Discontinued Operations and Disposal Groups

6 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

In October 2022, the Board of Directors approved the Company's agreement to sell a majority stake in its Climate Technologies business (which constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in fiscal 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. Emerson will receive upfront, pre-tax cash proceeds of approximately $9.5 billion and a note of $2.25 billion at close (which will accrue 5 percent interest payable in kind by capitalizing interest), while retaining a 45 percent non-controlling interest in a new standalone joint venture between Emerson and Blackstone. The Climate Technologies business, which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVAC and refrigeration end-markets, had fiscal 2022 net sales of approximately $5.0 billion and pretax earnings of $1.0 billion. The transaction is expected to close in the Company's third quarter of fiscal 2023, subject to regulatory approvals and customary closing conditions.

On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion. This business had net sales of $630 and pretax earnings of $152 in fiscal 2022. The Company recognized a pretax gain of $2.8 billion (approximately $2.1 billion after-tax) in the first quarter of fiscal 2023.

On May 31, 2022 the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of One Rock Capital Partners, LLC. The Company recognized a pretax gain of $486 ($429 after-tax) in the third fiscal quarter of 2022.

The financial results of Climate Technologies, InSinkErator ("ISE") and Therm-O-Disc ("TOD") (through the completion of the divestitures), are reported as discontinued operations for the three and six months ended March 31, 2023 and 2022 and were as follows:

	Climate Technologies				ISE and TOD				Total
	Three Months Ended March 31,				Three Months Ended March 31,			Three Months Ended March 31,
		2022		2023		2022	2023		2022	2023
Net sales		$	1,255	1,245		245	—		1,500	1,245
Cost of sales		866		782		158	—		1,024	782
SG&A		127		127		34	—		161	127
Gain on sale of business		—		—		—	(3)		—	(3)
Other deductions, net		6		35		7	—		13	35
Earnings before income taxes		256		301		46	3		302	304
Income taxes		56		39		—	—		56	39
Earnings, net of tax		$	200	262		46	3		246	265
	Climate Technologies				ISE and TOD				Total
	Six Months Ended March 31,				Six Months Ended March 31,			Six Months Ended March 31,
		2022		2023		2022	2023		2022	2023
Net sales		$	2,334	2,309		483	49		2,817	2,358
Cost of sales		1,628		1,484		306	29		1,934	1,513
SG&A		254		269		69	8		323	277
Gain on sale of business		—		—		—	(2,783)		—	(2,783)
Other deductions, net		12		67		13	12		25	79
Earnings before income taxes		440		489		95	2,783		535	3,272
Income taxes		95		352		45	653		140	1,005
Earnings, net of tax		$	345	137		50	2,130		395	2,267

Climate Technologies' results for the three and six months ended March 31, 2023 include lower expense of $43 and $70, respectively, due to ceasing depreciation and amortization upon the held-for-sale classification. Other deductions, net for Climate Technologies included $28 and $55 of transaction-related costs for the three and six months ended March 31, 2023, respectively. Income taxes for the six months ended March 31, 2023 included approximately $245 for Climate Technologies subsidiary restructurings and approximately $660 related to the gain on the InSinkErator divestiture.

The aggregate carrying amounts of the major classes of assets and liabilities classified as held-for-sale as of March 31, 2023 and September 30, 2022 are summarized as follows:

	Climate Technologies				ISE			Total
		Sept. 30,		March 31,		Sept. 30,	March 31,		Sept. 30,	March 31,
Assets		2022		2023		2022	2023		2022	2023
Receivables		$	747	780		68	—		815	780
Inventories		449		505		81	—		530	505
Other current assets		49		62		4	—		53	62
Property, plant & equipment, net		1,122		1,171		141	—		1,263	1,171
Goodwill		716		720		2	—		718	720
Other noncurrent assets		265		347		12	—		277	347
Total assets held-for-sale		$	3,348	3,585		308	—		3,656	3,585
Liabilities
Accounts payable		$	752	644		60	—		812	644
Other current liabilities		475		494		61	—		536	494
Deferred taxes and other      noncurrent liabilities		154		149		13	—		167	149
Total liabilities held-for-sale		$	1,381	1,287		134	—		1,515	1,287

Net cash from operating and investing activities for Climate Technologies, InSinkErator and Therm-O-Disc for the six months ended March 31, 2023 and 2022 were as follows:

	Climate Technologies				ISE and TOD				Total
	Six Months Ended March 31,				Six Months Ended March 31,			Six Months Ended March 31,
		2022		2023		2022	2023		2022	2023
Cash from operating activities		$	234	44		(25)	(435)		209	(391)
Cash from investing activities		$	(69)	(139)		(19)	3,055		(88)	2,916

Cash from operating activities for the six months ended March 31, 2023 reflects approximately $575 of income taxes paid related to the gain on the InSinkErator divestiture and the Climate Technologies subsidiary restructurings (the remainder of which is expected to be paid by the end of fiscal 2023), transaction fees and unfavorable working capital. Cash from investing activities for the six months ended March 31, 2023 reflects the proceeds of $3.0 billion related to the InSinkErator divestiture.