ROCKWELL AUTOMATION, INC [ROK] Filings

10-Q 1 rok-20220331.htm 10-Q rok-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

Commission file number 1-12383

_________________________________________

Rockwell Automation, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________


Delaware		25-1797617
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1201 South Second Street
Milwaukee,	Wisconsin	53204
(Address of principal executive offices)		(Zip Code)

+1 (414) 382-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock ($1.00 par value)

ROK

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

116,261,568 shares of registrant’s Common Stock were outstanding on March 31, 2022.

Table of Contents

INDEX


			Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Balance Sheet			4

Consolidated Statement of Operations			5

Consolidated Statement of Comprehensive Income			6

Consolidated Statement of Cash Flows			7

Consolidated Statement of Shareowners' Equity			8

Notes to Consolidated Financial Statements			10

Report of Independent Registered Public Accounting Firm			25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26

Item 3. Quantitative and Qualitative Disclosures About Market Risk			42

Item 4. Controls and Procedures			43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			43

Item 1A. Risk Factors			43

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			43

Item 6. Exhibits			44

Signatures			45

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL AUTOMATION, INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in millions, except per share amounts)


	March 31, 2022		September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	443.0	$	662.2

Receivables	1,572.5		1,424.5
Inventories	931.2		798.1
Other current assets	338.2		178.6
Total current assets	3,284.9		3,063.4
Property, net of accumulated depreciation of $1,713.3 and $1,743.6, respectively	576.8		581.9
Operating lease right-of-use assets	347.9		377.7
Goodwill	3,620.2		3,625.9
Other intangible assets, net	968.5		1,021.8
Deferred income taxes	344.2		380.9
Long-term investments	1,272.6		1,363.5
Other assets	300.4		286.5
Total	$	10,715.5	$	10,701.6
LIABILITIES AND SHAREOWNERS’ EQUITY
Current liabilities:
Short-term debt	$	641.0	$	509.7

Accounts payable	932.1		889.8
Compensation and benefits	260.7		408.0
Contract liabilities	541.0		462.5
Customer returns, rebates and incentives	284.8		237.8
Other current liabilities	368.0		484.4
Total current liabilities	3,027.6		2,992.2
Long-term debt	3,466.0		3,464.6
Retirement benefits	495.8		720.6
Operating lease liabilities	288.2		313.6
Other liabilities	508.0		516.5
Commitments and contingent liabilities (Note 13)
Shareowners’ equity:
Common stock ($1.00 par value, shares issued: 181.4)	181.4		181.4
Additional paid-in capital	1,967.3		1,933.6
Retained earnings	8,035.1		8,000.4
Accumulated other comprehensive loss	(833.1)		(1,017.1)
Common stock in treasury, at cost (shares held: 65.1 and 65.4, respectively)	(6,718.5)		(6,708.7)
Shareowners’ equity attributable to Rockwell Automation, Inc.	2,632.2		2,389.6
Noncontrolling interests	297.7		304.5
Total shareowners’ equity	2,929.9		2,694.1
Total	$	10,715.5	$	10,701.6

See Notes to Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Sales
Products and solutions	$	1,621.9	$	1,599.1	$	3,295.2	$	2,993.3
Services	186.2		177.0		370.2		348.1
	1,808.1		1,776.1		3,665.4		3,341.4
Cost of sales
Products and solutions	(1,028.8)		(896.0)		(2,019.1)		(1,702.5)
Services	(115.2)		(112.7)		(233.1)		(225.0)
	(1,144.0)		(1,008.7)		(2,252.2)		(1,927.5)
Gross profit	664.1		767.4		1,413.2		1,413.9
Selling, general and administrative expenses	(428.5)		(421.3)		(876.0)		(795.9)
Change in fair value of investments	(140.7)		190.9		(133.1)		581.3
Other (expense) income (Note 11)	(23.7)		(6.0)		(20.8)		55.0
Interest expense	(30.1)		(23.3)		(59.7)		(45.9)
Income before income taxes	41.1		507.7		323.6		1,208.4
Income tax benefit (provision) (Note 14)	8.3		(97.4)		(35.3)		(207.7)


