What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 207 added, 202 removed, 709 unchanged (37% of the section changed)

3 unchanged sentences

& SUBSIDIARIES

Three and six months ended March 31, 2024 and 2025

Three and nine months ended June 30, 2024 and 2025

(Dollars in millions, except per share amounts;

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

3 unchanged sentences

Gain on subordinated interest — — ( 79 ) —

Loss on Copeland note receivable 279 — 279 —

Other deductions, net 294 298 1,075 944

Interest expense (net of interest income of $ 32 , $ 31 , $ 105 and $ 120 , respectively)

56 95 157 145

Interest income from related party ( 24 ) — ( 86 ) —

2 unchanged sentences

Earnings from continuing operations 367 580 1,075 1,602

Discontinued operations, net of tax of $ 13 , $ — , $ 22 and $ — ,

Discontinued operations, net of tax of $ 5 , $ 2 , $ 27 and $ 2 , respectively

( 15 ) 6 ( 88 ) 7

21 unchanged sentences

& SUBSIDIARIES

Three and six months ended March 31, 2024 and 2025

Three and nine months ended June 30, 2024 and 2025

(Dollars in millions;

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

13 unchanged sentences

(Dollars and shares in millions, except per share amounts;

Sept 30, 2024 Mar 31, 2025

Sept 30, 2024 June 30, 2025

Current assets

35 unchanged sentences

& SUBSIDIARIES

Three and six months ended March 31, 2024 and 2025

Three and nine months ended June 30, 2024 and 2025

(Dollars in millions;

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

42 unchanged sentences

& SUBSIDIARIES

Six Months Ended March 31, 2024 and 2025

Nine Months Ended June 30, 2024 and 2025

(Dollars in millions;

Six Months Ended

Nine Months Ended

Operating activities

6 unchanged sentences

Gain on subordinated interest ( 79 ) —

Loss on Copeland note receivable 279 —

Changes in operating working capital ( 176 ) ( 80 )

14 unchanged sentences

Proceeds from short-term borrowings greater than three months 322 5,292

Payments of short-term borrowings greater than three months ( 100 ) ( 1,349 )

Proceeds from long-term debt — 1,544

Payments of long-term debt ( 547 ) ( 503 )

Dividends paid ( 901 ) ( 895 )

22 unchanged sentences

(1) BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented.

In the opinion of management, the accompanying unaudited consolidated financial statements of Emerson Electric Co.

("Emerson", "we", "us", "our" or the "Company") include all adjustments necessary for a fair presentation of operating results for the interim periods presented.

Adjustments consist of normal and recurring accruals.

11 unchanged sentences

See Notes 4 and 15.

Additionally, on June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $ 1.50 billion and its note receivable to Copeland for $ 1.9 billion, and the transactions were subsequently completed in August 2024.

As a result of these transactions, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were previously reported in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented, and cash flows related to U.S.

tax distributions have been reclassified to operating cash flows from discontinued operations (see Notes 5 and 10).

(2) REVENUE RECOGNITION

3 unchanged sentences

The following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other assets (current and noncurrent), and its customer advances (contract liabilities), which are reported in Accrued expenses and Other liabilities.

Sept 30, 2024 Mar 31, 2025

Sept 30, 2024 June 30, 2025

Unbilled receivables (contract assets) $ 1,599 1,795

Customer advances (contract liabilities) ( 1,115 ) ( 1,205 )

Net contract assets $ 484 512

Net contract assets (liabilities) $ 484 590

The majority of the Company's contract balances relate to (1) arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule, and (2) revenue from term software license arrangements where the license revenue is recognized upfront upon delivery.

Revenue recognized for the three and six months ended March 31, 2025 included $ 224 and $ 646 , respectively, that was included in the beginning contract liability balance.

Revenue recognized for the three and nine months ended June 30, 2025 included $ 65 and $ 711 , respectively, that was included in the beginning contract liability balance.

Other factors that impacted the change in net contract assets were immaterial.

Revenue recognized for the three and six months ended March 31, 2025 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long- term contracts, was immaterial.

As of March 31, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 8.8 billion .

Revenue recognized for the three and nine months ended June 30, 2025 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long- term contracts, was immaterial.

As of June 30, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 8.9 billion.

The Company expects to recognize appro ximately 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the following two years .

3 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

4 unchanged sentences

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.

Emerson also incurred fees of $ 76 ($ 65 after-tax) 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.

5 unchanged sentences

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.

The following table summarizes the components of the purchase consideration reflected in the acquisition accounting for NI.

Cash paid to acquire remaining NI shares not already owned by Emerson $ 7,833

7 unchanged sentences

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,

Three Months Ended June 30, Nine Months Ended June 30,

Net Sales $ 4,380 12,892

1 unchanged sentence

Diluted earnings per share from continuing operations $ 0.65 2.43

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.

The pro forma results for the three months ended June 30, 2024 exclude backlog amortization of $ 34 which was assumed to be incurred in the third quarter of fiscal 2023.

The pro forma results for the nine months ended June 30, 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 nine months ended June 30, 2024 also exclude backlog amortization of $ 102 , inventory step-up amortization of $ 213 , and retention bonuses of $ 51 which were all assumed to be incurred in the nine months ended June 30, 2023.

Other Transactions

8 unchanged sentences

The transaction closed on August 13, 2024 and the Company recognized a gain of $ 539 ($ 435 after-tax) in discontinued operations in fiscal 2024.

In addition, the equity method losses related to the Company's non-controlling equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented and are included in Other deductions, net in the table below.

See Note 10 for further details.

Results from discontinued operations for the three and six months ended March 31, 2024 were as follows:

Three Months Ended March 31, Six Months Ended March 31,

Results from discontinued operations were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

Net sales $ — — — —

2 unchanged sentences

Other deductions, net 20 ( 4 ) 115 ( 6 )

Earnings (Loss) before income taxes ( 59 ) ( 95 )

Earnings before income taxes ( 20 ) 4 ( 115 ) 5

Income taxes ( 5 ) ( 2 ) ( 27 ) ( 2 )

Earnings (Loss), net of tax $ ( 46 ) $ ( 73 )

Results for the three months ended and six months ended March 31, 2024 included equity method losses of $ 59 ( $ 46 after-tax) and $ 95 ( $ 73 after-tax), respectively, related to the Company's non-controlling common equity interest in Copeland.

Net cash from operating and investing activities from discontinued operations for the six months ended March 31, 2025 and 2024 were as follows:

Six Months Ended March 31

Earnings, net of tax $ ( 15 ) 6 ( 88 ) 7

Results for the three months ended and nine months ended June 30, 2024 included equity method losses of $ 16 ($ 9 after-tax) and $ 111 ($ 82 after-tax), respectively, related to the Company's non-controlling common equity interest in Copeland.

