the growing middle-class
population. We believe that increased demand for consumer products in these
markets will lead to manufacturing investment and provide us with additional
growth opportunities in the future.

Enhanced Market Access

Over the past decade, our investments in technology and globalization have enabled us to expand our addressed market to over $100 billion. Our process initiative has been the most important contributor to this expansion and remains our largest growth opportunity.



Original Equipment Manufacturers (OEMs) represent another area of addressed
market expansion and an important growth opportunity. To remain competitive,
OEMs need to find the optimal balance of machine cost and performance while
reducing their time to market. Our scalable integrated architecture and
intelligent motor control offerings, along with design productivity tools and
our motion and safety products, can assist OEMs in addressing these business
needs.

We have developed a powerful network of channel partners, technology partners
and commercial partners that act as amplifiers to our internal capabilities and
enable us to serve our customers' needs around the world.
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Broad Range of Industries Served



We apply our knowledge of manufacturing applications to help customers solve
their business challenges. We serve customers in a wide range of industries,
which we group into three broad categories: discrete, hybrid, and process.

       Discrete                        Hybrid                           Process
       Automotive                      Food & Beverage                  Oil & Gas
       Semiconductor                   Life Sciences                    Mining
       Warehousing & E-commerce        Household & Personal Care        Metals
       General Industries              Tire                             Chemicals
       Printing & Publishing           Eco Industrial                   Pulp & Paper
       Marine                          Water / Wastewater               Other Process
       Glass                           Waste Management
       Fiber & Textiles                Mass Transit
       Airports                        Renewable Energy
       Aerospace
       Other Discrete

Outsourcing and Sustainability Trends



Demand for our hardware and software products, solutions, and services across
all industries benefits from the outsourcing and sustainability needs of our
customers. Customers increasingly desire to outsource engineering services to
achieve a more flexible cost base. Our manufacturing application knowledge
enables us to serve these customers globally.

We help our customers meet their sustainability needs pertaining to energy
efficiency, environmental, and safety goals. Customers across all industries are
investing in more energy-efficient manufacturing processes and technologies,
such as intelligent motor control, and energy-efficient solutions and services.
In addition, environmental and safety objectives, including those related to
combating climate change, often spur customers to invest to ensure compliance
and implement sustainable business practices. As customers seek to be more
sustainable, our offering of hardware and software products provide strategic
opportunities to appeal to their changing needs and preferences.

Acquisitions and Investments

Our acquisition and investment strategy focuses on hardware and software products, solutions, and services that will be catalytic to the organic growth of our core offerings.



In March 2022, we, through our Sensia affiliate, acquired Swinton Technology, a
provider of meeting supervisory systems and measurement expertise in the Oil &
Gas industry.

In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions.

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



In December 2020, we acquired Fiix Inc., a privately-held, artificial
intelligence enabled computerized maintenance management system (CMMS) company
based in Toronto, Ontario, Canada. Fiix's cloud-native CMMS creates workflows
for the scheduling, organizing, and tracking of equipment maintenance; connects
seamlessly to business systems; and drives data-driven decisions.

In October 2020, we acquired Oylo, a privately-held industrial cybersecurity services provider based in Barcelona, Spain. Oylo provides a broad range of industrial control system cybersecurity services and solutions including assessments, turnkey implementations, managed services and incident response.


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In April 2020, we acquired ASEM, S.p.A., a provider of digital automation technologies based in Italy. ASEM's products will allow us to provide customers with a high degree of configurability for their industrial computing needs, allow them to achieve faster time to market, lower their cost of ownership, improve asset utilization, and better manage enterprise risk.



In April 2020, we also acquired Kalypso, LP, a privately-held U.S.-based
software delivery and consulting firm specializing in the digital transformation
of industrial companies with a strong client base in life sciences, consumer
products and industrial high-tech.

In January 2020, we acquired Avnet Data Security, LTD, an Israel-based
cybersecurity provider with over 20 years of experience. Avnet's combination of
service delivery, training, research, and managed services enables us to serve
more customers and accelerate our portfolio development.

In October 2019, we completed the formation of a joint venture, Sensia, a fully
integrated digital oilfield automation solutions provider, with SLB. The joint
venture leverages SLB's oil and gas domain knowledge and our automation and
information expertise. Rockwell Automation owns 53% of Sensia and SLB owns 47%
of Sensia.

In October 2019, we also acquired MESTECH Services, a global provider of
Manufacturing Execution Systems / Manufacturing Operations Management, digital
solutions consulting, and systems integration services. The acquisition of
MESTECH expands our capabilities to profitably grow information solutions and
connected services globally and accelerate our ability to help our customers
execute digital transformation initiatives.

In January 2019, we acquired Emulate3D, an innovative engineering software
developer whose products digitally simulate and emulate industrial automation
systems. This acquisition enables our customers to virtually test machine and
system designs before incurring manufacturing and automation costs and
committing to a final design.

In addition, we make venture investments that enable access to complementary and
leading edge technologies aligned with our strategic priorities, accelerating
internal development efforts, reducing time to market, and as a hedge against
disruptive technologies.

We believe these acquisitions and investments will help us expand our served market and deliver value to our customers.

Attracting, Developing, and Retaining Highly Qualified Talent

At Rockwell Automation, we promise to expand human possibility within our company and throughout the world of industrial production, and we work to attract and develop highly engaged people who can and want to do their best work.



Our commitment to diversity, equity, and inclusion starts at the top. Our 11
board members include three female and two African American directors. In fiscal
2021, we hired our first chief diversity officer and made investments to
accelerate our efforts to increase diversity, equity, and inclusion across the
company.

A culture of integrity is fundamental to Rockwell's core values, including a
formal ethics and compliance organization and an Ombuds office that investigates
ethical and legal concerns brought forth by employees. Our code of conduct,
along with our partner code of conduct and supplier code of conduct prohibits
corrupt acts, bribery, and anticompetitive behavior. Employee training is used
to reinforce our values companywide, with participation in trainings related to
ethics, environment, health and safety, and emergency responses at or near 100%.
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There are several ways in which we attract, develop, and retain highly qualified talent, including:



•we make the safety and health of our employees a top priority. We strive for
zero workplace injuries and illnesses and operate in a manner that recognizes
safety as fundamental to Rockwell Automation being a great place to work. In
fiscal 2022, we achieved 0.38 recordable cases per 100 employees.

•we capture and act upon employee feedback through our annual employee
engagement survey. It measures several engagement indicators and drivers and
provides an overall employee engagement index (EEI) with external benchmark
comparison. The latest survey, conducted in March 2022, showed an EEI of 76,
which was equal to a global norm for this index. Our global inclusion index
score was 77, two points higher than the global benchmark of 75.

•we invest in growth and development of our employees. As the pace of change
increases, it is important we provide re-skilling and upskilling opportunities
for our technical talent, along with soft skills and leadership development for
all. We offer a portfolio of all employee, managerial, and leader training that
spans on-demand, virtual, and live instructor-led formats. Our programs focus on
basic as well as transformational skills. We take pride in our culture and in
fiscal 2021 created an opportunity for our employees to participate in
team-based culture workshops. In fiscal 2022, the majority of our employees
completed one or more of our training programs representing over 500,000
learning hours.

