ROCKWELL AUTOMATION, INC (ROK) – SEC staff letter
2026-03-18 · Re: 10-K filed November 12, 2025 · Accession 0000000000-26-002741 · 6 staff comment(s) issued
Company response(s): 2026-04-13
Non-GAAP: Equal ProminenceNon-GAAP: Adjustments & LabelsNon-GAAP: Reconciliation & UsefulnessSegment Reporting (ASC 280)Income TaxesEarnings per Share (ASC 260)Exhibits, Certifications & Signatures
2026-03-18 · 10-K filed November 12, 2025 · Comment 1 · Total segment operating earnings, page 24 Agreed to revise
Staff comment: We note your presentation of total segment operating earnings. When this measure is presented outside of the ASC 280 disclosures in the notes to the financial statements, it must comply with all non-GAAP guidance. In this regard, please address the following: • This measure excludes corporate and other costs. As such, it appears to exclude normal, recurring, cash operating expenses and, as such, does not comply with Rule 100(b) of Regulation G and Item 10(e) of Regulation S-K. Refer also to Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. • This measure excludes purchase accounting depreciation and amortization,…
letter → Company response: The Company respectfully acknowledges the Staff’s comment. We understand that Return on Invested Capital (ROIC) and Adjusted EBITDA are non-GAAP financial measures and, as such, are subject to the requirements of Regulation G and Item 10(e)(1)(i)(A) of Regulation S-K. In particular, we recognize that the most directly comparable GAAP measures must be presented with equal or greater prominence than the corresponding non-GAAP measures, as clarified in Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations. We confirm that, in future filings, we will update the Supplemental Information to present the most comparable GAAP measures with equal or greater…
response letter → 2026-03-18 · 10-K filed November 12, 2025 · Comment 2 · Page 2 Awaiting / response not in dataset
Staff comment: We note your presentation of total segment operating margin. In addition to addressing the above comments related to total segment operating earnings, please revise to disclose the most directly comparable GAAP measure, operating income margin, with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
letter → 2026-03-18 · 10-K filed November 12, 2025 · Comment 3 · Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation, page 30 Awaiting / response not in dataset
Staff comment: We note you exclude purchase accounting depreciation and amortization from your non-
letter → 2026-03-18 · 10-K filed November 12, 2025 · Comment 4 · 1. Basis of Presentation and Accounting Policies - Basis of Presentation, page 46 Awaiting / response not in dataset
Staff comment: We note that certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to engineering and development to conform to the current-year presentation. We further note that these amounts were previously classified as cost of sales. Please disclose how you currently define cost of sales. In addition, provide us with (i) your prior definition of cost of sales, (ii) a sufficiently detailed discussion of the nature of the costs no longer identified as cost of sales and (ii) your basis for concluding these costs should no longer be included in cost of sales. Item 2.02 Form 8-K filed February 5, 2026 Exhibit 99.
letter → 2026-03-18 · 10-K filed November 12, 2025 · Comment 5 · Supplemental Information, page 5 Awaiting / response not in dataset
Staff comment: Please expand your disclosures surrounding your non-GAAP measures, return on invested capital and adjusted EBITDA, to present the most comparable GAAP measures with equal or greater prominence. Refer Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
letter → 2026-03-18 · 10-K filed November 12, 2025 · Comment 6 · Return on Invested Capital, page 17 Awaiting / response not in dataset
Staff comment: Your Return on Invest Capital (ROIC) is computed using a non-GAAP "return" measure
letter → Full letter on EDGAR → · Filing index · All ROCKWELL AUTOMATION, INC (ROK) correspondence
Non-GAAP: Equal Prominence – what to check: In earnings releases and MD&A, present the GAAP measure first and with at least equal emphasis, including headlines, bullets and tables.
Non-GAAP: Adjustments & Labels – what to check: Do not exclude normal, recurring cash operating expenses or use individually tailored recognition methods; label measures clearly (C&DI 100.01–100.04).
Non-GAAP: Reconciliation & Usefulness – what to check: Reconcile every non-GAAP measure (including segment-level measures presented outside the ASC 280 note) to the most directly comparable GAAP measure, and explain why it is useful.
Segment Reporting (ASC 280) – what to check: Check ASU 2023-07 significant segment expense disclosure, CODM identification, and that MD&A segment discussion matches the ASC 280 note.
Income Taxes – what to check: Explain valuation allowance positive/negative evidence and the drivers of effective rate changes.
Earnings per Share (ASC 260) – what to check:
Exhibits, Certifications & Signatures – what to check:
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