Rockwell Automation Inc.: 10-K Risk Factor Changes

2025 vs 2024  ·  SEC EDGAR  ·  2026-05-10
⚠ AI-Generated

The summary below was generated by an AI language model and may contain errors or omissions. All other content on this page is deterministically extracted from the original SEC EDGAR filing.

Rockwell Automation added two new risk disclosures in 2025 focused on trade policy impacts and capital investment returns, while substantially revising five existing risks related to tax liabilities, litigation exposure, regulatory compliance, competitive dynamics, and macroeconomic conditions. The company made no deletions to previously disclosed risks, indicating a broadening of its risk profile rather than a reduction in identified exposures. These changes reflect heightened concern about geopolitical trade uncertainty and the adequacy of strategic capital deployment alongside intensified focus on traditional operational and financial risks.

✓ Deterministic extraction — no AI-generated data

Classification is based on semantic text similarity scoring and may include approximations. “No match” means no high-confidence textual match was found — not necessarily that a section was removed.

2
New Risks
0
Removed
5
Modified
13
Unchanged
🟢 New in Current Filing

Our profitability and market competitiveness may be adversely impacted by changes in trade policies, including tariffs or other factors.

Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could…

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Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs between the United States, Mexico, Canada, China or other countries, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect our cost structure and profitability. If tariffs on imported materials, components, or finished goods increase, our manufacturing and supply chain costs may rise. Furthermore, changes to trade policies, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, adversely affecting our business and financial results. While we take steps to mitigate or avoid these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints, especially in the short term. In addition, our ability to recover cost increases and maintain profitability levels through price adjustments may be limited by competitive pressures, customer acceptance, and contractual limitations.

🟢 New in Current Filing

Significant investments in the business may not achieve intended returns and could adversely affect our financial performance.

We plan to invest over $2 billion over the next five years in manufacturing facilities, digital infrastructure, and talent to support market share growth, operational resilience, and margin expansion. These investments are intended to complement our productivity initiatives and…

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We plan to invest over $2 billion over the next five years in manufacturing facilities, digital infrastructure, and talent to support market share growth, operational resilience, and margin expansion. These investments are intended to complement our productivity initiatives and enable long-term global growth. However, there is no assurance that these investments will yield the anticipated benefits. Risks include delays in implementation, cost overruns, supply chain disruptions, and challenges in integrating automation and technologies into our business and manufacturing operations. Additionally, if market conditions change or expected efficiencies do not materialize, the return on these investments may be lower than projected. Furthermore, due to global economic factors or company profitability targets, we may invest at a slower pace than planned, which could impact our ability to achieve desired outcomes. Failure to realize the expected outcomes could negatively impact our operating results and financial condition.

🟡 Modified

Claims from taxing authorities could have an adverse effect on our income tax expense and financial condition.

high match confidence

Sentence-level differences:

  • Added sentence: "10 10 10 10 10 10 Table of Contents Table of Contents Table of Contents"

Current (2025):

We conduct business in many countries, which requires us to interpret and comply with the income tax laws and rulings in each of those taxing jurisdictions. Due to the ambiguity of tax laws among those jurisdictions as well as the uncertainty of how underlying facts may be…

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We conduct business in many countries, which requires us to interpret and comply with the income tax laws and rulings in each of those taxing jurisdictions. Due to the ambiguity of tax laws among those jurisdictions as well as the uncertainty of how underlying facts may be construed, our estimates of income tax liabilities may differ from actual payments or assessments. We must successfully defend any claims from taxing authorities to avoid an adverse effect on our operating results and financial condition. 10 10 10 10 10 10 Table of Contents Table of Contents Table of Contents

View prior text (2024)

We conduct business in many countries, which requires us to interpret and comply with the income tax laws and rulings in each of those taxing jurisdictions. Due to the ambiguity of tax laws among those jurisdictions as well as the uncertainty of how underlying facts may be construed, our estimates of income tax liabilities may differ from actual payments or assessments. We must successfully defend any claims from taxing authorities to avoid an adverse effect on our operating results and financial condition.

🟡 Modified

Potential liabilities and costs from litigation could reduce our profitability.

high match confidence

Sentence-level differences:

  • Reworded sentence: "We estimate the future litigation-related costs, including both future claim resolution costs and defense costs, that we expect to incur."
  • Reworded sentence: "While we have insurance coverage for certain of these claims, the uncertainties of litigation and the uncertainties related to the collection of insurance proceeds make it difficult to predict the ultimate resolution of these lawsuits."