Net cash from operating and investing activities from discontinued operations for the nine months ended June 30, 2025 and 2024 were as follows:

Nine Months Ended June 30,

Cash from operating activities 4 ( 576 )

Cash from investing activities 36 —

Cash from operating activities for the six months ended March 31, 2025 represents income taxes paid related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

Cash from operating activities for the nine months ended June 30, 2025 primarily reflects income taxes paid related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

(6) PENSION & POSTRETIREMENT PLANS

Total periodic pension and postretirement (income) expense is summarized below:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

8 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

1 unchanged sentence

Restructuring costs 57 37 170 70

Acquisition/divestiture fees and related costs 5 144 85 157

Acquisition/divestiture costs 7 25 92 181

Foreign currency transaction (gains) losses 9 31 60 73

2 unchanged sentences

Total $ 294 298 1,075 944

For the three and six months ended March 31, 2025, the increase in acquisition/divestiture costs is primarily related to the AspenTech transaction.

For the three and nine months ended June 30, 2025, the increase in acquisition/divestiture costs is primarily related to the AspenTech transaction.

Other is composed of several items, including a portion of pension expense, litigation costs, provision for bad debt and other items, none of which is individually significant.

1 unchanged sentence

Restructuring expense reflects costs associated with the Company’s ongoing efforts to improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis.

The Company expects fiscal 2025 restructuring expense and related costs to be approximately $ 140 , including costs to complete actions initiated in the first six months of the year.

The Company expects fiscal 2025 restructuring expense and related costs to be approximately $ 140 , including costs to complete actions initiated in the first nine months of the year.

Restructuring expense by business segment follows:

Three Months Ended March 31, Six Months Ended

Three Months Ended June 30, Nine Months Ended

2024 2025 2024 2025

9 unchanged sentences

Total $ 57 37 170 70

Corporate restructuring for the three and six months ended March 31, 2025 includes $ 1 of integration-related stock compensation expense attributable to the AspenTech transaction.

Corporate restructuring for the three and six months ended March 31, 2024 of $ 11 and $ 37 respectively, is comprised almost entirely of integration-related stock compensation expense attributable to NI.

Details of the change in the liability for restructuring costs during the six months ended March 31, 2025 follow:

Sept 30, 2024 Expense Utilized/Paid Mar 31, 2025

Corporate restructuring for the three and nine months ended June 30, 2025 includes $ 20 and $ 21 , respectively, of integration-related stock compensation expense attributable to the AspenTech transaction.

C orporate restructuring of $ 5 and $ 42 for the three and nine months ended June 30, 2024 , respectively, is comprised almost entirely of integration-related stock compensation expense attributable to NI.

Details of the change in the liability for restructuring costs during the nine months ended June 30, 2025 follow:

Sept 30, 2024 Expense Utilized/Paid June 30, 2025

Severance and benefits $ 105 58 87 76

1 unchanged sentence

Total $ 112 70 101 81

The tables above do not include $ 3 and $ 6 of costs related to restructuring actions incurred for the three months ended March 31, 2024 and 2025, respectively, that are required to be reported in cost of sales and selling, general and administrative expenses;

The tables above do not include $ 3 and $ 4 of costs related to restructuring actions incurred for the three months ended June 30, 2024 and 2025, respectively, that are required to be reported in cost of sales and selling, general and administrative expenses;

year-to-date amounts are $ 10 and $ 11 , respectively .

Income taxes were $ 199 in the second quarter of fiscal 2025 and $ 162 in 2024, resulting in effective tax rates of 32 percent and 23 percent, respectively.

Income taxes were $ 154 in the third quarter of fiscal 2025 and $ 88 in 2024, resulting in effective tax rates of 21 percent and 19 percent, respectively.

The prior year rate reflected a 3 percentage point benefit from return-to-provision adjustments related to the filing of the prior year U.S.

tax return, partially offset by other individually immaterial items.

Income taxes were $ 536 in the first nine of months of fiscal 2025 and $ 266 in 2024 , resulting in effective tax rates of 25 percent and 20 percent, respectively.

The current year rate was negatively impacted by $ 49 ($ 0.09 per share) of discrete tax items related to the AspenTech transaction.

1 unchanged sentence

In total, the net impact of these items increased the rate by approximately 3 percentage points.

The prior year rate was negatively impacted by approximately 2 percentage points due to the loss on divestiture, which was nondeductible for tax purposes.

Income taxes were $ 382 in the first six months of fiscal 2025 and $ 178 in 2024 , resulting in effective tax rates of 27 percent and 20 percent, respectively.

The items discussed above increased the current year rate by approximately 5 percentage points.

The prior year rate i ncluded a $ 57 ($ 0.10 per share) benefit related to discrete tax items, partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture noted above.

In total, the net impact of these items benefited the rate by approximately 1 percentage point.

The prior year rate i ncluded a $ 57 ($ 0.10 per share) benefit related to discrete tax items and the benefit discussed above related to the prior year U.S.

tax return, partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture (see Note 4), which was nondeductible for tax purposes.

In total, the net impact of these items benefited the rate by approximately 2 percentage points, which was partially offset by other individually immaterial items.

(10) EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE

As discussed in Note 5, the Company completed the divestiture of a majority stake in Copeland on May 31, 2023, and received upfront, pre-tax cash proceeds of approximately $ 9.7 billion and a note receivable with a face value of $ 2.25 billion, while retaining a 40 percent non-controlling common equity interest in Copeland.

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $ 1.5 billion and its note receivable to Copeland for $ 1.9 billion , and the transactions were subsequently completed in August 2024.

As a result of these transactions, the gain on the sale of the Company's non-controlling common equity interest in Copeland and the historical equity method losses, which were recorded since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented (see Note 5).

For the three and six months ended March 31, 2024 the Company recognized non-cash interest income on the note receivable of $ 31 and $ 62 , respectively which is reported in Interest income from related party within continuing operations.

Summarized financial information for Copeland for the three and six months ended March 31, 2024 is as follows.

Three Months Ended March 31, Six Months Ended

As discussed in Note 5, the Company completed the divestiture of a majority stake in Copeland on May 31, 2023, and received upfront, pretax cash proceeds of approximately $ 9.7 billion and a note receivable with a face value of $ 2.25 billion, while retaining a 40 percent non-controlling common equity interest in Copeland.

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $ 1.5 billion and the note receivable to Copeland for $ 1.9 billion, and the transactions were subsequently completed in August 2024.

For the three and nine months ended June 30, 2024 the Company recognized non-cash interest income on the note receivable (through the date of the agreement) of $ 24 and $ 86 , respectively which is reported in Interest income from related party within continuing operations.

Upon entering into the note agreement, the Company recorded a pretax loss of $ 279 ($ 217 after-tax, $ 0.38 per share) to adjust the carrying value of the note to $ 1.9 billion to reflect the transaction price.

Summarized financial information for Copeland for the three and nine months ended June 30, 2024 is as follows.