Net income	49.4		410.3		288.3		1,000.7
Net loss attributable to noncontrolling interests	(4.5)		(4.7)		(7.1)		(7.6)
Net income attributable to Rockwell Automation, Inc.	$	53.9	$	415.0	$	295.4	$	1,008.3
Earnings per share:


Basic	$	0.46	$	3.57	$	2.54	$	8.67



Diluted	$	0.46	$	3.54	$	2.51	$	8.59

Weighted average outstanding shares:
Basic	116.2		116.1		116.1		116.1
Diluted	117.1		117.1		117.2		117.1

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(in millions)


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net income	$	49.4	$	410.3	$	288.3	$	1,000.7
Other comprehensive income (loss):
Pension and other postretirement benefit plan adjustments (net of tax (expense) of ($66.5), ($8.5), ($71.9), and ($16.7))	187.4		28.0		204.3		55.6
Currency translation adjustments	(9.8)		(33.3)		(29.3)		35.9
Net change in cash flow hedges (net of tax (expense) benefit of ($0.6), ($2.7), ($3.2), and $1.0)	1.8		6.6		9.3		(3.2)

Other comprehensive income	179.4		1.3		184.3		88.3
Comprehensive income	228.8		411.6		472.6		1,089.0
Comprehensive loss attributable to noncontrolling interests	(4.2)		(4.7)		(6.8)		(7.5)
Comprehensive income attributable to Rockwell Automation, Inc.	$	233.0	$	416.3	$	479.4	$	1,096.5

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in millions)


	Six Months Ended March 31,
	2022		2021

Operating activities:
Net income	$	288.3	$	1,000.7
Adjustments to arrive at cash provided by operating activities:
Depreciation	64.9		60.2
Amortization of intangible assets	56.5		29.7
Change in fair value of investments	133.1		(581.3)
Share-based compensation expense	31.2		24.4
Retirement benefit expense	58.0		60.1
Pension contributions	(15.8)		(18.7)
Net loss on disposition of property	0.3		0.2


Changes in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments:
Receivables	(160.3)		(185.8)
Inventories	(136.4)		(88.4)
Accounts payable	70.2		119.1
Contract liabilities	79.4		63.6
Compensation and benefits	(145.0)		62.6
Income taxes	(229.7)		33.3
Other assets and liabilities	(15.9)		15.7
Cash provided by operating activities	78.8		595.4
Investing activities:
Capital expenditures	(82.0)		(52.1)
Acquisition of businesses, net of cash acquired	(16.4)		(283.0)
Purchases of investments	(47.6)		(0.2)



Other investing activities	1.3		(1.4)
Cash used for investing activities	(144.7)		(336.7)
Financing activities:
Net issuance of short-term debt	341.3		—

Repayment of short-term debt	(210.0)		(0.4)

Cash dividends	(260.2)		(248.7)
Purchases of treasury stock	(51.2)		(176.9)
Proceeds from the exercise of stock options	42.0		97.0
Other financing activities	(4.4)		(10.1)
Cash used for financing activities	(142.5)		(339.1)
Effect of exchange rate changes on cash	(10.8)		17.7
Decrease in cash, cash equivalents, and restricted cash	(219.2)		(62.7)
Cash, cash equivalents, and restricted cash at beginning of period	679.4		730.4
Cash, cash equivalents, and restricted cash at end of period	$	460.2	$	667.7
Components of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	443.0	$	641.9
Restricted cash, current (Other current assets)	8.6		6.9
Restricted cash, noncurrent (Other assets)	8.6		18.9
Total cash, cash equivalents, and restricted cash	$	460.2	$	667.7

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF SHAREOWNERS’ EQUITY

(Unaudited)