Current (2025):

Various lawsuits, claims, and proceedings have been or may be asserted against us relating to the conduct of our business or of our divested businesses, including those pertaining to the safety and security of the hardware and software products, solutions, and services we sell,…

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Various lawsuits, claims, and proceedings have been or may be asserted against us relating to the conduct of our business or of our divested businesses, including those pertaining to the safety and security of the hardware and software products, solutions, and services we sell, employment, contract matters, and environmental remediation. We have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain of our products many years ago. We estimate the future litigation-related costs, including both future claim resolution costs and defense costs, that we expect to incur. This process is not exact because it relies on a variety of assumptions and specific factors that could potentially change over time and therefore increase or decrease our future projected legacy asbestos net liabilities. Our products may also be used in hazardous industrial activities, which could result in product liability claims. While we have insurance coverage for certain of these claims, the uncertainties of litigation and the uncertainties related to the collection of insurance proceeds make it difficult to predict the ultimate resolution of these lawsuits. Our operations are subject to various environmental regulations concerning human health, the limitation and control of emissions and discharges into the air, ground, and water, the quality of air and bodies of water, and the handling, use, and disposal of specified substances. Our financial responsibility to clean up contaminated property or for natural resource damages may extend to previously owned or used properties, waterways and properties owned by unrelated companies or individuals, as well as properties that we currently own and use, regardless of whether the contamination is attributable to prior owners. We have been named as a potentially responsible party at cleanup sites and may be so named in the future, and the costs associated with these current and future sites may be significant. We have, from time to time, divested certain businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible for satisfying those liabilities if the divested business is unable to do so. 11 11 11 11 11 11 Table of Contents Table of Contents Table of Contents

View prior text (2024)

Various lawsuits, claims, and proceedings have been or may be asserted against us relating to the conduct of our business or of our divested businesses, including those pertaining to the safety and security of the hardware and software products, solutions, and services we sell, employment, contract matters, and environmental remediation. We have been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos that was used in certain of our products many years ago. We estimate the future asbestos litigation-related costs that we expect to incur over the next several years. This process is not exact because it relies on a variety of assumptions and specific factors that could potentially change over time and therefore increase or decrease our future projected asbestos liabilities. Our products may also be used in hazardous industrial activities, which could result in product liability claims. The uncertainties of litigation 10 10 10 10 10 10 Table of Contents Table of Contents Table of Contents (including asbestos claims) and the uncertainties related to the collection of insurance proceeds make it difficult to predict the ultimate resolution of these lawsuits. Our operations are subject to various environmental regulations concerning human health, the limitation and control of emissions and discharges into the air, ground, and water, the quality of air and bodies of water, and the handling, use, and disposal of specified substances. Our financial responsibility to clean up contaminated property or for natural resource damages may extend to previously owned or used properties, waterways and properties owned by unrelated companies or individuals, as well as properties that we currently own and use, regardless of whether the contamination is attributable to prior owners. We have been named as a potentially responsible party at cleanup sites and may be so named in the future, and the costs associated with these current and future sites may be significant. We have, from time to time, divested certain businesses. In connection with these divestitures, certain lawsuits, claims, and proceedings may be instituted or asserted against us related to the period that we owned the businesses, either because we agreed to retain certain liabilities related to these periods or because such liabilities fall upon us by operation of law. In some instances, the divested business has assumed the liabilities; however, it is possible that we might be responsible for satisfying those liabilities if the divested business is unable to do so. 11 11 11 11 11 11 Table of Contents Table of Contents Table of Contents

🟡 Modified

New governmental actions and regulations could adversely affect our business.

high match confidence

Sentence-level differences:

  • Reworded sentence: "Governmental actions and regulations, including those related to corporate income taxes, the environment, materials, products, certification and labeling, trade policies, privacy, cybersecurity, AI, or climate change, may be taken in the jurisdictions where we operate that may affect our business activities or may otherwise increase our costs to do business."
  • Added sentence: "As global standards and regulations relating to AI increase and change, it could result in additional costs, reputational harm, legal liability, and regulatory scrutiny related to our use of AI."
  • Added sentence: "Additionally, misuse of sensitive data used in AI models may lead to privacy violations or non-compliance with data protection laws."