Three Months Ended June 30, Nine Months Ended June 30,

Net sales $ 1,259 $ 3,458

4 unchanged sentences

(11) OTHER FINANCIAL INFORMATION

Sept 30, 2024 Mar 31, 2025

Sept 30, 2024 June 30, 2025

Finished products $ 512 553

15 unchanged sentences

Total $ 18,067 18,158

Sept 30, 2024 Mar 31, 2025

Sept 30, 2024 June 30, 2025

Other intangible assets

2 unchanged sentences

Net carrying amount $ 10,436 9,669

Other intangible assets include customer relationships, net, of $ 5,953 and $ 6,296 and intellectual property, net, of $ 3,618 and $ 3,901 as of March 31, 2025 and September 30, 2024, respectively.

Three Months Ended March 31, Six Months Ended March 31,

Other intangible assets include customer relationships, net, of $ 5,917 and $ 6,296 and intellectual property, net, of $ 3,500 and $ 3,901 as of June 30, 2025 and September 30, 2024, respectively.

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

5 unchanged sentences

Total $ 417 372 1,263 1,139

Sept 30, 2024 Mar 31, 2025

Sept 30, 2024 June 30, 2025

Other assets include the following:

3 unchanged sentences

Deferred income taxes 64 55

Asbestos-related insurance receivables 37 36

Accrued expenses include the following:

4 unchanged sentences

Product warranty 82 88

The decrease in income taxes was due to $ 585 of income taxes paid in the second quarter related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

Other liabilities include the following:

2 unchanged sentences

Pension and postretirement liabilities 466 464

Asbestos litigation 151 141

On February 11, 2025, the Company entered into a $ 3 billion 364-day revolving backup credit facility to support increased commercial paper borrowings in connection with the AspenTech transaction.

2 unchanged sentences

The fees to maintain the facilities are immaterial and the Company has not incurred any borrowings under either facility or previous facilities.

Overall, the Company's commercial paper borrowings increased to approximately $ 5.1 billion at March 31, 2025.

Overall, the Company's commercial paper borrowings increased to approximately $ 5.4 billion at June 30, 2025.

In June 2025, the Company repaid $ 500 of 3.15 % notes that matured.

In March 2025, the Company issued € 500 of 3.0 % notes due March 2031, $ 500 of 5.0 % notes due March 2035, and € 500 of 3.5 % notes due March 2037.

1 unchanged sentence

(13) FINANCIAL INSTRUMENTS

Hedging Activities – As of March 31, 2025, the notional amount of foreign currency hedge positions was approximately $ 3.8 billion.

Hedging Activities – As of June 30, 2025, the notional amount of foreign currency hedge positions was approximately $ 3.2 billion.

All derivatives receiving hedge accounting are cash flow hedges.

The majority of hedging gains and losses deferred as of March 31, 2025 are expected to be recognized over the next 12 months as the underl ying forecasted transactions occur.

The majority of hedging gains and losses deferred as of June 30, 2025 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur.

Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting.

4 unchanged sentences

Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated.

The following gains and losses are included in earnings and other comprehensive income (OCI) for the three and six months ended March 31, 2024 and 2025:

The following gains and losses are included in earnings and other comprehensive income (OCI) for the three and nine months ended June 30, 2024 and 2025:

Into Earnings Into OCI

2nd Quarter Six Months 2nd Quarter Six Months

3rd Quarter Nine Months 3rd Quarter Nine Months

Gains (Losses) Location 2024 2025 2024 2025 2024 2025 2024 2025

14 unchanged sentences

Fair Value Measurement – Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy.

As of March 31, 2025, the fair value of long-term debt was approximately $ 8.4 billion, which was lower than the carrying value by $ 834 .

As of June 30, 2025, the fair value of long-term debt was approximately $ 8.1 billion, which was lower than the carrying value by $ 766 .

The fair value of foreign currency contracts, which are reported in Other current assets and Accrued expenses, did not materially change since September 30, 2024.

4 unchanged sentences

The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds.

No collateral was posted with counterparties and none was held by the Company as of March 31, 2025.

No collateral was posted with counterparties and none was held by the Company as of June 30, 2025.

(14) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in Accumulated other comprehensive income (loss) for the three and six months ended March 31, 2025 and 2024 is shown below, net of income taxes:

Three Months Ended March 31, Six Months Ended March 31,

Activity in Accumulated other comprehensive income (loss) for the three and nine months ended June 30, 2025 and 2024 is shown below, net of income taxes:

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

27 unchanged sentences

Summarized information about the Company's results of operations by business segment follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

Sales Earnings (Loss) Sales Earnings (Loss)

12 unchanged sentences

Corporate and other ( 38 ) ( 72 ) ( 540 ) ( 366 )

Loss on Copeland note receivable ( 279 ) — ( 279 ) —

Gain on subordinated interest — — 79 —

2 unchanged sentences

Total $ 4,380 4,553 455 734 12,873 13,161 1,341 2,138

Stock compensation for the three months and six months ended March 31, 2025 included $ 6 of integration-related stock compensation expense attributable to AspenTech (of which $ 1 , was reported as restructuring costs).

Additionally, the three months and six months ended March 31, 2025 included $ 3 and $ 5 of integration-related stock compensation expense attributable to NI.

Stock compensation for the three months and six months ended March 31, 2024 included $ 14 and $ 44 of integration-related stock compensation expense attributable to NI (of which $ 10 and $ 36 , respectively, was reported as restructuring costs).

Corporate and other for the three and six months ended March 31, 2025 included acquisition/divestiture fees and related costs of $ 160 and $ 179 , respectively.

Corporate and other for the three and six months ended March 31, 2024 included acquisition/divestiture fees and related costs of $ 16 and $ 146 , respectively, and a divestiture loss of $ 39 , while year-to-date also included acquisition-related inventory step-up amortization of $ 231 .

Stock compensation for the three and nine months ended June 30, 2025 included $ 24 and $ 30 , respectively, of integration-related stock compensation expense attributable to AspenTech (of which $ 20 and $ 21 , respectively , was reported as restructuring costs).

Additionally, the three and nine months ended June 30, 2025 included $ 2 and $ 7 , respectively, of integration-related stock compensation expense attributable to NI.

Stock compensation for the three and nine months ended June 30, 2024 included $ 9 and $ 53 , respectively, of integration-related stock compensation expense attributable to NI (of which $ 5 and $ 41 , respectively, was reported as restructuring costs).

Corporate and other for the three and nine months ended June 30, 2025 included acquisition/divestiture fees and related costs of $ 38 and $ 216 , respectively.

Corporate and other for the three and nine months ended June 30, 2024 included acquisition/divestiture fees and related costs of $ 13 and $ 159 , respectively, while year-to-date also included acquisition-related inventory step-up amortization of $ 231 and a divestiture loss of $ 39 .