(in millions, except per share amounts)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at December 31, 2021	$	181.4	$	1,953.0	$	8,111.7	$	(1,012.2)	$	(6,729.0)	$	2,504.9	$	301.9	$	2,806.8
Net income (loss)	—		—		53.9		—		—		53.9		(4.5)		49.4
Other comprehensive income	—		—		—		179.1		—		179.1		0.3		179.4
Common stock issued (including share-based compensation impact)	—		14.3		—		—		10.5		24.8		—		24.8
Share repurchases	—		—		—		—		—		—		—		—
Cash dividends declared (1)	—		—		(130.5)		—		—		(130.5)		—		(130.5)


Balance at March 31, 2022	$	181.4	$	1,967.3	$	8,035.1	$	(833.1)	$	(6,718.5)	$	2,632.2	$	297.7	$	2,929.9


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at December 31, 2020	$	181.4	$	1,856.3	$	7,608.8	$	(1,527.3)	$	(6,561.6)	$	1,557.6	$	316.2	$	1,873.8
Net income (loss)	—		—		415.0		—		—		415.0		(4.7)		410.3
Other comprehensive income	—		—		—		1.3		—		1.3		—		1.3
Common stock issued (including share-based compensation impact)	—		31.1		—		—		28.7		59.8		—		59.8
Share repurchases	—		—		—		—		(92.0)		(92.0)		—		(92.0)
Cash dividends declared (1)	—		—		(124.5)		—		—		(124.5)		—		(124.5)


Balance at March 31, 2021	$	181.4	$	1,887.4	$	7,899.3	$	(1,526.0)	$	(6,624.9)	$	1,817.2	$	311.5	$	2,128.7

(1) Cash dividends were $1.12 per share and $1.07 per share in the three months ended March 31, 2022, and 2021, respectively.

Table of Contents


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at September 30, 2021	$	181.4	$	1,933.6	$	8,000.4	$	(1,017.1)	$	(6,708.7)	$	2,389.6	$	304.5	$	2,694.1
Net income (loss)	—		—		295.4		—		—		295.4		(7.1)		288.3
Other comprehensive income	—		—		—		184.0		—		184.0		0.3		184.3
Common stock issued (including share-based compensation impact)	—		33.7		—		—		39.6		73.3		—		73.3
Share repurchases	—		—		—		—		(49.4)		(49.4)		—		(49.4)
Cash dividends declared (1)	—		—		(260.7)		—		—		(260.7)		—		(260.7)
Balance at March 31, 2022	$	181.4	$	1,967.3	$	8,035.1	$	(833.1)	$	(6,718.5)	$	2,632.2	$	297.7	$	2,929.9


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common stock in treasury, at cost		Total attributable to Rockwell Automation, Inc.		Noncontrolling interests		Total shareowners' equity
Balance at September 30, 2020	$	181.4	$	1,830.7	$	7,139.8	$	(1,614.2)	$	(6,509.9)	$	1,027.8	$	319.0	$	1,346.8
Net income (loss)	—		—		1,008.3		—		—		1,008.3		(7.6)		1,000.7
Other comprehensive income	—		—		—		88.2		—		88.2		0.1		88.3
Common stock issued (including share-based compensation impact)	—		56.7		—		—		64.7		121.4		—		121.4
Share repurchases	—		—		—		—		(179.7)		(179.7)		—		(179.7)
Cash dividends declared (1)	—		—		(248.8)		—		—		(248.8)		—		(248.8)
Balance at March 31, 2021	$	181.4	$	1,887.4	$	7,899.3	$	(1,526.0)	$	(6,624.9)	$	1,817.2	$	311.5	$	2,128.7

(1) Cash dividends were $2.24 per share and $2.14 per share in the six months ended March 31, 2022, and 2021, respectively.

See Notes to Consolidated Financial Statements.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Accounting Policies

In the opinion of management of Rockwell Automation, Inc. ("Rockwell Automation" or "the Company"), the unaudited Consolidated Financial Statements contain all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the periods presented and, except as otherwise indicated, such adjustments consist only of those of a normal, recurring nature. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The results of operations for the three and six months ended March 31, 2022, are not necessarily indicative of the results for the full year. All date references to years and quarters herein refer to our fiscal year and fiscal quarter, unless otherwise stated.