•we offer employee assistance and work life benefits to all global employees.
Our comprehensive benefits include healthcare benefits, disability and life
insurance benefits, paid time off, and leave programs. Rockwell offers plans and
resources to help employees meet future savings goals through defined benefit
and retirement savings plans. We offer flextime, remote work, and part-time
arrangements whenever business conditions permit. We believe that face to face
interaction is critical for our culture, innovation, people development, and
engagement, and that flexible, virtual work arrangements help employees be more
productive and engaged. During fiscal 2022, we launched our Hybrid Workplace
Program, which combines the values of both physical workspaces and virtual work
options, both of which are important for attracting, retaining, and developing
talent and facilitating innovation, engagement, and productivity.

We monitor employee retention and attrition rates by demographic factors
including by gender, ethnicity, generation, years of service, career role,
region, business, and function. We generally experienced higher attrition rates
in fiscal 2022 as compared to fiscal 2021. We believe the increase is consistent
with market trends experienced broadly across labor markets in fiscal 2022. We
use attrition rate information to identify and address unfavorable trends to
mitigate risk to our business. See Item 1A. Risk Factors for a discussion of
risks relating to our inability to attract, develop, and retain highly qualified
talent.

At September 30, 2022, our employees, including those employed by consolidated subsidiaries, by region were approximately:



North America                      10,000
Europe, Middle East and Africa      5,500
Asia Pacific                        6,000
Latin America                       4,500
Total employees                    26,000


Our employees had the following global gender demographics based on voluntary
disclosure:

                             September 30, 2022
                              Women        Men
All employees                  32%         68%
Individual Contributors        33%         67%
People Managers                26%         74%

Technical Talent               17%         83%

Manufacturing Associates       48%         52%


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Our U.S. employees had the following race and ethnicity demographics based on
voluntary disclosure:

                                                                                     September 30, 2022
                                                                                                                    Multiracial, Native
                                                                                                                    American and Pacific
                                  Black / African American       Asian         Hispanic / Latinx         White            Islander           Undisclosed
All U.S. Employees                           7%                    9%                 5%                  73%                2%                  4%
Individual Contributors                      7%                   10%                 5%                  72%                2%                  4%
People Managers                              6%                    7%                 5%                  78%                1%                  3%

Technical Talent                             6%                   12%                 6%                  72%                2%                  2%

Manufacturing Associates                     14%                  13%                 3%                  54%                2%                  14%


Continuous Improvement

Productivity and continuous improvement are important components of our culture.
We have programs in place that drive ongoing process improvement, functional
streamlining, material cost savings, and manufacturing productivity. These are
intended to improve profitability that can be used to fund investments in growth
and to offset inflation. Our ongoing productivity initiatives target both cost
reduction and improved asset utilization. Charges for workforce reductions and
facility rationalization may be required in order to effectively execute our
productivity programs.
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U.S. Economic Trends

In 2022, 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:



•the Industrial Production (IP) Index, published by the Federal Reserve, which
measures the real output of manufacturing, mining, and electric and gas
utilities. The IP Index is expressed as a percentage of real output in a base
year, currently 2017. Historically, there has been a meaningful correlation
between the changes in the IP Index and the level of automation investment made
by our U.S. customers in their manufacturing base.

•the Manufacturing Purchasing Managers' Index (PMI), published by the Institute
for Supply Management (ISM), which indicates the current and near-term state of
manufacturing activity in the U.S. According to the ISM, a PMI measure above 50
indicates that the U.S. manufacturing economy is generally expanding while a
measure below 50 indicates that it is generally contracting.

The table below depicts the trends in these indicators from fiscal 2020 to 2022.
These figures are as of November 8, 2022, and are subject to revision by the
issuing organizations. The IP index rose 0.5, a slower rate of acceleration, in
the fourth quarter of fiscal 2022 versus the third quarter of fiscal 2022. The
U.S. manufacturing sector continued to expand in the fourth quarter with PMI
remaining above 50, however, this is the lowest rate since the pandemic recovery
began, reflecting an easing of demand.

                                                    IP Index         PMI
                  Fiscal 2022 quarter ended:
                  September 2022                    102.4           50.9
                  June 2022                         101.9           53.0
                  March 2022                        101.1           57.1
                  December 2021                     100.1           58.8
                  Fiscal 2021 quarter ended:
                  September 2021                     98.8           60.5
                  June 2021                          97.9           60.9
                  March 2021                         96.7           63.7
                  December 2020                      96.1           60.5
                  Fiscal 2020 quarter ended:
                  September 2020                     94.1           55.7
                  June 2020                          84.6           52.2
                  March 2020                         97.5           49.7
                  December 2019                     101.7           47.8


During 2022, inflation in the U.S. has 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 for September 30, 2022, June 30,
2022, March 31, 2022, and December 31, 2021, increased 8.5 percent, 11.3
percent, 11.7 percent, and 10.0 percent, respectively, compared to September 30,
2021, June 30, 2021, March 31, 2021, and December 31, 2020. These figures are as
of November 8, 2022, and are subject to revision by the issuing organization.

Non-U.S. Economic Trends



In 2022, 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 mixed in the fourth quarter of
fiscal 2022.

Global GDP forecasts are mixed, with Europe, Middle East, and Africa and Latin
America projected to see slowing growth from 2022 to 2023 and Asia projected to
see flat to slightly higher growth. Supply chain disruptions, labor shortages,
and global inflation are expected to remain persistent in 2023, along with
elevated geopolitical instability.
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Supply Chain



We have a global supply chain, including a network of suppliers and
manufacturing and distribution facilities. The supply chain is stressed by
increased demand, along with pandemic-related and other global events that have
put additional pressures on manufacturing output and freight lanes. This has
resulted in and could continue to result in:

•disruptions in our supply chain;

•difficulty in procuring or inability to procure components and materials necessary for our hardware and software products, solutions, and services;

•increased costs for commodities, components, and freight services; and

•delays in delivering, or an inability to deliver, our hardware and software products, solutions, and services.

Our total order backlog consists of (in millions):



                                 September 30,
                              2022           2021
Intelligent Devices        $ 2,086.1      $ 1,052.8
Software & Control           1,456.8          618.2
Lifecycle Services           1,654.1        1,239.5
Total Company              $ 5,197.0      $ 2,910.5

See Note 2 in the Consolidated Financial Statements for additional information on the nature of our products and services and revenue recognition.



We are closely managing our end-to-end supply chain, from sourcing to production
to customer delivery, with a particular focus on all critical and at-risk
suppliers and supplier locations globally. We have made large-scale investments
to increase capacity across our network in support of our orders growth.
Additional actions we are taking include:

•extending order visibility to our supply base to ensure we are appropriately planning for extended component lead times;

•securing longer-term supply agreements with critical partners;

•re-engineering of existing products to increase component supply resiliency;

•capacity investments, including redundant manufacturing lines and additional electronic assembly equipment; and

•qualification of additional suppliers to diversify our supplier base.

We believe these and other actions we are taking will over time normalize our product lead times and reduce our backlog.

COVID-19 Pandemic



We continue to monitor the impacts of the COVID-19 pandemic on all aspects of
our business and geographies. Uncertainty on the duration and severity of those
impacts remains due to the evolving nature of the pandemic, government responses
to it, and regulations across the geographies in which our business operates. We
are continuously responding to the changing conditions created by the pandemic
and evolving regulations and remain focused on our priorities including employee
health and safety, our customer needs, and protecting critical investments to
drive long-term differentiation.
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Outlook



The table below provides guidance for sales growth and earnings per share for
fiscal 2023 as of November 8, 2022. Our guidance reflects record backlog and
assumes continued supply chain stabilization.