Depreciation and amortization (includes intellectual property, customer relationships and capitalized software) by business segment are summarized below:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2024 2025 2024 2025

9 unchanged sentences

Total $ 417 372 1,263 1,139

Test & Measurement depreciation and amortization for the three and six months ended March 31, 2024 included backlog amortization of $ 34 and $ 68 , respectively.

Test & Measurement depreciation and amortization for the three and nine months ended June 30, 2024 included backlog amortization of $ 34 and $ 102 , respectively.

Sales by geographic destination, Americas, Asia, Middle East & Africa ("AMEA") and Europe, are summarized below:

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Three Months Ended June 30,

Americas AMEA Europe Total Americas AMEA Europe Total

8 unchanged sentences

Total $ 2,206 1,312 877 4,395 2,357 1,356 856 4,569

Six Months Ended March 31, Six Months Ended March 31,

Nine Months Ended June 30, Nine Months Ended June 30,

Americas AMEA Europe Total Americas AMEA Europe Total

8 unchanged sentences

Total $ 6,485 3,859 2,580 12,924 6,753 3,962 2,499 13,214

(16) SUBSEQUENT EVENTS

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law.

The OBBBA extends certain key elements of the 2017 Tax Cuts and Jobs Act including provisions related to bonus depreciation and domestic research and development, among others.

The Company is currently assessing the impact of the OBBBA on its consolidated financial statements, but does not expect the OBBBA to have a material impact in the current fiscal year.

Items 2 and 3.

6 unchanged sentences

See Notes 4 and 15.

For the second quarter of fiscal 2025, net sales were $4.4 billion, up 1 percent compared with the prior year.

For the third quarter of fiscal 2025, Emerson consolidated net sales were $4.6 billion, up 4 percent compared with the prior year.

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were up 3 percent.

Foreign currency translation had a 1 percent unfavorable impact.

Earnings from continuing operations attributable to common stockholders were $485, down 11 percent, and diluted earnings per share from continuing operations were $0.86, down 9 percent compared with $0.95 in the prior year, reflecting the impact of higher acquisition/divestiture fees and related costs primarily related to the AspenTech transaction.

Adjusted diluted earnings per share from continuing operations were $1.48, up 9 percent compared with $1.36 in the prior year, reflecting strong operating results.

Foreign currency translation had a 1 percent favorable impact.

Earnings from continuing operations attributable to common stockholders were $580, up 68 percent, and diluted earnings per share from continuing operations were $1.03, up 72 percent compared with $0.60 in the prior year.

The prior year included a pretax loss of $279 ($217 after-tax, $0.38 per share) related to the Company's definitive agreement to sell its Copeland note receivable for $1.9 billion (see Note 10).

Adjusted diluted earnings per share from continuing operations were $1.52, up 6 percent compared with $1.43 in the prior year, reflecting sales growth and strong operating performance.

The table below presents the Company's diluted earnings per share from continuing operations on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

Adjusted diluted earnings per share from continuing operations excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, and certain gains, losses or impairments.

Three Months Ended March 31, 2024 2025

Three Months Ended June 30, 2024 2025

Diluted earnings from continuing operations per share $ 0.60 1.03

2 unchanged sentences

Acquisition/divestiture fees and related costs 0.02 0.06

Loss on divestiture of business 0.07 —

Gain on subordinated interest (0.10) —

Discrete taxes related to AspenTech transaction — 0.09

Loss on Copeland note receivable 0.38 —

Adjusted diluted earnings from continuing operations per share $ 1.43 1.52

The table below summarizes the changes in adjusted diluted earnings per share from continuing operations.

The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Position sections below.

The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Condition sections below.

Three Months Ended

Adjusted diluted earnings from continuing operations per share - March 31, 2024

Adjusted diluted earnings from continuing operations per share - June 30, 2024

Operations 0.09

Benefit from full ownership of AspenTech 0.07

Foreign currency (0.02)

Pensions (0.02)

Interest expense, net (0.02)

Adjusted diluted earnings from continuing operations per share - March 31, 2025

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31

Following is an analysis of the Company’s operating results for the second quarter ended March 31, 2025, compared with the second quarter ended March 31, 2024.

Pension (0.02)

Share count 0.03

Adjusted diluted earnings from continuing operations per share - June 30, 2025

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30

Following is an analysis of the Company’s operating results for the third quarter ended June 30, 2025, compared with the third quarter ended June 30, 2024.

2024 2025 Change

5 unchanged sentences

Percent of sales 28.6 % 27.8 % (0.8) pts

Gain on subordinated interest $ (79) —

Loss on Copeland note receivable $ 279 —

Other deductions, net $ 294 298

11 unchanged sentences

Adjusted Diluted EPS - Earnings from continuing operations $ 1.43 1.52 6 %

Net sales for the second quarter of fiscal 2025 were $4.4 billion, up 1 percent compared with 2024.

Software and Control sales were up 7 percent, while Intelligent Devices sales were down 1 percent .

Underlying sales were up 2 percent on 0.5 percent higher volume and 1.5 percent higher price.

For eign currency translation had a 1 percent unfavorable impact .

Net sales for the third quarter of fiscal 2025 were $4.6 billion, up 4 percent compared with 2024.

Intelligent Devices sales were up 4 percent, while Software and Control sales were up 3 percent .

Underlying sales were up 3 percent on 2.5 percent higher price and 0.5 percent higher volume.

For eign currency translation had a 1 percent favorable impact .

Underlying sales were up 10 percent in the U.S.

and up 2 percent internationally.

The Americas was up 3 percent, Europe was down 1 percent, and Asia, Middle East & Africa was up 3 percent (China down 8 percent).

Cost of sales for the second quarter of fiscal 2025 were $2,061, a decrease of $31 compared with 2024.

Gross margin of 53.5 percent increased 1.3 percentage po ints, reflecting favorable price less net material inflation.

Selling, general and administrative (SG&A) expens es of $1,283 decreased $13 and SG&A as a percent of sales decreased 0.7 percentage points to 28.9 percent compared with the prior year, reflecting savings from cost reduction actions.

In the second quarter of fiscal 2024, the Company received its final distribution of $79 related to its subordinated interest in Vertiv.

Other deductions, net were $418 for the second quarter of fiscal 2025, an increase of $88 compared with the prior year, primarily due to an increase in acquisition/divestiture fees and related costs, which included $127 of deal-related fees incurred by AspenTech.

Higher foreign currency transaction losses also negatively impacted the current year, while the prior year included backlog amortization related to the Test & Measurement acquisition of $34 and a divestiture loss of $39.

Pretax earnings from continuing operations of $629 decreased $82, down 12 percent compared with the prior year, reflecting the impact of the AspenTech deal-related fees discussed above and the prior year subordinated interest gain.

Earnings decreased $7 in Intelligent Devices and increased $151 in Software and Control, see the Business Segments discussion that follows and Note 15.

Income taxes were $ 199 in the second quarter of fiscal 2025 and $162 in 2024, resulting in effective tax rates of 32 percent and 23 percent, respectively.

