Subsequent Event (Notes)

12 Months Ended

Sep. 30, 2019

On October 1, 2019, we completed the formation of a joint venture, Sensia, the first fully integrated digital oilfield automation solutions provider. Sensia operates as an independent entity, with Rockwell Automation owning 53% and Schlumberger owning 47% of the joint venture. As part of the transaction, we made a $250 million payment to Schlumberger, which was funded by cash on hand. See the contractual cash obligations table under Financial Condition in MD&A. We control Sensia and, as of October 1, 2019, have consolidated Sensia in our financial results.

As of October 1, 2019, Rockwell Automation will record a preliminary purchase price allocation for the assets acquired and liabilities assumed in connection with the formation of Sensia based on their estimated fair values as of the acquisition date, October 1, 2019. We have not completed our analysis of estimating the fair value of intangible assets acquired, specifically customer relationships. The preliminary purchase price allocation is as follows (in millions):



	Purchase Price Allocation
Net current and tangible assets	$	86.9
Goodwill and intangible assets	563.4
Total assets acquired	650.3
Less: current liabilities assumed	(25.3		)
Less: noncontrolling interest portion	(294.0		)
Net assets acquired	$	331.0

	Purchase consideration
Cash	$	250.0
Noncontrolling interest portion of Rockwell Automation’s contributed business	32.0
Additional paid in capital adjustment	42.0
Other	7.0
Net purchase consideration	$	331.0

We will assign the full amount of goodwill to our Control Products & Solutions segment. Some of the goodwill recorded is expected to be deductible for tax purposes.

The allocation of the purchase price to identifiable assets is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets during the periods in which the adjustments are determined. The fair value of the noncontrolling interest of the contributed business upon acquisition was $294 million. The consolidated value of Sensia will be recorded at fair value for Schlumberger’s contribution and at carrying value for Rockwell Automation’s contribution.

We expensed an immaterial amount of acquisition-related costs in the year ended September 30, 2019.

Pro forma financial information

Pro forma consolidated sales for the year ended September 30, 2019 are approximately $6.9 billion and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if the 2019 formation of Sensia occurred on October 1, 2018. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the transaction occurred as of that time.