                        Sales Growth Guidance                                                           EPS Guidance
Reported sales growth                                 7.5% - 11.5%           Diluted EPS                                   $9.54 - $10.34
Organic sales growth (1)                              9.0% - 13.0%           Adjusted EPS (1)                              $10.20 - $11.00
   Inorganic sales growth                                ~ 1.0%
   Currency translation                                 ~ (2.5)%

(1) Organic sales growth and Adjusted EPS are non-GAAP measures. See Supplemental Sales Information and Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on these non-GAAP measures.

Note: Guidance includes estimated impact of CUBIC acquisition in fiscal year 2023.


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Summary of Results of Operations

The following table reflects our sales and operating results (in millions, except per share amounts and percentages):

Year Ended September 30,


                                                                          2022               2021               2020
Sales
Intelligent Devices (a)                                               $ 3,544.6          $ 3,311.9          $ 2,956.0
Software & Control (b)                                                  2,312.9            1,947.0            1,681.3
Lifecycle Services (c)                                                  1,902.9            1,738.5            1,692.5
Total sales (d)                                                       $ 7,760.4          $ 6,997.4          $ 6,329.8
Segment operating earnings (1)
Intelligent Devices (e)                                               $   717.6          $   702.1          $   587.8
Software & Control (f)                                                    666.7              531.0              473.8
Lifecycle Services (g)                                                    158.3              158.2              196.3
Total segment operating earnings (2) (h)                                1,542.6            1,391.3            1,257.9
Purchase accounting depreciation and amortization                        (103.9)             (55.1)             (41.4)
Corporate and other                                                      (104.7)            (120.6)             (98.9)
Non-operating pension and postretirement benefit cost                      (4.7)             (63.8)             (37.4)

Change in fair value of investments                                      (136.9)             397.4              153.9

Legal settlement                                                              -               70.0                  -
Interest expense, net                                                    (118.8)             (93.0)             (98.0)
Income before income taxes (i)                                          1,073.6            1,526.2            1,136.1
Income tax provision                                                     (154.5)            (181.9)            (112.9)

Net income                                                                919.1            1,344.3            1,023.2
Net loss attributable to noncontrolling interests                         (13.1)             (13.8)              (0.2)
Net income attributable to Rockwell Automation                        $   932.2          $ 1,358.1          $ 1,023.4


Diluted EPS                                                           $    7.97          $   11.58          $    8.77

Adjusted EPS (3)                                                      $    9.49          $    9.43          $    7.87

Diluted weighted average outstanding shares                               116.7              117.1              116.6

Pre-tax margin (i/d)                                                       13.8  %            21.8  %            17.9  %

Intelligent Devices segment operating margin (e/a)                         20.2  %            21.2  %            19.9  %
Software & Control segment operating margin (f/b)                          28.8  %            27.3  %            28.2  %
Lifecycle Services segment operating margin (g/c)                           8.3  %             9.1  %            11.6  %
Total segment operating margin (2) (h/d)                                   19.9  %            19.9  %            19.9  %


(1) See Note 19 in the Consolidated Financial Statements for the definition of segment operating earnings.



(2) Total segment operating earnings and total segment operating margin are
non-GAAP financial measures. We exclude purchase accounting depreciation and
amortization, corporate and other, non-operating pension and postretirement
benefit cost, change in fair value of investments, the $70 million legal
settlement in fiscal 2021, interest expense, net, and income tax provision
because we do not consider these items to be directly related to the operating
performance of our segments. We believe total segment operating earnings and
total segment operating margin are useful to investors as measures of operating
performance. We use these measures to monitor and evaluate the profitability of
our operating segments. Our measures of total segment operating earnings and
total segment operating margin may be different from measures used by other
companies.

(3) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted
EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this
non-GAAP measure.
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2022 Compared to 2021

Sales

Sales in fiscal 2022 increased 10.9 percent compared to 2021. Organic sales
increased 11.3 percent. Currency translation decreased sales by 2.7 percentage
points. Acquisitions increased sales by 2.3 percentage points. Organic annual
recurring revenue at September 30, 2022, grew approximately 14 percent compared
to September 30, 2021. See Organic Annual Recurring Revenue for information on
this measure. Pricing increased sales in our Intelligent Devices and Software &
Control operating segments by approximately 3.3 percentage points.

The table below presents our sales for the year ended September 30, 2022,
attributed to the geographic regions based upon country of destination, and the
percentage change from the same period in 2021 (in millions, except
percentages). The results by region, segment, and industry were primarily driven
by component availability rather than the underlying demand.

                                                                                                         Change in Organic
                                                                              Change vs.                   Sales (1) vs.
                                                 Year Ended                   Year Ended                    Year Ended
                                             September 30, 2022           September 30, 2021            September 30, 2021
North America                               $          4,722.0                          14.3  %                       10.7  %
Europe, Middle East and Africa                         1,437.6                           2.3  %                       11.8  %
Asia Pacific                                           1,088.0                           7.5  %                       10.8  %
Latin America                                            512.8                          14.8  %                       15.8  %
Total Company Sales                         $          7,760.4                          10.9  %                       11.3  %


(1) Organic sales and organic sales growth exclude the effect of acquisitions,
changes in currency exchange rates, and divestitures. See Supplemental Sales
Information for information on these non-GAAP measures.

Corporate and Other

Corporate and other expenses were $104.7 million in fiscal 2022 compared to $120.6 million in fiscal 2021. The prior year includes deal costs associated with the acquisition of Plex Systems.

Income before Income Taxes



Income before income taxes decreased to $1,073.6 million in 2022 from $1,526.2
million in 2021, primarily due to fair-value adjustments recognized in
connection with our investment in PTC (the "PTC adjustments") and a $70 million
pre-tax favorable legal settlement in the first quarter of fiscal 2021,
partially offset by higher operating earnings. Total segment operating earnings
increased to $1,542.6 million from $1,391.3 million in 2021, primarily due to
higher sales, including price increases, and lower incentive compensation,
partially offset by higher input costs and higher investment spend.

Income Taxes



The effective tax rate in 2022 was 14.4 percent compared to 11.9 percent in
2021. The Adjusted Effective Tax Rate in 2022 was 16.0 percent compared to 11.6
percent in 2021. The increases in the effective tax rate and the Adjusted
Effective Tax Rate were primarily due to higher discrete benefits in the prior
year.

See Note 16 in the Consolidated Financial Statements for a complete reconciliation of the United States statutory tax rate to the effective tax rate and more information on tax events in 2022 and 2021 affecting each year's respective tax rates.

Diluted EPS and Adjusted EPS



Fiscal 2022 Net income attributable to Rockwell Automation was $932.2 million or
$7.97 per share, compared to $1,358.1 million or $11.58 per share in fiscal
2021. The decreases in Net income attributable to Rockwell Automation and
diluted EPS were primarily due to the PTC adjustments and a $70 million pre-tax
favorable legal settlement in the first quarter of fiscal 2021, partially offset
by higher operating earnings. Adjusted EPS was $9.49 in fiscal 2022, up 0.6
percent compared to $9.43 in fiscal 2021, primarily due to higher sales,
including price increases, and lower incentive compensation, partially offset by
higher input costs, higher investment spend, higher tax rate, and the prior year
favorable legal settlement.


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Intelligent Devices

Sales

Intelligent Devices sales increased 7.0 percent in 2022 compared to 2021. Organic sales increased 9.7 percent. The effects of currency translation decreased sales by 2.7 percentage points. All regions experienced sales increases.