Current (2025):

Governmental actions and regulations, including those related to corporate income taxes, the environment, materials, products, certification and labeling, trade policies, privacy, cybersecurity, AI, or climate change, may be taken in the jurisdictions where we operate that may…

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Governmental actions and regulations, including those related to corporate income taxes, the environment, materials, products, certification and labeling, trade policies, privacy, cybersecurity, AI, or climate change, may be taken in the jurisdictions where we operate that may affect our business activities or may otherwise increase our costs to do business. In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15 percent. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid. We are increasingly required to comply with various environmental and other material, product, certification, and labeling laws and regulations (including the emerging European Union Eco-design for Sustainable Products Regulation). Our customers may also be required to comply with such legislative and regulatory requirements. These requirements could increase our costs and could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services. The growing focus on environmental, social, and governance (ESG) factors by investors and other stakeholders and evolving compliance requirements by regulators may impact our business. Failure to comply with ESG reporting requirements, including inaccurate or incomplete disclosures, may lead to regulatory penalties, litigation, and reputational damage. While the Company has adopted certain voluntary targets, environmental laws, regulations, or standards may be changed, accelerated, or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products, or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, and financial condition. Compliance with privacy and cybersecurity laws and regulations (including the emerging European Union Cyber Resiliency Act) could increase our operating costs in managing product compliance and as part of our efforts to protect and safeguard our sensitive data, personal information, and IT infrastructure. These requirements could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services. Failure to maintain information privacy and security could result in legal liability or reputational harm. As global standards and regulations relating to AI increase and change, it could result in additional costs, reputational harm, legal liability, and regulatory scrutiny related to our use of AI. Additionally, misuse of sensitive data used in AI models may lead to privacy violations or non-compliance with data protection laws.

View prior text (2024)

Legislative and regulatory action, including those related to corporate income taxes, the environment, materials, products, certification, and labeling, privacy, cybersecurity, or climate change, may be taken in the jurisdictions where we operate that may affect our business activities or may otherwise increase our costs to do business. In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, that, among other things, ensures that income earned in each jurisdiction that qualifying multinational enterprises operate in is subject to a minimum corporate income tax rate of at least 15%. Discussions related to the formal implementation and enactment of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing. Certain countries have enacted the Pillar Two framework, including Singapore, which is expected to result in the greatest impact to the Company. Enactment of this regulation in its current form would generally apply to the Company beginning in fiscal year 2026, resulting in an increase in our effective tax rate as well as in the amount of global corporate income tax paid. We are increasingly required to comply with various environmental and other material, product, certification, and labeling laws and regulations (including the emerging European Union Eco-design for Sustainable Products Regulation). Our customers may also be required to comply with such legislative and regulatory requirements. These requirements could increase our costs and could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services. The growing focus on environmental, social, and governance (ESG) factors by investors and other stakeholders and evolving compliance requirements by regulators may impact our business. Failure to comply with ESG reporting requirements, including inaccurate or incomplete disclosures, may lead to regulatory penalties, litigation, and reputational damage. While the Company has adopted certain voluntary targets, environmental laws, regulations, or standards may be changed, accelerated, or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products, or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, and financial condition. Compliance with privacy and cybersecurity laws and regulations (including the emerging European Union Cyber Resiliency Act) could increase our operating costs in managing product compliance and as part of our efforts to protect and safeguard our sensitive data, personal information, and IT infrastructure. These requirements could potentially have an adverse effect on our ability to do business in certain jurisdictions. Changes in these requirements could impact demand for our hardware and software products, solutions, and services. Failure to maintain information privacy and security could result in legal liability or reputational harm.

🟡 Modified

Our industry is highly competitive.

high match confidence

Sentence-level differences:

  • Reworded sentence: "We strive to stay competitive by continuously advancing technologies, including through the adoption and integration of artificial intelligence (AI), for new hardware and software products, product enhancements, and complete solutions that address our customers’ business challenges."

Current (2025):

We face strong competition in all of our market segments in several significant respects. We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees…

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We face strong competition in all of our market segments in several significant respects. We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees and partners, product performance, quality of our hardware and software products, solutions, and services, knowledge of integrated systems and applications that address our customers’ business challenges, pricing, delivery, and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve and across our market segments. We strive to stay competitive by continuously advancing technologies, including through the adoption and integration of artificial intelligence (AI), for new hardware and software products, product enhancements, and complete solutions that address our customers’ business challenges. If we fail to achieve our objectives we may lose business or experience price erosion and correspondingly lower sales and margins. We expect the level of competition to remain high in the future, which could limit our ability to maintain or increase our market share or profitability.

View prior text (2024)

We face strong competition in all of our market segments in several significant respects. We compete based on breadth and scope of our hardware and software product portfolio and solution and service offerings, technology differentiation, the domain expertise of our employees and partners, product performance, quality of our hardware and software products, solutions, and services, knowledge of integrated systems and applications that address our customers’ business challenges, pricing, delivery, and customer service. The relative importance of these factors differs across the geographic markets and product areas that we serve and across our market segments. We seek to maintain competitive pricing levels across and within geographic markets by continually developing advanced technologies for new hardware and software products and product enhancements and offering complete solutions for our customers’ business problems. If we fail to achieve our objectives, to keep pace with technological changes including the development of artificial intelligence and machine learning, or to provide high quality hardware and software products, solutions, and services, we may lose business or experience price erosion and correspondingly lower sales and margins. We expect the level of competition to remain high in the future, which could limit our ability to maintain or increase our market share or profitability.

🟡 Modified

Adverse changes in macroeconomic or industry conditions may result in decreases in our sales and profitability.

high match confidence

Sentence-level differences:

  • Reworded sentence: "See Item 7A for additional information about foreign currency risks."

Current (2025):

We are subject to macroeconomic cycles and when recessions occur, we may experience reduced, canceled or delayed orders, payment delays or defaults, supply chain disruptions, or other adverse events as a result of the economic challenges faced by our customers, prospective…

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We are subject to macroeconomic cycles and when recessions occur, we may experience reduced, canceled or delayed orders, payment delays or defaults, supply chain disruptions, or other adverse events as a result of the economic challenges faced by our customers, prospective customers, and suppliers. As our distributor partners and customers work to manage working capital and inventory levels, we may experience volatility in orders. Demand for our hardware and software products, solutions, and services is sensitive to changes in levels of production and the financial performance of major industries that we serve. As economic activity slows, credit markets tighten, or sovereign debt concerns arise, companies tend to reduce their levels of capital spending, which could result in decreased demand for our hardware and software products, solutions, and services. As a global company operating in over 100 countries, we face risks related to foreign currency markets. A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S. Economic, political, regulatory, and compliance risks, particularly in emerging markets, can restrict our ability to exchange, transact, or pay dividends with foreign currencies we hold. See Item 7A for additional information about foreign currency risks. We conduct significant operations outside the United States and hold derivative instruments that we designate as hedges of certain net investment positions in our foreign subsidiaries. While these instruments are intended to mitigate the impact of exchange rate volatility, our hedging strategies may not be effective. Foreign currency exchange rate fluctuations could result in gains or losses on the derivative instruments that are not fully offset by corresponding changes in the value of our foreign net investments. In addition, the use of hedge accounting is subject to complex accounting requirements, and the inability to qualify for or maintain hedge accounting treatment could result in increased volatility in our reported earnings. Furthermore, counterparties to our derivative contracts could default on their obligations, exposing us to potential losses. Any of these events could adversely affect our financial condition, results of operations, and cash flows. 4 4 4 4 4 4 Table of Contents Table of Contents Table of Contents

View prior text (2024)

We are subject to macroeconomic cycles and when recessions occur, we may experience reduced, canceled or delayed orders, payment delays or defaults, supply chain disruptions, or other adverse events as a result of the economic challenges faced by our customers, prospective customers, and suppliers. As our distributor partners and customers work to manage working capital and inventory levels, we may experience volatility in orders. Demand for our hardware and software products, solutions, and services is sensitive to changes in levels of production and the financial performance of major industries that we serve. As economic activity slows, credit markets tighten, or sovereign debt concerns arise, companies tend to reduce their levels of capital spending, which could result in decreased demand for our hardware and software products, solutions, and services. As a global company operating in over 100 countries, we face risks related to foreign currency markets. A strengthening U.S. Dollar (USD) may adversely impact our sales and profitability related to business we do outside the U.S. Economic, political, regulatory, and compliance risks, particularly in emerging markets, can restrict our ability to exchange, transact, or pay dividends with foreign currencies we hold. Oil & Gas is a major industry that we serve, including through our Sensia joint venture. When adverse Oil & Gas industry events arise, companies may reduce their levels of spending, which could result in decreased demand for our hardware and software products, solutions, and services. Demand for our 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 and political activities, and environmental regulations including those intended to reduce the impact of climate change. 5 5 5 5 5 5 Table of Contents Table of Contents Table of Contents