The current year rate was negatively impacted by $ 49 ($ 0.09 per share) of discrete tax items related to the AspenTech transaction.

In addition, the fees incurred by AspenTech were not fully deductible.

In total, the net impact of these items increased the rate by 10 percentage points.

The prior year rate was negatively impacted by approximately 2 percentage points due to the loss on divestiture, which was nondeductible for tax purposes.

Adjusted diluted earnings per share from continuing operations were $1.48 compared with $1.36 in the prior year, reflecting strong operating results.

and down 2 percent internationally.

The Americas was up 7 percent, Europe was down 7 percent, and Asia, Middle East & Africa was up 2 percent (China was flat).

Cost of sales for the third quarter of fiscal 2025 were $2,160, an increase of $94 compared with 2024, while gross margin of 52.6 percent decreased 0.2 percentage po ints.

Tariffs, net of targeted price actions, had an immaterial impact on gross profit, but diluted margins by approximately 0.6 percentage points, while favorable price less net material inflation was partially offset by unfavorable mix.

Selling, general and administrative (SG&A) expens es of $1,266 increased $12 and SG&A as a percent of sales decreased 0.8 percentage points to 27.8 percent compared with the prior year, reflecting savings from cost reduction actions (primarily at Test & Measurement and AspenTech).

Other deductions, net were $ 298 for the third q uarter of fiscal 2025, an increase of $4 compared with the prior year.

The increase was due to higher acquisition/divestiture costs related to the AspenTech transaction and higher foreign currency transaction losses, partially offset by backlog amortization of $34 in the prior year related to the Test & Measurement acquisition.

Pretax earnings from continuing operations of $734 increased $279, up 61 percent compared with the prior year, reflecting the pretax loss of $279 recognized in the prior year related to the Company's definitive agreement to sell its Copeland note receivable for $1.9 billion.

Earnings increased $11 in Intelligent Devices and increased $112 in Software and Control.

See the Business Segments discussion that follows and Note 15.

Income taxes were $ 154 in the third quarter of fiscal 2025 and $88 in 2024, resulting in effective tax rates of 21 percent and 19 percent, respectively.

The prior year rate reflected a 3 percentage point benefit from return-to-provision adjustments related to the filing of the prior year U.S.

tax return, partially offset by other individually immaterial items.

Earnings from continuing operations attributable to common stockholders were $580 , up 68 percent, and diluted earnings per share from continuing operations were $ 1.03 , up 72 percent compared with $ 0.60 in the prior year.

Adjusted diluted earnings per share from continuing operations were $1.52 compared with $1.43 in the prior year, up 6 percent, reflecting strong operating results.

See the analysis above of adjusted earnings per share for further details.

Loss from discontinued operations was $46 ($(0.08) per share) in the prior year.

Net earnings common stockholders in the second quarter of fiscal 2025 were $485 compared with $501 in the prior year, and earnings per share were $0.86 compared with $0.87 in the prior year.

Earnings (Loss) from discontinued operations were $6 ($0.01 per share) for the third quarter of fiscal 2025 and $ (15) ($(0.03) per share) in the prior year.

Net earnings common stockholders in the third quarter of fiscal 2025 were $586 compared with $329 in the prior year, and earnings per share were $1.04 compared with $0.57 in the prior year.

The table below, which shows results from continuing operations on an adjusted EBITA basis, is intended to supplement the Company's discussion of its results of operations herein.

1 unchanged sentence

Adjusted EBITA and adjusted EBITA margin are measures used by management and may be useful for investors to evaluate the Company's operational performance.

Three Months Ended March 31, 2024 2025 Change

Three Months Ended June 30, 2024 2025 Change

Earnings from continuing operations before income taxes $ 455 734 61 %

5 unchanged sentences

Acquisition/divestiture fees and related costs 17 44

Loss on divestiture of business 39 —

Gain on subordinated interest (79) —

Loss on Copeland note receivable 279 —

Adjusted EBITA from continuing operations $ 1,156 1,183 2 %

1 unchanged sentence

Business Segments

Following is an analysis of operating results for the Company’s business segments for the second quarter ended March 31, 2025, compared with the second quarter ended March 31, 2024.

Following is an analysis of operating results for the Company’s business segments for the third quarter ended June 30, 2025 compared with the third quarter ended June 30, 2024.

The Company defines segment earnings as earnings before interest and taxes.

24 unchanged sentences

Safety & Productivity 1 —

Total $ 25 11

Adjusted EBITA $ 765 763 — %

Adjusted EBITA Margin 25.5 % 24.4 % (1.1) pts

Intelligent Devices sales were $3.0 billion in the second quarter of 2025, a decrease of $32, or 1 percent.

Underlying sales were flat as slightly lower volume was offset by higher price.

Unde rlying sales increased 2 percent in the Americas, Europe decreased 5 percent and Asia, Middle East & Africa was flat (China down 8 percent ).

F inal Control sales increased $22 , or 2 percent, reflecting strength in power end markets, particularly in Middle East & Africa.

Sales for Measurement & Analytical decreased $11 , or 1 percent, reflecting difficult comparisons and mixed geographic results.

Discrete Automation sales improved sequentially, but decreased compared to the prior year by $17, or 3 percent, reflecting softness in Europe and Asia, Middle East & Africa, partially offset by modest growth in the Americas.

Safety & Productivity sales decreased $26, or 7 percent, reflecting softness in all geographies.

Earnings for Intelligent Devices were $725 , a decrease of $7 , or 1 percent , while margin remained at 23.9 percent, reflecting favorable price less net material inflation, offset by unfavorable foreign currency transactions of $13.

Adjusted EBITA margin was 25.8 percent, an increase of 0.2 percentage points.

Intelligent Devices sales were $3.1 billion in the third quarter of 2025, an increase of $128, or 4 percent.

Underlying sales increased 3 percent on 2 .5 percent higher price and 0.5 percent higher volume .

Underlying sales increased 7 percent in the Americas, Europe decreased 5 percent and Asia, Middle East & Africa was up 2 percent (China down 1 percent).

Final Control sales increased $70, or 7 percent, reflecting strength in power end markets, particularly in the Americas.

Sales for Measurement & Analytical increased $32, or 3 percent, reflecting mixed geographic results.

Discrete Automation sales increased $31, or 5 percent, reflecting strength in the Americas and modest growth in Asia, Middle East & Africa, partially offset by continued softness in Europe.

Safety & Productivity sales decreased $5, or 1 percent, due to softness in Europe, partially offset by modest growth in the Americas.

Earnings for Intelligent Devices were $704, an increase of $11, or 2 percent, and margin decreased 0.6 percentage points to 22.5 percent, reflecting unfavorable foreign currency transactions and the impact of tariffs, partially offset by favorable price less net material inflation.

Adjusted EBITA margin was 24.4 percent, decreasing 1.1 percentage points compared with the prior year, reflecting lower restructuring and related costs in the current year.