Segment Operating Margin



Intelligent Devices segment operating earnings increased 2.2 percent year over
year. Segment operating margin decreased to 20.2 percent in 2022 from 21.2
percent in 2021, primarily driven by higher input costs and higher investment
spend, partially offset by higher sales, including pricing increases, and lower
incentive compensation.

Software & Control

Sales

Software & Control sales increased 18.8 percent in 2022 compared to 2021.
Organic sales increased 13.8 percent. The effects of currency translation
decreased sales by 2.7 percentage points and acquisitions increased sales by 7.7
percentage points. All regions experienced reported and organic sales increases,
except for EMEA where organic sales increased but unfavorable currency
translation reduced reported sales.

Segment Operating Margin



Software & Control segment operating earnings increased 25.6 percent year over
year. Segment operating margin increased to 28.8 percent in 2022 from 27.3
percent in 2021, primarily due to higher sales, including pricing increases, and
lower incentive compensation, partially offset by higher input costs, higher
investment spend, and the impact of acquisitions.

Lifecycle Services

Sales

Lifecycle Services sales increased 9.5 percent in 2022 compared to 2021. Organic sales increased 11.4 percent. The effects of currency translation decreased sales by 2.5 percentage points and acquisitions increased sales by 0.6 percentage points. All regions experienced sales increases.

Segment Operating Margin



Lifecycle Services segment operating earnings increased 0.1 percent year over
year. Segment operating margin decreased to 8.3 percent in 2022 from 9.1 percent
in 2021, driven by supply chain constraints and higher investment spend,
partially offset by higher sales and lower incentive compensation.
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2021 Compared to 2020

Sales

Sales in fiscal 2021 increased 10.5 percent compared to 2020. Organic sales
increased 6.7 percent of which pricing increased sales by approximately 1
percent. Currency translation increased sales by 2.3 percentage points.
Acquisitions increased sales by 1.5 percentage points. Organic annual recurring
revenue (ARR) at September 30, 2021 grew approximately 18 percent compared to
September 30, 2020. See Organic Annual Recurring Revenue for information on this
measure.

The table below presents our sales for the year ended September 30, 2021,
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):

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


(1) Organic sales and organic sales growth exclude the effect of acquisitions,
changes in currency exchange rates, and divestitures. See Supplemental Sales
Information for information on these non-GAAP measures.

•Reported and organic sales in North America increased in discrete and hybrid
industries, partially offset by weakness in process industries, particularly Oil
& Gas.

•EMEA reported and organic sales increased primarily due to strength in Food &
Beverage and Tire. Reported sales also increased due to currency translation and
sales from acquisitions.

•Asia Pacific reported and organic sales increased year over year, primarily due to strength in Semiconductor, Life Sciences, and Tire. Reported sales also increased due to favorable currency translation.



•Reported and organic sales in Latin America decreased year over year, primarily
due to weakness in Mining and Oil & Gas, partially offset by growth in Food &
Beverage.

Corporate and other

Corporate and other expenses were $120.6 million in fiscal 2021 compared to $98.9 million in fiscal 2020. The increase was primarily driven by deal costs associated with the acquisition of Plex Systems.

Income before Income Taxes



Income before income taxes increased 34 percent from $1,136.1 million in 2020 to
$1,526.2 million in 2021, primarily due to the PTC adjustments recognized in
2021 and 2020, higher operating earnings, and a $70 million pre-tax favorable
legal settlement in the first quarter of fiscal 2021. Total segment operating
earnings increased 11 percent year over year from $1,257.9 million in 2020 to
$1,391.3 million in 2021, primarily due to higher sales, partially offset by the
reinstatement of incentive compensation and the reversal of temporary pay
actions taken in fiscal 2020.

Income Taxes



The effective tax rate in 2021 was 11.9 percent compared to 9.9 percent in 2020.
The increase in the effective tax rate was primarily due to the effect of tax
benefits recognized upon the formation of the Sensia joint venture in fiscal
2020 and other discrete items. The Adjusted Effective Tax Rate in 2021 was 11.6
percent compared to 12.4 percent in 2020. The decrease in the Adjusted Effective
Tax Rate was primarily due to higher discrete benefits in the current year.

See Note 16 in the Consolidated Financial Statements for a complete reconciliation of the United States statutory tax rate to the effective tax rate and more information on tax events in 2021 and 2020 affecting each year's respective tax rates.


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Diluted EPS and Adjusted EPS



Fiscal 2021 Net income attributable to Rockwell Automation was $1,358.1 million
or $11.58 per share, compared to $1,023.4 million or $8.77 per share in fiscal
2020. The increase in Net income attributable to Rockwell Automation and diluted
EPS were primarily due to higher sales and the PTC adjustments, partially offset
by the reinstatement of incentive compensation and the reversal of temporary pay
actions taken in fiscal 2020. Fiscal 2021 Adjusted EPS was $9.43, up 19.8%
percent compared to $7.87 in fiscal 2020, primarily due to higher sales,
partially offset by the reinstatement of incentive compensation and the reversal
of temporary pay actions taken in fiscal 2020.

Operating Segments

The following is a discussion of our results by operating segment. See Note 19 in the Consolidated Financial Statements for additional information on each segment and our definition of segment operating earnings.

Intelligent Devices

Sales

Intelligent Devices sales increased 12.0 percent in 2021 compared to 2020. Organic sales increased 9.7 percent and the effect of currency translation increased sales by 2.3 percentage points. All regions experienced sales increases.

Segment Operating Margin



Intelligent Devices segment operating earnings increased 19.4 percent. Operating
margin was 21.2% percent in 2021 compared to 19.9% percent in 2020, primarily
due to higher sales, partially offset by the reinstatement of incentive
compensation.

Software & Control

Sales

Software & Control sales increased 15.8 percent in 2021 compared to 2020. Organic sales increased 10.0 percent, the effect of currency translation increased sales by 2.5 percentage points, and acquisitions increased sales by 3.3 percentage points. All regions experienced sales increases.

Segment Operating Margin



Software & Control segment operating earnings increased 12.1 percent year over
year. Segment operating margin was 27.3 percent in 2021 compared to 28.2 percent
a year ago, primarily due to higher planned investment spend and the
reinstatement of incentive compensation, partially offset by higher sales.

Lifecycle Services

Sales



Lifecycle Services sales increased 2.7 percent in 2021 compared to 2020. Organic
sales decreased 1.8 percent. The effects of currency translation increased sales
by 2.2 percentage points, and acquisitions increased sales by 2.3 percentage
points. Reported sales increased in EMEA and Asia Pacific, were flat in North
America, and decreased in Latin America. Organic sales decreased in all regions
except Asia Pacific.