Receivables

We record an allowance for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Receivables are stated net of an allowance for doubtful accounts of $14.0 million at March 31, 2022, and $13.2 million at September 30, 2021. In addition, receivables are recorded net of an allowance for certain customer returns, rebates and incentives of $9.2 million at March 31, 2022, and $6.7 million at September 30, 2021. The changes to our allowance for doubtful accounts during the three and six months ended March 31, 2022, were not material and primarily consisted of current-period provisions, write-offs charged against the allowance, recoveries collected, and foreign currency translation.

Earnings Per Share

The following table reconciles basic and diluted earnings per share (EPS) amounts (in millions, except per share amounts):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net income attributable to Rockwell Automation, Inc.	$	53.9	$	415.0	$	295.4	$	1,008.3
Less: Allocation to participating securities	(0.1)		(0.9)		(0.8)		(1.6)
Net income available to common shareowners	$	53.8	$	414.1	$	294.6	$	1,006.7
Basic weighted average outstanding shares	116.2		116.1		116.1		116.1
Effect of dilutive securities
Stock options	0.9		0.9		1.0		0.9
Performance shares	—		0.1		0.1		0.1
Diluted weighted average outstanding shares	117.1		117.1		117.2		117.1
Earnings per share:


Basic	$	0.46	$	3.57	$	2.54	$	8.67



Diluted	$	0.46	$	3.54	$	2.51	$	8.59

For each of the three and six months ended March 31, 2022, there were 0.3 million shares related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive. For each of the three and six months ended March 31, 2021, there were 0.2 million shares related to share-based compensation awards that were excluded from the diluted EPS calculation because they were antidilutive.

Non-Cash Investing and Financing Activities

Capital expenditures of $8.1 million and $15.5 million were accrued within Accounts payable and Other current liabilities at March 31, 2022, and 2021, respectively. At March 31, 2022, there were no outstanding common stock share repurchases recorded in Accounts payable. At March 31, 2021, there were $2.8 million of outstanding common stock share repurchases recorded in Accounts payable that did not settle until the next fiscal quarter. These non-cash investing and financing activities have been excluded from cash used for capital expenditures and treasury stock purchases in the Consolidated Statement of Cash Flows.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued a new standard that requires companies to utilize a current expected credit losses impairment (CECL) model for certain financial assets, including trade and other receivables. The CECL model requires that estimated expected credit losses, including allowance for doubtful accounts, consider a broader range of information such as economic conditions and expected changes in market conditions. We adopted the new standard as of October 1, 2020. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

2. Revenue Recognition

Nature of Products and Services

Substantially all of our revenue is from contracts with customers. We recognize revenue as promised products are transferred to, or services are performed for, customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products and services. Our offerings consist of industrial automation and information products, solutions, and services.

Our products include hardware, software, and configured-to-order products. Our solutions include custom-engineered systems and software. Our services include customer technical support and repair, asset management and optimization consulting, and training. Also included in our services is a portion of revenue related to spare parts that are managed within our services offering.

Our operations are comprised of the Intelligent Devices segment, Software & Control segment, and Lifecycle Services segment. Revenue from the Intelligent Devices and Software & Control segments is predominantly comprised of product sales, which are recognized at a point in time. The Software & Control segment also contains revenue from software products which may be recognized over time if certain criteria are met. Revenue from the Lifecycle Services segment is predominantly comprised of solutions and services, which are primarily recognized over time. See Note 15 for more information.

Unfulfilled Performance Obligations

As of March 31, 2022, we expect to recognize approximately $845 million of revenue in future periods from unfulfilled performance obligations from existing contracts with customers. We expect to recognize revenue of approximately $460 million from our remaining performance obligations over the next 12 months with the remaining balance recognized thereafter.

We have applied the practical expedient to exclude the value of remaining performance obligations for (i) contracts with an original term of one year or less and (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. The amounts above also do not include the impact of contract renewal options that are unexercised as of March 31, 2022.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Disaggregation of Revenue

The following tables present our revenue disaggregation by geographic region for our three operating segments (in millions). We attribute sales to the geographic regions based on the country of destination.