SOFTWARE AND CONTROL

14 unchanged sentences

Test & Measurement 25 —

Total $ 19 12

Adjusted EBITA $ 424 469 11 %

Adjusted EBITA Margin 30.3 % 32.6 % 2.3 pts

Software and Control sales were $1,421 in the second quarter of 2025, an increase of $89, or 7 percent compared to the prior year, reflecting strong growth in Control Systems & Software.

Underlying sales increased 7 percent on 5 percent higher volume and 2 percent higher price.

Underlying sales increased 8 percent in the Americas, 4 percent in Europe and 10 percent in Asia, Middle East & Africa (China down 7 percent).

Control Systems & Software sales increased $97, or 10 percent, reflecting robust growth at AspenTech and moderate demand in process end markets in Europe and Asia, Middle East & Africa.

Test & Measurement sales decreased $8 or 2 percent, reflecting softness in the Americas and Europe, partially offset by strong growth in Asia, Middle East & Africa.

Earnings for Software and Control increased $151, up 240 percent, and margin increased 10.4 percentage points, reflecting strong leverage on higher Control Systems & Software sales, higher price, savings from cost reduction actions (primarily at Test & Measurement), and lower intangibles amortization compared to the prior year.

Adjusted EBITA margin increased 5.6 percentage points.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31

Following is an analysis of the Company’s operating results for the six months ended March 31, 2025, compared with the six months ended March 31, 2024.

Software and Control sales were $1.4 billion in the third quarter of 2025, an increase of $46, or 3 percent compared to the prior year.

Underlying sales were up 2 percent on higher price.

Underlying sales increased 8 percent in the Americas and 4 percent in Asia, Middle East & Africa (China up 1 percent), while Europe decreased 11 percent.

Co ntrol Systems & Software sales increased $40, or 4 percent, reflecting growth in power end markets globally and process end markets in the Americas.

Test & Measurement sales increased $ 6, or 2 percent, reflecting early signs of recovery in discrete end markets and mixed geographic results.

Earnings for Software and Control increased $112, up 87 percent, and margin increased 7.5 percentage points, reflecting higher price, savings from cost reduction actions (primarily at Test & Measurement and AspenTech), and lower intangibles amortization and restructuring costs compared to the prior year.

Adjusted EBITA margin increased 2.3 perce ntage points.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30

Following is an analysis of the Company’s operating results for the nine months ended June 30, 2025, compared with the nine months ended June 30, 2024.

2024 2025 Change

5 unchanged sentences

Percent of sales 29.7 % 28.7 % (1.0) pts

Loss on Copeland note receivable $ 279 —

Gain on subordinated interest $ (79) —

12 unchanged sentences

Adjusted Diluted EPS - Earnings from continuing operations $ 4.01 4.38 9 %

Net sales for the first six months of 2025 were $8.6 billion, up 1 percent compared with 2024.

Intelligent Devices sales were flat, while Software and Control sales were up 5 percent.

Underlying sales were up 2 percent on 0.5 percent higher volume and 1.5 percent higher price .

Foreign currency translation had a 1 percent unfavorable impact .

Net sales for the first nine months of 2025 were $13.2 billion , up 2 percent compared with 2024.

Intelligent Devices sales were up 1 percent, while Software and Control sales were up 4 percent.

Underlying sales were up 2 percent on 1.5 percent higher price and 0.5 percent higher volume.

Foreign currency translation had no impact.

Underlying sales increased 4 percent in the U.S.

1 unchanged sentence

The Americas was up 5 percent, Europe was down 4 percent and Asia, Middle East & Africa was up 3 percent (China was down 4 percent).

Cost of sales for 2025 were $4,002, a decrease of $291 compared with 2024, and gross margin of 53.5 percent increased 4.0 percentage points, as the prior year reflected the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins in the prior year by 2.7 percent.

Cost of sales for 2025 were $6,161, a decrease of $198 versus $6,359 in 2024, and gross margin of 53.2 percent increased 2.6 percentage points, as the prior year reflected the impact from acquisition-related inventory step-up of $231, which negatively impacted margins in the prior year by 1.8 percentage points.

Favorable price less net material inflation also contributed to the increase in gross margin.

SG&A expenses of $2,506 decreased $67 and SG&A as a percent of sales decreased 1.2 percentage points to 29.1 percent, reflecting savings from cost reduction actions and the impact of Test & Measurement acquisition-related costs incurred in the prior year which are reported in Corporate and other (see Note 15).

SG&A expenses of $3,773 decreased $54 and SG&A as a percent of sales decreased 1.0 percentage points to 28.7 percent, reflecting savings from cost reduction actions.

In the third quarter of fiscal 2024, the Company recognized a pretax loss of $279 ($217 after-tax, $0.38 per share) related to the Company's definitive agreement to sell its Copeland note receivable for $1.9 billion.

In the second quarter of fiscal 2024 , the Company received its final distribution of $79 related to its subordinated interest in Vertiv.

Other deductions, net were $646 in 2025, a decrease of $135 compared with the prior year, reflecting lower restructuring expense of $81 and lower intangibles amortization expense of $90 (including $68 of backlog amortization related to the Test & Measurement acquisition in the prior year), partially offset by higher acquisition/divestiture fees and related costs.

The prior year also included a divestiture loss of $39.

Other deductions, net were $944 in 2025, a decrease of $131 compared with the prior year, reflecting lower intangibles amortization expense of $134 (including $102 of backlog amortization related to the Test & Measurement acquisition) and lower restructuring expense of $100, partially offset by higher acquisition/divestiture fees and related costs.

The prior year included a divestiture loss of $39.

Pretax earnings from continuing operations of $2,138 increased $797 compared with prior year.

Earnings increased $86 in Intelligent Devices and $309 in Software and Control, see the Business Segments discussion that follows and Note 15.

Income taxes were $382 in the first six months of fiscal 2025 and $178 in 2024 , resulting in effective tax rates of 27 percent and 20 percent, respectively.

Earnings increased $96 in Intelligent Devices and increased $421 in Software and Control.

See the Business Segments discussion that follows and Note 15.

Income taxes were $536 in the first nine of months of fiscal 2025 and $266 in 2024 , resulting in effective tax rates of 25 percent and 20 percent, respectively.

The current year rate was negatively impacted by $49 ($0.09 per share) of discrete tax items related to the AspenTech transaction.

In addition, the fees incurred by AspenTech were not fully deductible.

Overall, these items increased the current year rate by approximately 5 percentage points.

The prior year rate i ncluded a $57 ($0.10 per share) benefit related to discrete tax items, partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture noted above.

In total, the net impact of these items benefited the rate by approximately 1 percentage point.

In total, the net impact of these items increased the rate by approximately 3 percentage points.

The prior year rate i ncluded a $57 ($0.10 per share) benefit related to discrete tax items and a benefit from return-to-provision adjustments related to the filing of the prior year U.S.

tax return, partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture (see Note 4), which was nondeductible for tax purposes.