Segment Operating Margin

Lifecycle Services segment operating earnings decreased 19.4 percent year over
year. Segment operating margin was 9.1 percent in 2021 compared to 11.6 percent
a year ago, primarily due to the reinstatement of incentive compensation.
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Supplemental Segment Information



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

                                                                            

Year Ended September 30,


                                                                          2022               2021             2020
Purchase accounting depreciation and amortization
Intelligent Devices                                                   $      2.5          $   2.7          $   2.9
Software & Control                                                          69.0             19.2              6.7
Lifecycle Services                                                          31.4             32.1             30.8
Non-operating pension and postretirement benefit (credit) cost
Intelligent Devices                                                   $     (3.5)         $  14.1          $   7.4
Software & Control                                                          (3.5)            14.1              7.4
Lifecycle Services                                                          (4.8)            18.8              9.9


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Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation



Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP
earnings measures that exclude non-operating pension and postretirement benefit
cost, purchase accounting depreciation and amortization attributable to Rockwell
Automation, change in fair value of investments, and Net loss attributable to
noncontrolling interests, including their respective tax effects. Non-operating
pension and postretirement benefit cost is defined as all components of our net
periodic pension and postretirement benefit cost except for service cost. See
Note 14 in the Consolidated Financial Statements for more information on our net
periodic pension and postretirement benefit cost.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate
provide useful information to our investors about our operating performance and
allow management and investors to compare our operating performance period over
period. Adjusted EPS is also used as a financial measure of performance for our
annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS,
and Adjusted Effective Tax Rate may be different from measures used by other
companies. These non-GAAP measures should not be considered a substitute for Net
income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively (in millions, except per share amounts and percentages):

Year Ended September 30,


                                                                          2022               2021               2020
Net income attributable to Rockwell Automation                        $   932.2          $ 1,358.1          $ 1,023.4
Non-operating pension and postretirement benefit cost                       4.7               63.8               37.4

Tax effect of non-operating pension and postretirement benefit cost

                                                                       (1.9)             (16.0)             (10.1)
Purchase accounting depreciation and amortization attributable             91.9               43.2               29.4

to Rockwell Automation Tax effect of purchase accounting depreciation and amortization (22.3)

             (10.5)              (7.0)
attributable to Rockwell Automation
Change in fair value of investments (1)                                   136.9             (397.4)            (153.9)
Tax effect of change in fair value of investments (1)                     (30.8)              64.7                  -
Adjusted Income                                                       $ 1,110.7          $ 1,105.9          $   919.2

Diluted EPS                                                           $    7.97          $   11.58          $    8.77
Non-operating pension and postretirement benefit cost                      0.04               0.55               0.32

Tax effect of non-operating pension and postretirement benefit cost

                                                                      (0.02)             (0.14)             (0.09)

Purchase accounting depreciation and amortization attributable to Rockwell Automation

                                                     0.78               0.37               0.25

Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation

                                       (0.19)             (0.09)             (0.06)
Change in fair value of investments (1)                                    1.17              (3.39)             (1.32)
Tax effect of change in fair value of investments (1)                     (0.26)              0.55                  -
Adjusted EPS                                                          $    9.49          $    9.43          $    7.87

Effective tax rate                                                         14.4  %            11.9  %             9.9  %

Tax effect of non-operating pension and postretirement benefit cost

                                                                        0.1  %             0.5  %             0.6  %

Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation

                                         0.6  %             0.4  %             0.4  %
Tax effect of change in fair value of investments (1)                       0.9  %            (1.2) %             1.5  %
Adjusted Effective Tax Rate                                                16.0  %            11.6  %            12.4  %

(1) Primarily relates to the change in fair value of investment in PTC.


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                                                                                Fiscal 2023 Guidance

Diluted EPS                                                                        $9.54 - $10.34
Non-operating pension and postretirement benefit cost                                   0.05

Tax effect of non-operating pension and postretirement benefit cost

            (0.01)

Purchase accounting depreciation and amortization attributable to Rockwell Automation

                                                                              0.81

Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation

                                                    (0.19)
Change in fair value of investments (1)                                                   -
Tax effect of change in fair value of investments (1)                                     -
Adjusted EPS (2)                                                                   $10.20 - $11.00

Effective tax rate                                                                     ~ 17.7%

Tax effect of non-operating pension and postretirement benefit cost

             ~ -%

Tax effect of purchase accounting depreciation and amortization attributable to Rockwell Automation

                                                    ~ 0.3%
Tax effect of change in fair value of investments (1)                                   ~ -%
Adjusted Effective Tax Rate                                                            ~ 18.0%


(1) The year ended September 30, 2022, included a loss on investment of $136.9
million primarily due to the change in fair value of investment in PTC. Fiscal
2023 guidance excludes estimates of these adjustments on a forward-looking basis
due to variability, complexity, and limited visibility of these items.

(2) Fiscal 2023 guidance based on Adjusted Income attributable to Rockwell, which includes an adjustment for SLB's non-controlling interest in Sensia.

Organic Annual Recurring Revenue



ARR is a key metric that enables measurement of progress in growing our
recurring revenue business. It represents the annual contract value of all
active recurring revenue contracts at any point in time. Recurring revenue is
defined as a revenue stream that is contractual, typically for a period of 12
months or more, and has a high probability of renewal. The probability of
renewal is based on historical renewal experience of the individual revenue
streams, or management's best estimates if historical renewal experience is not
available. Organic ARR growth is calculated as the dollar change in ARR,
adjusted to exclude the effects of currency translation and acquisitions,
divided by ARR as of the prior period. The effects of currency translation are
excluded by calculating Organic ARR on a constant currency basis. When we
acquire businesses, we exclude the effect of ARR in the current period for which
there was no comparable ARR in the prior period. Organic ARR growth is also used
as a financial measure of performance for our annual incentive compensation.
Because ARR is based on annual contract value, it does not represent revenue
recognized during a particular reporting period or revenue to be recognized in
future reporting periods and is not intended to be a substitute for revenue,
contract liabilities, or backlog.
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Financial Condition



The following is a summary of our cash flows from operating, investing, and
financing activities, as reflected in the Consolidated Statement of Cash Flows
(in millions):

                                                                                Year Ended September 30,
                                                                       2022               2021               2020
Cash provided by (used for)
Operating activities                                                $  823.1          $ 1,261.0          $ 1,120.5
Investing activities                                                    (7.8)          (2,626.6)            (618.0)
Financing activities                                                  (934.2)           1,297.8             (798.9)
Effect of exchange rate changes on cash                                (52.6)              16.8                8.4
Decrease in cash, cash equivalents, and restricted cash             $ 

(171.5) $ (51.0) $ (288.0)




The following table summarizes free cash flow, which is a non-GAAP financial
measure (in millions):

                                                           Year Ended September 30,
                                                      2022          2021           2020
         Cash provided by operating activities      $ 823.1      $ 1,261.0      $ 1,120.5
         Capital expenditures                        (141.1)        (120.3)        (113.9)
         Free cash flow                             $ 682.0      $ 1,140.7      $ 1,006.6


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.

Cash provided by operating activities was $823.1 million for the year ended
September 30, 2022, compared to $1,261.0 million for the year ended
September 30, 2021. Free cash flow was $682.0 million for the year ended
September 30, 2022, compared to $1,140.7 million for the year ended
September 30, 2021. The year-over-year decreases in cash provided by operating
activities and free cash flow were primarily due to increases in working
capital, including higher receivables and inventory to support business growth,
and higher incentive compensation payments in fiscal 2022 compared to fiscal
2021. Supply chain constraints have also negatively impacted our working capital
efficiency.

We repurchased approximately 1.3 million shares of our common stock under our
share repurchase program in 2022 at a total cost of $301.1 million and an
average cost of $223.05 per share. In 2021, we repurchased approximately 1.1
million shares of our common stock under our share repurchase program at a total
cost of $301.4 million and an average cost of $263.43 per share. At
September 30, 2022, there were $1.6 million of outstanding common stock share
repurchases recorded in Accounts payable that did not settle until 2023. At
September 30, 2021, there were $1.8 million of outstanding common stock share
repurchases recorded in Accounts payable that did not settle until 2022. Our
decision to repurchase shares in 2023 will depend on business conditions, free
cash flow generation, other cash requirements, and stock price. On both July 24,
2019, and May 2, 2022, the Board of Directors authorized us to expend an
additional $1.0 billion to repurchase shares of our common stock. At
September 30, 2022, we had approximately $1,251.3 million remaining for share
repurchases under our existing board authorizations. See Item 5. Market for
Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities, for additional information regarding share repurchases.
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We expect future uses of cash to include working capital requirements, capital
expenditures, additional contributions to our retirement plans, acquisitions of
businesses and other inorganic investments, dividends to shareowners,
repurchases of common stock, and repayments of debt. We expect capital
expenditures in 2023 to be approximately $190 million. Significant long-term
uses of cash include the following (in millions):

                                                                                         Payments by Period
                                           Total              2023             2024             2025             2026             2027           Thereafter

Long-term debt and interest (1) $ 5,942.1 $ 713.0 $ 110.9 $ 406.6 $ 102.3 $ 102.3 $ 4,507.0 Minimum lease payments (Note 18)

            395.8             98.8             82.8             59.6             40.7             29.8                84.1
Postretirement benefits (2)                  44.2              6.6              6.1              5.5              5.0              4.5                16.5
Pension funding contribution (3)             26.1             26.1                -                -                -                -                   -
Transition tax (4)                          264.8             31.1             58.4             77.9             97.4                -                   -

Total                                   $ 6,673.0          $ 875.6          $ 258.2          $ 549.6          $ 245.4          $ 136.6          $  4,607.6


(1) The amounts for Long-term debt assume that the respective debt instruments
will be outstanding until their scheduled maturity dates and include interest
but exclude unamortized discount. See Note 7 in the Consolidated Financial
Statements for more information regarding our Long-term debt.

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



(3) Amounts reported for pension funding contributions reflect current
estimates. Contributions to our pension plans beyond 2023 will depend on future
investment performance of our pension plan assets, changes in discount rate
assumptions, and governmental regulations in effect at the time. Amounts
subsequent to 2023 are excluded from the summary above, as we are unable to make
a reasonably reliable estimate of these amounts. The minimum contribution for
our U.S. pension plan as required by the Employee Retirement Income Security Act
(ERISA) is currently zero. We may make additional contributions to this plan at
the discretion of management.

(4) Under the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), the Company may
elect to pay the transition tax interest-free over eight years, with 8% due in
each of the first five years, 15% in year six, 20% in year seven, and 25% in
year eight.

We expect to fund future uses of cash with a combination of existing cash
balances, cash generated by operating activities, commercial paper borrowings,
or a new issuance of debt or other securities. In addition, we have access to
unsecured credit facilities with various banks.

At September 30, 2022, the majority of our Cash and cash equivalents were held
by non-U.S. subsidiaries. As a result of the broad changes to the U.S.
international tax system under the Tax Act, we account for taxes on earnings of
substantially all of our non-U.S. subsidiaries including both non-U.S. and U.S.
taxes. We have concluded that earnings of a limited number of our non-U.S.
subsidiaries are indefinitely reinvested.

Our Short-term debt as of September 30, 2022 and 2021, includes commercial paper
borrowings of $317.0 million and $484.0 million, respectively, with weighted
average interest rates of 3.03 percent and 0.18 percent, respectively, and
weighted average maturity periods of 22 days and 90 days, respectively. Also
included in Short-term debt as of September 30, 2022 and 2021, are $42.3 million
and 23.5 million, respectively, of interest-bearing loans from SLB to Sensia,
due in December 2022.

In August 2021, we issued $1.5 billion aggregate principal amount of long-term
notes in a registered public offering. The offering consisted of $600.0 million
of 0.35% notes due in August 2023, $450.0 million of 1.75% notes due in August
2031, and $450.0 million of 2.80% notes due in August 2061, all issued at a
discount. Net proceeds to the Company from the debt offering were $1,485.6
million. We used these net proceeds primarily to fund the acquisition of Plex.
Refer to Note 4 in the Consolidated Financial Statements for additional
information on this acquisition.

In March 2019, we issued $1.0 billion aggregate principal amount of long-term
notes in a registered public offering. The offering consisted of $425.0 million
of 3.50% notes due in March 2029 and $575.0 million of 4.20% notes due in March
2049, both issued at a discount. Net proceeds to the Company from the debt
offering were $987.6 million. We used these net proceeds primarily to repay our
outstanding commercial paper, with the remaining proceeds used for general
corporate purposes.

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We entered into treasury locks to manage the potential change in interest rates
in anticipation of the issuance of the $1.5 billion aggregate notes in August
2021 and the $1.0 billion of fixed rate debt in March 2019. These treasury locks
were designated as and accounted for as cash flow hedges. The effective
differentials paid on these treasury locks was initially recorded in Accumulated
other comprehensive loss, net of tax effect. As a result of the changes in the
interest rates on the treasury locks between the time we entered into the
treasury locks and the time we priced and issued the notes, the Company made a
net payment of $28.0 million to the counterparties from the August 2021 issuance
and $35.7 million to the counterparty from the March 2019 issuance. The
$28.0 million and $35.7 million net losses on the settlement of the treasury
locks were recorded in Accumulated other comprehensive loss, net of tax effect,
and are being amortized over the term of the corresponding notes, and recognized
as an adjustment to Interest expense in the Consolidated Statement of
Operations.

In April 2020, we entered into a $400.0 million senior unsecured 364-day term
loan credit agreement and were advanced the full loan amount. Interest on these
borrowings was based on short-term money market rates in effect during the
period the borrowings were outstanding. We repaid the $400.0 million term loan
in September 2020.

On June 29, 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. We can increase the aggregate amount of this
credit facility by up to $750.0 million, subject to the consent of the banks in
the credit facility. We did not borrow against this credit facility or the
former credit facility during the periods ended September 30, 2022 and 2021.
Borrowings under our new $1.5 billion 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.

LIBOR was the primary basis for determining interest payments on borrowings under our former $1.25 billion credit facility. Our new $1.5 billion credit facility uses the secured overnight funding rate (SOFR) as the primary basis for determining interest payments.



Among other uses, we can draw on our credit facility as a standby liquidity
facility to repay our outstanding commercial paper as it matures. This access to
funds to repay maturing commercial paper is an important factor in maintaining
the short-term credit ratings set forth in the table below. Under our current
policy with respect to these ratings, we expect to limit our other borrowings
under our credit facility, if any, to amounts that would leave enough credit
available under the facility so that we could borrow, if needed, to repay all of
our then outstanding commercial paper as it matures.

Separate short-term unsecured credit facilities of approximately $214.1 million
at September 30, 2022, were available to non-U.S. subsidiaries, of which
approximately $30.0 million was committed under letters of credit. Borrowings
under our non-U.S. credit facilities at September 30, 2022 and 2021, were not
significant. We were in compliance with all covenants under our credit
facilities at September 30, 2022 and 2021. There are no significant commitment
fees or compensating balance requirements under our credit facilities.

During the fourth quarter of fiscal 2021, as a result of the additional leverage
added to fund the Plex acquisition, Standard & Poor's elected to downgrade our
Outlook from "Stable" to "Negative". No changes were made to existing ratings by
Moody's or Fitch. The following is a summary of our credit ratings as of
September 30, 2022:

Credit Rating Agency        Short Term Rating        Long Term Rating        Outlook
Standard & Poor's                  A-1                      A               Negative
Moody's                            P-2                      A3               Stable
Fitch Ratings                       F1                      A                Stable


Our ability to access the commercial paper market, and the related costs of
these borrowings, is affected by the strength of our credit ratings and market
conditions. We have not experienced any difficulty in accessing the commercial
paper market. If our access to the commercial paper market is adversely affected
due to a change in market conditions or otherwise, we would expect to rely on a
combination of available cash and our unsecured committed credit facility to
provide short-term funding. In such event, the cost of borrowings under our
unsecured committed credit facility could be higher than the cost of commercial
paper borrowings.
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We regularly monitor the third-party depository institutions that hold our cash
and cash equivalents and short-term investments. We diversify our cash and cash
equivalents and short-term investments among counterparties to minimize exposure
to any one of these entities.