	Three Months Ended March 31, 2022								Six Months Ended March 31, 2022
	Intelligent Devices		Software & Control		Lifecycle Services		Total		Intelligent Devices		Software & Control		Lifecycle Services		Total
North America	$	495.9	$	343.0	$	232.7	$	1,071.6	$	1,054.8	$	667.1	$	450.4	$	2,172.3
Europe, Middle East and Africa	147.4		85.4		116.1		348.9		305.2		173.8		224.6		703.6
Asia Pacific	104.6		78.1		83.5		266.2		227.9		151.8		165.4		545.1
Latin America	60.7		28.4		32.3		121.4		121.0		56.1		67.3		244.4
Total Company Sales	$	808.6	$	534.9	$	464.6	$	1,808.1	$	1,708.9	$	1,048.8	$	907.7	$	3,665.4


	Three Months Ended March 31, 2021								Six Months Ended March 31, 2021
	Intelligent Devices		Software & Control		Lifecycle Services		Total		Intelligent Devices		Software & Control		Lifecycle Services		Total
North America	$	538.9	$	309.2	$	217.6	$	1,065.7	$	988.2	$	575.6	$	414.2	$	1,978.0
Europe, Middle East and Africa	152.0		98.1		104.7		354.8		282.3		182.9		210.3		675.5
Asia Pacific	106.7		67.0		73.2		246.9		198.5		129.6		140.7		468.8
Latin America	52.6		28.0		28.1		108.7		102.9		55.2		61.0		219.1
Total Company Sales	$	850.2	$	502.3	$	423.6	$	1,776.1	$	1,571.9	$	943.3	$	826.2	$	3,341.4

Contract Balances

Contract liabilities primarily relate to consideration received in advance of performance under the contract. Contract assets primarily relate to performance under the contract prior to the consideration being received or due. We do not have significant contract assets as of March 31, 2022.

Below is a summary of our Contract liabilities balance (in millions):


	March 31, 2022		March 31, 2021
Balance as of beginning of fiscal year	$	462.5	$	325.3
Balance as of end of period	541.0		393.1

The most significant changes in our Contract liabilities balance during the six months ended March 31, 2022, were due to amounts billed, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period and revenue recognized on amounts billed during the period. The most significant changes in our Contract liabilities balance during the six months ended March 31, 2021, were due to amounts billed, partially offset by revenue recognized that was included in the Contract liabilities balance at the beginning of the period.

In the six months ended March 31, 2022, we recognized revenue of approximately $260.8 million that was included in the Contract liabilities balance at September 30, 2021. In the six months ended March 31, 2021, we recognized revenue of approximately $181.5 million that was included in the Contract liabilities balance at September 30, 2020. We did not have a material amount of revenue recognized in the six months ended March 31, 2022, and 2021, from performance obligations satisfied or partially satisfied in previous periods.

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ROCKWELL AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

3. Share-Based Compensation

We recognized $15.7 million and $31.2 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2022, respectively. We recognized $12.9 million and $24.4 million of pre-tax share-based compensation expense during the three and six months ended March 31, 2021, respectively. Our annual grant of share-based compensation takes place during the first quarter of each fiscal year. The number of shares granted to employees and non-employee directors and the weighted average fair value per share during the periods presented were (in thousands, except per share amounts):


	Six Months Ended March 31,
	2022			2021
	Grants	Wtd. Avg. Share Fair Value		Grants	Wtd. Avg. Share Fair Value
Stock options	164	$	87.68	196	$	55.50
Performance shares	37	481.28		44	298.10
Restricted stock and restricted stock units	149	343.56		167	246.61
Unrestricted stock	3	345.00		6	228.80

4. Inventories

Inventories consist of (in millions):


	March 31, 2022		September 30, 2021
Finished goods	$	300.0	$	287.0
Work in process	293.7		229.3
Raw materials	337.5		281.8
Inventories	$	931.2	$	798.1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

5. Acquisitions

Fiscal 2022 Acquisitions

In November 2021, we acquired AVATA, a services provider for supply chain management, enterprise resource planning, and enterprise performance management solutions. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

In March 2022, we, through our Sensia affiliate, acquired Swinton Technology, a provider of metering supervisory systems and measurement expertise in the Oil & Gas industry. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

Fiscal 2021 Acquisitions

Plex acquisition

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 operating at scale, including advanced manufacturing execution systems, quality, and supply chain management capabilities.

We recorded assets acquired and liabilities assumed in connection with this acquisition based on their estimated fair values as of the acquisition date of August 31, 2021. The preliminary aggregate purchase price allocation is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	14.8


All other assets	28.4
Goodwill	1,728.2
Intangible assets	531.4
Total assets acquired	2,302.8
Less: Contract liabilities	(29.2)
Less: Other liabilities assumed	(32.8)
Less: Deferred income taxes	(35.3)
Net assets acquired	$	2,205.5

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	2,205.5

Intangible assets identified include $276.4 million of customer relationships, $232.8 million of technology, and $22.2 million of trade names (approximately 12-year weighted average useful life). We assigned the full amount of goodwill and all other assets acquired to our Software & Control segment. The goodwill recorded represents intangible assets that do not qualify for separate recognition. This goodwill arises because the purchase price for Plex reflects a number of factors including the future earnings and cash flow potential of the business, the strategic fit and resulting synergies from the complementary portfolio of leading software-as-a-service applications, industry expertise, and market access. We do not expect the goodwill to be deductible for tax purposes. The intangible assets were valued using an income approach, specifically the relief from royalty method and multi-period excess earnings method. The relief from royalty method calculates value based on hypothetical payments that would be saved by owning an asset rather than licensing it. The multi-period excess earnings method is the isolation of cash flows from a single intangible asset and measures fair value by discounting them to present value. These values are considered level 3 measurements under the U.S. GAAP fair value hierarchy. 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; other assumptions included forecasted cash flows attributable to the existing customers and the discount rate. 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 estimating a phase out over 10 years; other assumptions included forecasted revenue growth rates and the discount rate.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The allocation of the purchase price to identifiable assets above 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 acquired during the periods in which the adjustments are determined.

Other acquisitions

In October 2020, we acquired Oylo, a privately held industrial cybersecurity services provider based in Barcelona, Spain. We assigned the full amount of goodwill related to this acquisition to our Lifecycle Services segment.

In December 2020, we acquired Fiix Inc., a privately held, artificial intelligence enabled computerized maintenance management system (CMMS) company based in Toronto, Ontario, Canada. We assigned the full amount of goodwill related to this acquisition to our Software & Control segment.

We recorded assets acquired and liabilities assumed in connection with these acquisitions based on their estimated fair values as of the respective acquisition dates. The aggregate purchase price allocation for these acquisitions is as follows (in millions):


	Purchase Price Allocation

Accounts receivable	$	6.0


All other assets	15.9
Goodwill	224.8
Intangible assets	69.6
Total assets acquired	316.3
Less: Liabilities assumed	(25.5)
Less: Deferred income taxes	(3.7)
Net assets acquired	$	287.1

	Purchase Consideration
Total purchase consideration, net of cash acquired	$	287.1

Intangible assets identified include $69.6 million of customer relationships, technology, and trade names (approximately 11-year weighted average useful life). We assigned $12.8 million of goodwill to our Lifecycle Services segment and $212.0 million of goodwill to our Software & Control segment, which represents intangible assets that do not qualify for separate recognition. We do not expect the goodwill to be deductible for tax purposes.

Total sales from the fiscal 2021 acquisitions and acquisition-related costs recognized in the three and six months ended March 31, 2021, were not material. Pro forma consolidated sales for the three and six months ended March 31, 2021, were approximately $1.8 billion and $3.4 billion, respectively, and the impact on earnings is not material. The preceding pro forma consolidated financial results of operations are as if all of preceding fiscal 2021 acquisitions occurred on October 1, 2020. 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

6. Goodwill and Other Intangible Assets

Changes in the carrying amount of Goodwill for the six months ended March 31, 2022, were (in millions):

Intelligent Devices

Software & Control

Lifecycle Services

Total

Balance as of September 30, 2021