In total, the net impact of these items benefited the rate by approximately 2 percentage points, which was partially offset by other individually immaterial items.

Earnings from continuing operations attributable to common stockholders were $1,650, up 56 percent compared with the prior year, and diluted earnings per share from continuing operations were $2.91, up 58 percent compared with $1.84 in 2024.

Adjusted diluted earnings per share from continuing operations were $2.86 compared with $2.58 in the prior year, reflecting strong operating results.

Adjusted diluted earnings per share from continuing operations were $4.38 compared with $4.01 in the prior year, u p 9 p ercent.

See the analysis below of adjusted earnings per share for further details.

Loss from discontinued operations was $73 ($0.12 per share) in the prior year.

Earnings (Loss) from discontinued operations were $ 7 ($ 0.01 per share) compared to $(88) ($(0.15) per share) in the prior year.

Net earnings common stockholders were $1,657 ($ 2.92 per share) compared with $972 ($1.69 per share) in the prior year.

The table below presents the Company's diluted earnings per share on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

Six Months Ended March 31, 2024 2025

Nine Months Ended June 30, 2024 2025

Diluted earnings from continuing operations per share $ 1.84 2.91

6 unchanged sentences

Gain on subordinated interest (0.10) —

Loss on Copeland note receivable 0.38 —

Adjusted diluted earnings from continuing operations per share $ 4.01 4.38

The table below summarizes the changes in adjusted diluted earnings per share.

The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Position sections below.

Six Months Ended

Adjusted diluted earnings from continuing operations per share - March 31, 2024

The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Condition sections below.

Nine Months Ended

Adjusted diluted earnings from continuing operations per share - June 30, 2024

Operations 0.45

Benefit from full ownership of AspenTech 0.07

Stock compensation (0.02)

Foreign currency (0.03)

Pensions (0.06)

Interest expense, net (0.02)

Adjusted diluted earnings from continuing operations per share - March 31, 2025

Adjusted diluted earnings from continuing operations per share - June 30, 2025

The table below, which shows results on an adjusted EBITA basis, is intended to supplement the Company's discussion of its results of operations herein.

Six Months Ended March 31, 2024 2025 Change

Nine Months Ended June 30, 2024 2025 Change

Earnings from continuing operations before income taxes $ 1,341 2,138 59 %

8 unchanged sentences

Gain on subordinated interest (79) —

Loss on Copeland note receivable 279 —

Adjusted EBITA from continuing operations $ 3,191 3,422 7 %

1 unchanged sentence

Business Segments

Following is an analysis of operating results for the Company’s business segments for the six months ended March 31, 2025, compared with the six months ended March 31, 2024.

Following is an analysis of operating results for the Company’s business segments for the nine months ended June 30, 2025, compared with the nine months ended June 30, 2024.

The Company defines segment earnings as earnings before interest and taxes.

As a result of the Company's portfolio transformation, the Company has realigned its business segments and now reports five segments and two business groups.

See Note 15 for a discussion of the Company's business segments.

INTELLIGENT DEVICES

25 unchanged sentences

Adjusted EBITA Margin 25.0 % 25.4 % 0.4 pts

Intelligent Devices sales were $5.9 billion in the first six months of 2025, flat compared to the prior year.

Underlying sales increased 1 percent as higher price was partially offset by slightly lower volume.

Intelligent Devices sales were $9.0 billion in the first nine months of 2025, an increase of $117, or 1 percent.

Underlying sales increased 1 percent on higher price.

Underlying sales increased 4 percent in the Americas, Europe decreased 4 percent, and Asia, Middle East & Africa was up 2 percent (China down 4 percent).

Final Control sales increased $128, or 4 percent, reflecting strength in power end markets.

Sales for Measurement & Analytical increased $17, or 1 percent, reflecting growth in Asia, Middle East & Africa partially offset by softness in Europe.

Discrete Automation sales decreased $50, or 4 percent, reflecting softness in Asia, Middle East & Africa and Europe, partially offset by slight growth in the Americas.

Sales for Measurement & Analytical increased $50, or 2 percent, reflecting mixed geographic results and difficult comparisons.

Discrete Automation sales decreased $19, or 1 percent, reflecting softness in Europe and Asia, Middle East & Africa, partially offset by moderate growth in the Americas.

Safety & Productivity sales decreased $42, or 4 percent, reflecting softness in all geographies.

Earnings for Intelligent Devices were $1,412, an increase of $86, or 6 percent, and margin increased 1.5 percentage points to 24.0 percent, reflecting favorable price less net material inflation and favorable foreign currency transactions of $19.

Earnings for Intelligent Devices were $2,115, an increase of $96, or 5 percent, and margin increased 0.8 percentage points to 23.5 percent, reflecting favorable price less net material inflation.

Adjusted EBITA margin was 25.4 percent, an increase of 0.4 percentage points.

18 unchanged sentences

Adjusted EBITA Margin 27.8 % 32.2 % 4.4 pts

Software and Control sales were $2,773 in the first six months of 2025, an increase of $127, or 5 percent compared to the prior year.

Software and Control sales were $4,217 in the fir st nine months of 2025, an increase of $173, or 4 percent compared to the prior year.

Underlying sales were up 4 percent on 2 percent higher volume and 2 percent higher price.

Underlying sales increased 7 percent in the Americas, 2 percent in Europe and 7 percent in Asia, Middle East & Africa (China down 9 percent).

Control Systems & Software sales increased $158, or 8 percent, reflecting robust growth at AspenTech, favorable demand in process end markets across all geographies, and strong demand in power end markets in Asia, Middle East & Africa.

Underlying sales increased 7 percent in the Americas and 6 percent in Asia, Middle East & Africa (China down 6 percent), while Europe decreased 3 percent.

Control Systems & Software sales increased $198, or 7 percent, reflecting robust growth at AspenTech and favorable demand in process and power end markets across all geographies.

Test & Measurement sales decreased $25, or 2 percent, reflecting softness in Europe partially offset by modest growth in the Americas.

Earnings for Software and Control increased $309, up 311 percent, and margin increased 10.9 percentage points, reflecting strong leverage on higher Control Systems & Software sales, higher price, savings from cost reduction actions (primarily at Test & Measurement), and lower intangibles amortization and lower restructuring and related costs compared to the prior year.

Earnings for Software and Control increased $421, up 184 percent, and margin increased 9.7 percentage points, reflecting leverage on higher Control Systems & Software sales, higher price, savings from cost reduction actions (primarily at Test & Measurement), lower intangibles amortization, and lower restructuring and related costs compared to the prior year.

Adjusted EBITA margin increased 4.4 percentage points.

FINANCIAL CONDITION

Key elements of the Company's financial conditi on as of and for the six months ended March 31, 2025 as compared to the year ended September 30, 2024 and the six months ended March 31, 2024 follow.