On December 10, 2021, the Company entered a 10b5-1 plan related to our PTC
Shares, pursuant to which a broker will make periodic sales of some of our PTC
Shares on behalf of the Company, subject to the terms of the plan. Starting in
June 2022, the Company made periodic sales of our PTC Shares in the open market,
outside of the parameters of the existing 10b5-1 plan. All of our sales of PTC
are consistent with the transfer restrictions in the securities purchase
agreement, as amended, with PTC. As of September 30, 2022, the fiscal
year-to-date sales of our PTC shares under our 10b5-1 plan and open market sales
resulted in a gross inflow of $202.4 million. This excludes any tax liability
related to the realized gain on investment. These proceeds, and any proceeds
from future sales, will support our future uses of cash.

We use foreign currency forward exchange contracts to manage certain foreign
currency risks. We enter into these contracts to hedge our exposure to foreign
currency exchange rate variability in the expected future cash flows associated
with certain third-party and intercompany transactions denominated in foreign
currencies forecasted to occur within the next two years. We also use these
contracts to hedge portions of our net investments in certain non-U.S.
subsidiaries against the effect of exchange rate fluctuations on the translation
of foreign currency balances to the U.S. dollar. In addition, we use foreign
currency forward exchange contracts that are not designated as hedges to offset
transaction gains or losses associated with some of our assets and liabilities
resulting from intercompany loans or other transactions with third parties that
are denominated in currencies other than our entities' functional currencies.
Our foreign currency forward exchange contracts are usually denominated in
currencies of major industrial countries. We diversify our foreign currency
forward exchange contracts among counterparties to minimize exposure to any one
of these entities.

Cash dividends declared to shareowners were $520.8 million in 2022 ($4.48 per
common share), $497.5 million in 2021 ($4.28 per common share), and $472.8
million in 2020 ($4.08 per common share). Our quarterly dividend rate as of
September 30, 2022, is $1.12 per common share ($4.48 per common share annually),
which is determined at the sole discretion of our Board of Directors.

Supplemental Sales Information



We translate sales of subsidiaries operating outside of the United States using
exchange rates effective during the respective period. Therefore, changes in
currency exchange rates affect our reported sales. Sales by acquired businesses
also affect our reported sales. We believe that organic sales, defined as sales
excluding the effects of acquisitions and changes in currency exchange rates,
which is a non-GAAP financial measure, provides useful information to investors
because it reflects regional and operating segment performance from the
activities of our businesses without the effect of acquisitions and changes in
currency exchange rates. We use organic sales as one measure to monitor and
evaluate our regional and operating segment performance. When we acquire
businesses, we exclude sales in the current period for which there are no
comparable sales in the prior period. We determine the effect of changes in
currency exchange rates by translating the respective period's sales using the
same currency exchange rates that were in effect during the prior year. When we
divest a business, we exclude sales in the prior period for which there are no
comparable sales in the current period. Organic sales growth is calculated by
comparing organic sales to reported sales in the prior year, excluding
divestitures. We attribute sales to the geographic regions based on the country
of destination.


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The following is a reconciliation of reported sales to organic sales by geographic region (in millions):



                                                                                                                       Year Ended
                                                                                                                      September 30,
                                                             Year Ended September 30, 2022                                2021
                                                                                            Effect of
                                                                  Less: Effect of           Changes in                   Organic
                                        Reported Sales             Acquisitions              Currency                     Sales              Reported Sales
North America                         $    4,722.0              $          152.0          $      (6.5)               $    4,576.5          $       4,132.8
Europe, Middle East and Africa             1,437.6                           6.8               (140.5)                    1,571.3                  1,405.7
Asia Pacific                               1,088.0                           0.4                (34.4)                    1,122.0                  1,012.2
Latin America                                512.8                           2.3                 (6.6)                      517.1                    446.7
Total Company Sales                   $    7,760.4              $          161.5          $    (188.0)               $    7,786.9          $       6,997.4


                                                                                                                    Year Ended
                                                                                                                   September 30,
                                                           Year Ended September 30, 2021                               2020
                                                                                         Effect of
                                                               Less: Effect of           Changes in                   Organic
                                       Reported Sales           Acquisitions              Currency                     Sales              Reported Sales
North America                         $     4,132.8          $           48.1          $      24.6                $    4,060.1          $       

3,760.2


Europe, Middle East and Africa              1,405.7                      44.9                 76.9                     1,283.9                  1,249.3
Asia Pacific                                1,012.2                       0.6                 53.1                       958.5                    868.7
Latin America                                 446.7                       0.3                 (4.7)                      451.1                    451.6
Total Company Sales                   $     6,997.4          $           93.9          $     149.9                $    6,753.6          $       6,329.8

The following is a reconciliation of reported sales to organic sales by operating segment (in millions):



                                                                                                                           Year Ended
                                                                                                                          September 30,
                                                                 Year Ended September 30, 2022                                2021
                                                                                                Effect of
                                                                      Less: Effect of           Changes in                   Organic
                                            Reported Sales             Acquisitions              Currency                     Sales              Reported Sales
Intelligent Devices                       $    3,544.6              $              -          $     (89.8)               $    3,634.4          $       3,311.9
Software & Control                             2,312.9                         150.6                (52.7)                    2,215.0                  1,947.0
Lifecycle Services                             1,902.9                          10.9                (45.5)                    1,937.5                  1,738.5
Total Company Sales                       $    7,760.4              $          161.5          $    (188.0)               $    7,786.9          $       6,997.4


                                                                                                                        Year Ended
                                                                                                                       September 30,
                                                               Year Ended September 30, 2021                               2020
                                                                                             Effect of
                                                                   Less: Effect of           Changes in                   Organic
                                           Reported Sales           Acquisitions              Currency                     Sales              Reported Sales
Intelligent Devices                       $     3,311.9          $              -          $      70.5                $    3,241.4          $       2,956.0
Software & Control                              1,947.0                      54.8                 42.1                     1,850.1                  1,681.3
Lifecycle Services                              1,738.5                      39.1                 37.3                     1,662.1                  1,692.5
Total Company Sales                       $     6,997.4          $           93.9          $     149.9                $    6,753.6          $       6,329.8


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Critical Accounting Estimates



We believe the following accounting estimates are the most critical to the
understanding of our financial statements as they could have the most
significant effect on our reported results and require subjective or complex
judgments by management. Accounting principles generally accepted in the United
States require us to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the consolidated financial
statements and revenues and expenses during the periods reported. These
estimates are based on our best judgment about current and future conditions,
but actual results could differ from those estimates. Refer to Note 1 in the
Consolidated Financial Statements for information regarding our significant
accounting policies.

Goodwill - Sensia Reporting Unit



The quantitative test of goodwill for impairment requires us to estimate the
fair value of our reporting units. During the second quarter of fiscal 2022, we
performed our annual quantitative impairment test for our Sensia reporting unit.
As a result of ongoing supply chain constraints and market volatility, we
identified a triggering event in the fourth quarter of fiscal 2022 for our
Sensia reporting unit, which required an interim quantitative impairment test.
We determined the fair value of the reporting unit for both tests under a
combination of an income approach derived from discounted cash flows and a
market multiples approach using selected comparable public companies.

Critical assumptions used in this approach included management's estimated
future revenue growth rates, estimated future margins, and discount rate.
Estimated future revenue growth and margins are based on management's best
estimate about current and future conditions. The revenue growth rate assumption
reflects significant growth over the next five years before moderating back to a
growth rate approximating longer term average inflationary rates. The forecasted
near-term growth rate assumes that revenue will return to pre-pandemic levels
due to the abatement of pandemic-related disruptions. Margin assumptions reflect
that the cost pressure in the current year related to inflation and supply chain
challenges will be compensated through pricing achieved on future orders. We
believe the assumptions and estimates made were reasonable and appropriate,
which are based on a number of factors, including historical experience,
reference to external product available market and industry growth publications,
analysis of peer group projections, and information obtained from reporting unit
management, including backlog. Actual results and forecasts of revenue growth
and margins for our Sensia reporting unit may be impacted by its concentration
within the Oil & Gas industry and with its customer base. Demand for Sensia
hardware and software products, solutions, and services is sensitive to industry
volatility and risks, including those related to commodity prices, supply and
demand dynamics, production costs, geological activity, and political
activities. If such factors impact our ability to achieve forecasted revenue
growth rates and margins, the fair value of the reporting unit could decrease,
which may result in an impairment. We determined the discount rate using our
weighted average cost of capital adjusted for risk factors including risk
associated with our above market revenue growth assumptions, historical
performance, and industry-specific and economic factors.

Based on these assumptions and estimates, the fair value of the Sensia reporting
unit exceeded its carrying value by approximately 20 percent in the second
quarter and approximately 15 percent in the fourth quarter. Therefore, we deemed
that no impairment existed during the year ended September 30, 2022, on $315.9
million of Goodwill allocated to the Sensia reporting unit.

More information regarding goodwill impairment testing is contained in Note 1 and Note 3 in the Consolidated Financial Statements.

Retirement Benefits - Pension



Pension costs and obligations are actuarially determined and are influenced by
assumptions used to estimate these amounts, including the discount rate. Changes
in any of the assumptions and the amortization of differences between the
assumptions and actual experience will affect the amount of pension expense in
future periods.

Our global pension expense in 2022 was $74.4 million compared to $157.0 million
in 2021. Approximately all of our 2022 global pension expense and 76 percent of
our global projected benefit obligation relate to our U.S. pension plan. The
discount rate used to determine our 2022 U.S. pension expense was 3.86 percent,
compared to 2.90 percent for 2021.

For 2023, our U.S. discount rate will increase to 5.65 percent from 3.86 percent
in 2022. The discount rate was set as of our September 30 measurement date and
was determined by modeling a portfolio of bonds that match the expected cash
flow of our benefit plans.


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The changes in our discount rate has an inverse relationship with our net
periodic benefit cost and projected benefit obligation. The following chart
illustrates the estimated change in projected benefit obligation and annual net
periodic benefit cost assuming a change of 25 basis points in the discount rate
for our U.S. pension plans (in millions):

                                            Pension Benefits
                        Change in
                    Projected Benefit
                        Obligation          Change in Net Periodic Benefit Cost (1)
Discount rate      $        69.0           $                                    5.3

(1) Change includes both operating and non-operating pension costs.

More information regarding pension benefits is contained in Note 14 in the Consolidated Financial Statements.

Revenue Recognition - Customer Incentives



We offer various incentive programs that provide distributors and direct sale
customers with cash rebates, account credits, or additional hardware and
software products, solutions, and services based on meeting specified program
criteria. Customer incentives are recognized as a reduction of sales if
distributed in cash or customer account credits. We record accruals at the time
of revenue recognition as a current liability within Customer returns, rebates
and incentives in our Consolidated Balance Sheet or, where a right of setoff
exists, as a reduction of Receivables. Customer incentives for additional
hardware and software products, solutions, and services to be provided are
considered distinct performance obligations. As such, we allocate revenue to
them based on relative standalone selling price. Until the incentive is
redeemed, the revenue is recorded as a contract liability.

Our primary incentive program provides distributors with cash rebates or account
credits based on agreed amounts that vary depending on the customer to whom our
distributor ultimately sells the product. A critical assumption used in
estimating the accrual for this program is the time period from when revenue is
recognized to when the rebate is processed. Our estimate is based primarily on
historical experience. If the time period were to change by 10 percent, the
effect would be an adjustment to the accrual of approximately $25.7 million.

More information regarding our revenue recognition and returns, rebates and incentives policies are contained in Note 1 and Note 2 in the Consolidated Financial Statements.

Acquisitions - Plex Intangible Assets Valuation



The accounting for a business combination requires the excess of the purchase
price for the acquisition over the net book value of assets acquired to be
allocated to the identifiable assets of the acquired entity. Any unallocated
portion is recognized as goodwill. We engaged an independent third-party
valuation specialist to assist with the fair value allocation of the purchase
price paid for the acquisition of Plex to intangible assets. This required the
use of several assumptions and estimates including the customer attrition rate,
forecasted cash flows attributable to existing customers, and the discount rate
for the customer relationship intangible asset and the royalty rate, forecasted
revenue growth rates, and the discount rate for the technology intangible asset.
Although we believe the assumptions and estimates made were reasonable and
appropriate, these estimates require judgment and are based in part on
historical experience and information obtained from Plex management.

The key assumption requiring the use of judgement in the valuation of the
customer relationship intangible asset was the customer attrition rate of 5
percent. This rate was selected based on historical experience and information
obtained from Plex management. A change in the customer attrition rate of 250
basis points would result in a change of $63 million in intangible assets. The
key assumptions requiring the use of judgement in the valuation of the
technology intangible asset were the royalty rate of 25 percent and the
obsolescence factor. The royalty rate was based on a detailed analysis
considering the importance of the technology to the overall enterprise and
market royalty data. A change in the royalty rate of 500 basis points would
result in a change of $47 million in intangible assets. The obsolescence factor
was calculated assuming phase out over ten years based on discussions with Plex
management, the nature of the technology, its integration into customers'
manufacturing systems, and other third-party information for similar
transactions. A two-year change in this assumption would result in a change of
$52 million in intangible assets.

More information regarding this business combination is contained in Note 4 in the Consolidated Financial Statements.


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Acquisitions - Sensia Joint Venture Intangible Assets Valuation



We recorded assets acquired and liabilities assumed in connection with the
formation of Sensia based on their estimated fair values as of the acquisition
date of October 1, 2019. The accounting for a business combination requires the
excess of the purchase price for the acquisition over the net book value of
assets acquired to be allocated to the identifiable assets of the acquired
entity. Any unallocated portion is recognized as goodwill. We engaged an
independent third-party valuation specialist to assist with the fair value
allocation of the purchase price paid in connection with formation of the Sensia
joint venture to intangible assets, which required the use of several
assumptions and estimates. Although we believe the assumptions and estimates
made were reasonable and appropriate, these estimates are based on historical
experience and information obtained from Sensia management. The key assumption
requiring the use of judgment was the customer attrition rates ranging from 7.5
percent to 25 percent. A change in the customer attrition rate of 250 basis
points would result in a change of $40.4 million in intangible assets.

Recent Accounting Pronouncements

See Note 1 in the Consolidated Financial Statements regarding recent accounting pronouncements.


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