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ACQUISITIONS AND DIVESTITURES | 6 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES AspenTech On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion. Emerson also incurred fees of $76 ($65 after-tax; the majority of the fees were accrued as of March 31, 2025 and will be reported as Financing cash flows when paid) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing. The purchase of the remaining outstanding shares and related costs are reported as an adjustment to Equity. Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which are reported as acquisition/divestiture costs in Other deductions, net. AspenTech is now reported as a part of the Control Systems & Software segment in the Software and Control business group, see Note 15. National Instruments On October 11, 2023, the Company completed the acquisition of National Instruments Corporation (“NI”). NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 for the 12 months ended September 30, 2023. NI is now referred to as Test & Measurement and reported as a new segment in the Software and Control business group, see Note 15. The following table summarizes the components of the purchase consideration for NI.
Cash paid to acquire remaining NI shares not already owned by Emerson |  | $ | 7,833 |
Payoff of NI debt at closing |  | 634 |
Total consideration paid in cash at closing |  | 8,467 |
Fair value of NI shares already owned by Emerson prior to acquisition |  | 137 |
Value of stock-based compensation awards attributable to pre-combination service |  | 49 |
Total purchase consideration |  | $ | 8,653 |
Pro Forma Financial Information The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of NI occurred on October 1, 2022. 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 acquisition occurred as of that time ($ in millions, except per share amounts).
|  | Three Months Ended March 31, |  | Six Months Ended March 31,
|  | 2024 |  |  | 2024 |
Net Sales |  | $ | 4,376 |  |  | $ | 8,512 |
Net earnings from continuing operations common stockholders |  | $ | 575 |  |  | $ | 1,022 |
Diluted earnings per share from continuing operations |  | $ | 1.00 |  |  | $ | 1.78 |
The pro forma results for the three months ended March 31, 2024 exclude backlog amortization of $34 which was assumed to be incurred in the first quarter of fiscal 2023. The pro forma results for the six months ended March 31, 2024 exclude transaction costs of $69 which were assumed to be incurred in the first quarter of fiscal 2023. The pro forma results for the six months ended March 31, 2024 also exclude backlog amortization of $68, inventory step-up amortization of $213, and retention bonuses of $47 which were all assumed to be incurred in the six months ended March 31, 2023. Other Transactions On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired. The Company recognized goodwill of $32 (none of which is expected to be tax deductible) and other identifiable intangible assets of $20, consisting of developed technology and customer relationships with a weighted-average useful life of approximately 5 years. In the second quarter of fiscal 2024, the Company received its final distribution of $79 related to its subordinated interest in Vertiv. In addition, the Company divested a small business in the Final Control segment and recognized a non-cash loss of $39.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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