Mar 31, 2024 Sept 30, 2024 Mar 31, 2025

Key elements of the Company's financial conditi on as of and for the nine months ended June 30, 2025 as compared to the year ended September 30, 2024 and the nine months ended June 30, 2024 follow.

June 30, 2024 Sept 30, 2024 June 30, 2025

Operating working capital $ 1,921 $ 1,394 $ 2,074

3 unchanged sentences

Interest coverage ratio 8.5 X 7.2 X 9.6 X

The change in operating working capital compared to September 30,2024 was due to the payment of income taxes of approximately $585 related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

The change in operating working capital compared to September 30, 2024 was due to the payment of income taxes of approximately $585 in the second quarter of fiscal 2025 related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

The current ratio decreased compared to September 30, 2024, reflecting the decrease in cash and increase in short-term borrowing to support the AspenTech transaction.

The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 9.8X for the 12 months ended March 31, 2025 compares to 10.2X for the 12 months ended March 31, 2024.

The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 9.6 X for the 12 months ended June 30, 2025 compares to 8.5 X for the 12 months ended June 30, 2024 .

The increase in the debt-to-capital ratios reflects increased short-term borrowings and long-term debt to fund the AspenTech transaction.

3 unchanged sentences

The fees to maintain the facilities are immaterial and the Company has not incurred any borrowings under either facility or previous facilities.

Overall, the Company's commercial paper borrowings increased to approximately $5.1 billion at March 31, 2025.

Overall, the Company's commercial paper borrowings increased to approximately $5.4 billion at June 30, 2025.

In March 2025, the Company issued €500 of 3.0% notes due March 2031, $500 of 5.0% notes due March 2035, and €500 of 3.5% notes due March 2037.

Although the Company's financial leverage and debt ratios are currently elevated, Emerson expects to retain its investment-grade long-term debt ratings.

Although the Company's financial leverage and debt ratios are currently elevated compared to its historical levels, Emerson expects to retain its investment-grade long-term debt ratings.

Further, the Company expects its leverage and debt ratios to improve through its strong operating cash flows and disciplined capital allocation, including a targeted reduction in net debt of approximately $1 billion over the next 6-12 months.

Operating cash flow from continuing operations for the first six months of fiscal 2025 was $1,603, an increase of $426 compared with $1,177 in the prior year, reflecting higher earnings.

Free cas h flow from continuing operations of $1,433 in the first six months of fiscal 2025 (operating cash flow of $1,603 less capital expenditures of $170) increased $415 compared to free cash flow of $1,018 in 2024 (operating cash flow of $1,177 less capital expenditures of $159), reflecting the increase in operating cash flow.

Operating cash flow from continuing operations for the first nine months of fiscal 2025 was $2,664, an increase of $420 compared with $2,244 in the prior year, reflecting higher earnings and favorable changes in working capital.

Free cash flow from continuing operations of $2,401 in the first nine months of fiscal 2025 (operating cash flow of $2,664 less capital expenditures of $263) increased $408 compared to free cash flow of $1,993 in 2024 (operating cash flow of $2,244 less capital expenditures of $251), reflecting the increase in operating cash flow.

Cash used in investing activities from continuing operations was $393.

Cash used in financing activities from continuing operations was $2,382, reflecting the purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion, share purchases of $1.1 billion and dividends, partially offset by the increase in short and long-term debt discussed above.

Cash used by financing activities from continuing operations was $3,019, reflecting the purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion, share purchases of $1.1 billion and dividends, and the repayment of $500 of 3.15% notes that matured, partially offset by the increase in short and long-term debt discussed above.

Total cash provided by operating activities was $2,088 including the impact of discontinued operations, and decreased $160 compared with $2,248 in the prior year.

The decrease reflected higher operating cash flow from continuing operations, offset by $585 of income taxes paid in the second quarter related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland.

Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth.

Emerson maintains a conservative financial structure designed to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth.

Emerson is in a strong financial position, with total assets of $43 billion and common stockholders' equity of $20 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis.

FISCAL 2025 OUTLOOK

This past quarter marked the conclusion of Emerson's portfolio transformation with the completion of the purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company on March 12, 2025.

In addition, following a review of strategic alternatives for the Safety & Productivity segment, the Company has concluded that the best value for its shareholders is to retain the business.

The outlook discussed below reflects full ownership of AspenTech subsequent to completion of the transaction and includes the Safety & Productivity segment.

For fiscal year 2025, consolidated net sales from continuing operations are expect ed to be up approximately 4 percent, with underlying sales also up approximately 4 percent.

Earnings per share are expected to be $4.05 to $4.20, while adjusted earnings per share are expected to be $5.90 to $6.05 (see the following reconciliation).

For fiscal year 2025, consolidated net sales from continuing operations are expected to be up approximately 3.5 percent, with underlying sales also up approximately 3.5 percent.

Earnings per share are expected to be approximately $4.08, while adjusted earnings per share are expected to be approximately $6.00 (see the following reconciliation).

Outlook for Fiscal 2025 Earnings Per Share 2025

5 unchanged sentences

Adjusted diluted earnings from continuing operations per share $ 6.00

Operating cash flow is expected to be $3.5 to $3.6 billion and free cash flow, which excludes projected capital spending of approximately $0.4 billion, is expected to be $3.1 to $3.2 billion.

Operating cash flow is expected to be approximately $3.6 billion and free cash flow, which excludes projected capital spending of approximately $0.4 billion, is expected to be approximately $3.2 billion.

The fiscal 2025 outlook assumes returning approximately $2.3 billion to shareholders through approximately $1.1 billion of share repurchases and approximately $1.2 billion of dividend payments.

Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments.

These risks and uncertainties include changes or increases in tariffs and the potential retaliatory measures against the United States, the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, and inflation, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the "Safe Harbor Statement" of Part II, Item 7, to the Company's Annual Report on Form 10-K for the year ended September 30, 2024, "Risk Factors" of Part II - Other Information, Item 1A of the Company's Quarterly Report on Form 10-Q for the three-month period ended March 31, 2025 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.

Statements in this report that are not strictly historical may be “forward-looking” statements, which represent management’s expectations, based on currently available information.

Actual results, performance or achievements could differ materially from those expressed in any forward-looking statement.

Any forward-looking statements in this report speak only as of the date of this report.

Emerson undertakes no obligation to update any such statements to reflect new information or later developments.

Examples of risks and uncertainties that may cause or actual results or performance to be materially different from those expressed or implied by forward looking statements include the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the "Safe Harbor Statement" of Part II, Item 7, to the Company's Annual Report on Form 10-K for the year ended September 30, 2024, "Risk Factors" of Part II - Other Information, Item 1A of the Company's Quarterly Report on Form 10-Q for the three-month period ended June 30, 2025 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.

The outlook contained herein represents the Company's expectation for its consolidated results, other than as noted herein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements