What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-10 compared with 2024-11-12 · 165 added, 277 removed, 1092 unchanged (29% of the section changed)

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2023, $ 227 ;

2024, $ 148 ;

Interest income from related party ( 41 ) ( 86 ) —

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Discontinued operations, net of tax of $ 2,969 , $ 85 and $( 4 ), respectively

1,347 10,939 350

Net earnings 13,200 1,955 2,246

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Other intangible assets 10,436 9,458

Copeland note receivable and equity investment held-for-sale 3,255 —

Other 2,744 2,859

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AspenTech purchases of common stock ( 122 ) ( 119 ) —

AspenTech acquisition ( 550 ) — —

Purchase of noncontrolling interest — — ( 1,400 )

Settlement of AspenTech share awards — — ( 76 )

Reclass negative APIC to retained earnings — — 1,321

Ending balance 62 169 85

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( 1,202 ) ( 1,208 ) ( 1,199 )

Reclass negative APIC to retained earnings — — ( 1,321 )

Ending balance 40,070 40,830 40,603

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Purchases of businesses, net of cash and equivalents acquired ( 705 ) ( 8,342 ) ( 37 )

Divestitures of businesses 17 — —

Proceeds from subordinated interest 176 79 —

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Payment of related party note payable ( 918 ) — —

Purchase of noncontrolling interest — — ( 7,244 )

Repurchase of AspenTech share awards — — ( 76 )

Other, net ( 169 ) ( 44 ) ( 72 )

Cash provided by (used in) financing activities 2,048 ( 6,823 ) ( 2,455 )

Cash used in financing activities ( 6,823 ) ( 2,455 ) ( 4,510 )

Effect of exchange rate changes on cash and equivalents 18 20 ( 39 )

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Certain prior year amounts have been reclassified to conform to the current year presentation.

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 equity interest and note receivable are reported as held-for-sale in the prior year, the equity method losses related to the Company's non-controlling common 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 cash flows related to U.S.

tax distributions have been reclassified to operating cash flows from discontinued operations (see Notes 5 and 8).

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company .

As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company.

AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership.

AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segmen t for all periods presented.

See Notes 4 and 20.

In the fourth quarter of 2025, the Company adopted ASU No.

2023-07 (Topic 280), Improvements to Reportable Segment Disclosures , which requires disclosure of significant segment expenses on an annual and interim basis.

The new standard also requires disclosure of the Company's chief operating decision maker and interim disclosure of each reportable segment's total assets.

This standard has no impact on the accounting for reportable segments.

In 2024, the Company adopted ASU No.

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This standard has no impact on the accounting for government assistance and did not materially impact the Company's disclosures.

In 2022, the Company adopted three accounting standard updates, each of which had an immaterial or no impact on the Company's financial statements.

These included:

• Updates to Accounting Standards Codification ("ASC") 805, Business Combinations , which clarify the accounting for contract assets and liabilities assumed in a business combination.

In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805.

• Updates to ASC 740, Income Taxes , which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income based tax.

These updates also make certain changes to intra-period tax allocation principles and interim tax calculations.

• Updates to ASC 321, Equity Securities , ASC 323 Investments - Equity Method and Joint Ventures , and ASC 815, Derivatives and Hedging , which clarify how to account for the transition into and out of the equity method of accounting when evaluating observable transactions.

Principles of Consolidation

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Goodwill is also tested for impairment between annual tests if events or circumstances indicate the fair value of a unit may be less than its carrying value.

Estimated fair values of reporting units are Level 3 measures and are developed generally

under an income approach that discounts estimated future cash flows using risk-adjusted interest rates, as well as earnings multiples or other techniques as warranted.

Estimated fair values of reporting units are Level 3 measures and are developed generally under an income approach that discounts estimated future cash flows using risk-adjusted interest rates, as well as earnings multiples or other techniques as warranted.

Fair values are subject to changes in underlying economic conditions.

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Emerson is a global manufacturer that designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions for its customers.

The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services.

In accordance with ASC 606, Revenue from Contracts with Customers , the Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer.

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Approximately 15 percent of revenues relate to sales arrangements with multiple performance obligations, principally in the Software and Control business group.

T angible products represent a large majority of the delivered

items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance.

T angible products represent a large majority of the delivered items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance.

For projects where revenue is recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred.

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The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency-denominated assets and liabilities.

In addition, in 2022 AspenTech entered into foreign currency forward contracts to

mitigate the impact of foreign currency exchange associated with the Micromine purchase price.

On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts and on August 1, 2023, announced the termination of the agreement to purchase Micromine.

In addition, in 2022 AspenTech entered into foreign currency forward contracts to mitigate the impact of foreign currency exchange associated with the Micromine purchase price.

On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts and on August 1, 2023, announced the

termination of the agreement to purchase Micromine.

Gains or losses on derivative instruments not designated as hedges are recognized in the income statement immediately.

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No provision has been made for these taxes on approxim ately $ 5.3 billion o f undistributed earnings of non-U.S.

subsidiaries as of September 30, 2024, as these earnings are considered indefinitely invested or otherwise retained for continuing international operations.

subsidiaries as of September 30, 2025, as these earnings are considered indefinitely reinvested or otherwise retained for continuing international operations.

Recognition of withholding taxes and any applicable U.S.

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Net contract assets $ 484 786

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 lice nse arrangements sold by AspenTech where the license revenue is recognized upfront upon delivery.

The decrease in net contract assets was primarily due to the acquisition of National Instruments, which increased contract liabilities by approximately $ 150 , while customer billings slightly exceeded revenue recognized for performance completed during the period.

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 lice nse arrangements where the license revenue is recognized upfront upon delivery.

Net contract assets increased as revenue recognized for performance completed during the period exceeded customer billings.

Revenue recognized for 2025 included approximately $ 798 that was included in the beginning contract liability balanc e.

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

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

Revenue recognized for 2025 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material.

Capitalized amounts related to incremental costs to obtain customer contracts and costs to fulfill contracts are immaterial.

As of September 30, 2024, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 8.4 billion (of which approximately $ 1.3 billion was attributable to AspenTech and approximately $ 400 was attributable to National Instruments).

The Company expects

to recognize approxima tely 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter.

As of September 30, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 8.6 billion .

The Company expects to recognize approxima tely 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter.

See Note 20 for additional information about the Company's revenues.

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(4) ACQUISITIONS AND DIVESTITURES

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) 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 20.

National Instruments

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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 20.

NI is now referred to as Test & Measurement and reported as a segment in the Software and Control business group, see Note 20.

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

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The pro forma results for the year ended September 30, 2023 also include $ 424 of ongoing intangibles amortization, backlog amortization of $ 136 , inventory step-up amortization of $ 213 , and retention bonuses of $ 55 , and exclude the mark-to-market gain of $ 56 recognized on the equity investment in National Instruments Corporation (see Note 6).

Aspen Technology

On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc.

("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc.

and the Geological Simulation Software business ( collectively, the “Emerson Industrial Software Business”) , along with approximately $ 6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (defined as "AspenTech" herein).

Upon closing of the transaction, Emerson beneficially owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis) and former Heritage AspenTech stockholders owned the remaining outstanding shares of AspenTech common stock.

AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”

The business combination has been accounted for using the acquisition method of accounting with Emerson considered the accounting acquirer of Heritage AspenTech.

The net assets of Heritage AspenTech were recorded at their estimated fair value and the Emerson Industrial Software Business continues at its historical basis.

The Company recorded a noncontrolling interest of $ 5.9 billion for the 45 percent ownership interest of former Heritage AspenTech stockholders in AspenTech.

The noncontrolling interest associated with the Heritage AspenTech acquired net assets was recorded at fair value determined using the closing market price per share of Heritage AspenTech as of May 16, 2022, while the portion attributable to the Emerson Industrial Software business was recorded at its historical carrying amount.

The impact of recognizing the noncontrolling interest in the Emerson Industrial Software Business resulted in a decrease to additional paid-in-capital of $ 550 .

The following table summarizes the components of the purchase consideration reflected in the acquisition accounting using Heritage AspenTech's shares outstanding and closing market price per share as of May 16, 2022 (in millions except share and per share data):

Heritage AspenTech shares outstanding 66,662,482

Heritage AspenTech share price $ 166.30

Purchase price $ 11,086

Value of stock-based compensation awards attributable to pre-combination service 102

Total purchase consideration $ 11,188

The total purchase consideration for Heritage AspenTech was allocated to assets and liabilities as follows.

Cash and equivalents $ 274

Receivables 43

Other current assets 280

Property, plant equipment 4

Goodwill ($ 34 expected to be tax-deductible)

Other intangible assets 4,390

Other assets 513

Total assets 12,729

Short-term borrowings 27

Accounts payable 8

Accrued expenses 115

Long-term debt 255

Deferred taxes and other liabilities 1,136

Total purchase consideration $ 11,188

Emerson's cash contribution of approximately $ 6.0 billion was paid out at approximately $ 87.69 per share (on a fully diluted basis) to holders of issued and outstanding shares of Heritage AspenTech common stock as of the closing of the transactions, with $ 168 of cash remaining on AspenTech's balance sheet as of the closing which is not included in the allocation of purchase consideration above.

The estimated intangible assets attributable to the transaction are comprised of the following (in millions) :

Amount Estimated Useful Life (Years)

Developed technology $ 1,350 10

Customer relationships 2,300 15

Trade names 430 Indefinite-lived

Backlog 310 3

Total $ 4,390

Results of operations for 2023 attributable to the Heritage AspenTech acquisition include sales of $ 752 compared to $ 356 for 2022, while the impact to GAAP net earnings was not material in both years.

Pro Forma Financial Information

The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of Heritage AspenTech occurred on Oct ober 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 acquisition occurred as of that time ($ in millions, except per share amounts).

Net Sales $ 14,218

Net earnings from continuing operations common stockholders $ 1,916

Diluted earnings per share from continuing operations $ 3.21

The pro forma results for 2022 exclude $ 91 of transaction costs which were included in the Company's reported results for 2022, but were assumed to be incurred in the first quarter of 2021.

The pro forma results for 2022 include additional interest expense of $ 56 related to the issuance of $ 3.0 billion of term debt and increased commercial paper borrowings to fund the acquisition, which assumes such borrowings were outstanding for the entire year.

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 2024, the Company divested two small businesses, both in the Final Control segment, and recognized a pretax loss of $ 48 in total ($ 50 after-tax, $ 0.09 per share).

In 2023, the Company received distributions related to its subordinated interest in Vertiv totaling $ 161 ($ 122 after-tax, $ 0.21 per share) and received $ 15 related to gains recognized in 2022.

In 2024, the Company received its final distribution of $ 79 ($ 60 after-tax, $ 0.10 per share).

In 2023, the Company acquired two businesses, Flexim, which is reported in the Measurement & Analytical segment, and Afag, which is reported in the Discrete Automation segment, for $ 715 , net of cash acquired.

The Company recognized goodwill of $ 424 ( none of which is expected to be tax deductible) and other identifiable intangible assets of $ 323 , primarily customer relationships and intellectual property with a weighted-average useful life of approximately 9 years.

On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary and in 2023, recognized a pretax loss of $ 47 in Other deductions ($ 47 after-tax, in total $ 0.08 per share ) related to its exit of business operations in Russia.

Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales.

On July 27, 2022, AspenTech entered into an agreement to acquire Micromine, a global leader in design and operational solutions for the mining industry, for AU $ 900 (approximately $ 623 USD based on exchange rates when the transaction was announced).

On August 1, 2023, AspenTech announced the termination of the agreement to purchase Micromine.

AspenTech, along with the sellers of Micromine, had been waiting to secure a final Russian regulatory approval as a condition to the closing of the transaction.

AspenTech, along with the sellers of Micromine, had been waiting to secure final Russian regulatory approval as a condition to the closing of the transaction.

As this process continued, the timing and requirements necessary to get this approval became increasingly unclear.

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AspenTech did not pay any termination fee as part of this arrangement.

On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary.

In 2023, the Company recognized a pretax loss of $ 47 in Other deductions ($ 47 after-tax, in total $ 0.08 per share)

related to its exit of business operations in Russia.

The Company had previously announced its intention to exit business operations in 2022 and recognized a pretax loss of $ 181 ($ 190 after-tax, in total $ 0.32 per share).

This charge included a loss of $ 36 in operations and $ 145 reported in Other deductions ($ 10 of which is reported in restructuring costs) and was primarily non-cash.

Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales.

In 2022, the Company acquired three other businesses, two in the Control Systems & Software segment and one in the AspenTech segment, for $ 130 , net of cash acquired.

The three businesses had combined annual sales of approximately $ 40 .

In the first quarter of 2022, the Company received a distribution of $ 438 related to its subordinated interest in Vertiv (in total, a pretax gain of $ 453 was recognized in the first quarter of 2022, $ 358 after-tax, $ 0.60 per share) and received the remaining $ 15 related to the pretax gain in the first quarter of 2023.

In 2023, the Company received additional distributions totaling $ 161 ($ 122 after-tax, $ 0.21 per share) and in 2024, received its final distribution of $ 79 ($ 60 after-tax, $ 0.10 per share).

(5) DISCONTINUED OPERATIONS

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

In addition, the equity method losses related to the Company's non-controlling common 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 within Climate Technologies in Other deductions, net in the table below.

See Note 8 for further details.

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The Company recognized a pretax gain of approximately $ 2.8 billion (approximately $ 2.1 billion after-tax) in the first quarter of 2023.

On May 31, 2022 the Company com pleted 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 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 all years presented and were as follows:

Climate Technologies ISE and TOD Total

The financial results of Climate Technologies and InSinkErator ("ISE") (through the completion of the divestitures), are reported as discontinued operations for all years presented and were as follows:

Climate Technologies ISE Total

2023 2024 2025 2023 2024 2025 2023 2024 2025

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Earnings, net of tax $ 8,809 350 12 2,130 — ( 4 ) 10,939 350 8

Climate Technologies' results for 2024 included a gain on the sale of the Company's 40 percent non-controlling common equity interest in Copeland of $ 539 ($ 435 after-tax), while 2023 include lower expense of $ 96 due to ceasing depreciation and amortization upon the held-for-sale classification and $ 57 of transaction-related costs reported in Other deductions, net.

Climate Technologies' results for 2024 included a gain on the sale of the Company's 40 percent non-controlling common equity interest in Copeland of $ 539 ($ 435 after-tax), while 2023 included lower expense of $ 96 due to ceasing depreciation and amortization upon the held-for-sale classification and $ 57 of transaction-related costs reported in Other deductions, net.

Equity method losses related to the Company's 40 percent non-controlling common equity interest in Copeland were $ 125 and $ 177 for 2024 and 2023, respectively.

Income taxes for 2023 included approximately $ 2.2 billion for the gain on the Copeland transaction and subsidiary restructurings, and approximately $ 660 related to the gain on the InSinkErator divestiture.

Net cash from operating and investing activities for Climate Technologies, InSinkErator and Therm-O-Disc were as follows:

Net cash from operating and investing activities for Climate Technologies, InSinkErator and Therm-O-Disc ("TOD", which was divested in the third quarter of 2022) were as follows:

Climate Technologies ISE and TOD Total

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Cash from investing activities $ 9,475 3,436 — 3,055 — — 12,530 3,436 —

Cash from operating activities for 2025 primarily reflects approximately $ 0.6 billion of 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 2023 reflects approximately $ 2.3 billion of income taxes paid related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction.

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Restructuring costs 72 228 136

Acquisition/divestiture costs 91 69 96

Acquisition/divestiture fees and related costs 69 96 214

Foreign currency transaction (gains) losses 50 105 92

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Total $ 506 1,434 1,245

Intangibles amortization for 2024 included $ 560 related to the NI acquisition, while 2023 included $ 258 related to the Heritage AspenTech acquisition compared to $ 97 in 2022.

Foreign currency transaction losses included a mark-to-market gain of $ 24 in 2023 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price compared to a mark-to-market loss of $ 50 in 2022.

Intangibles amortization for 2025 and 2024 included $ 425 and $ 560 , respectively, related to the NI acquisition.

The increase in acquisition/divestiture costs in 2025 is primarily related to the AspenTech transaction.

On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts.

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In 2024, Other includes a loss of $ 48 related to the divestiture of two small businesses (see Note 4).

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

Other is also composed of several other items, including pension expense (income), litigation costs, provision for bad debt and other items, none of which is individually significant.

(7) RESTRUCTURING COSTS

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Restructuring expenses were $ 136 , $ 228 and $ 72 for 2025, 2024 and 2023, respectively.

The Company expects fiscal year 2025 restructuring and related costs to be approximately $ 120 .

The Company expects fiscal year 2026 restructuring and related costs to be approximate ly $ 100 .

Restructuring costs by business segment follows:

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Test & Measurement — 78 15

AspenTech — 1 8

Software and Control 10 97 40

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Total $ 72 228 136

A ctions taken in 2024, 2023 and 2022 inc luded workforce reductions of approximately 2,250 , 700 and 2,150 positions and the exit of twenty-two , ten and seven production facilities and sales offices worldwide, respectively.

Corporate restructuring for 2024 includes $ 43 of integration-related stock compensation expense attributable to NI.

A ctions taken in 2025, 2024 and 2023 inc luded workforce reductions of approximately 2,100 , 2,250 and 700 positions and the exit of thirteen , twenty-two and ten production facilities and sales offices worldwide, respectively.

Corporate restructuring for 2025 includes $ 22 of integration-related stock compensation expense attributable to AspenTech and $ 3 attributable to NI, while 2024 includes $ 43 attributable to NI.

The change in the liability for restructuring costs during the years ended September 30 follows:

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Total $ 87 228 203 112

The tables above do not include $ 16 , $ 20 and $ 40 of costs related to restructuring actions incurred in 2024, 2023 and 2022 respectively, that are required to be reported in cost of sales and selling, general and administrative expenses.

The tables above do not include $ 26 , $ 16 and $ 20 of costs related to restructuring actions incurred in 2025, 2024 and 2023 respectively.

(8) EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE

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

The Company recognized non-cash interest income on the note receivable (through the date of the agreement) of $ 86 and $ 41 in 2024 and 2023, respectively, which is reported in Interest income from related party within continuing operations and capitalized to the carrying value of the note.

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The change in the carrying value of goodwill by business segment follows:

Final Control Measurement & Analytical Discrete Automation Safety & Productivity Control Systems & Software Test & Measurement AspenTech Total

Final Control Measurement & Analytical Discrete Automation Safety & Productivity Control Systems & Software Test & Measurement Total

Balance, September 30, 2023 $ 2,660 1,545 892 388 8,995 — 14,480

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Net Investment Hedge

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

The net proceeds from the sale of the euro notes were used for general corporate purposes and to fund a portion of the purchase price of the AspenTech transaction (see Note 4).

In 2019, the Company issued euro-denominated debt of € 1.5 billion, of which € 500 was repaid in 2024.

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Equity Investment

The Company had an equity investment in National Instruments Corporation ("NI"), valued at $ 136 as of September 30, 2023 (reported in Other noncurrent assets), and recognized a mark-to-market gain of $ 56 in 2023.

The Company had an equity investment in National Instruments Corporation ("NI") and recognized a mark-to-market gain of $ 56 in 2023.

On April 12, 2023, Emerson announced an agreement to acquire NI for $ 60 per share in cash for the remaining shares not already owned by Emerson and the transaction closed on October 11, 2023.

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

The fair value of long-term debt was $ 7.0 billion and $ 6.9 billion, respec tively, as of September 30, 2024 and 2023, which was lower than the carrying value by $ 705 and $ 1,275 , respectively.

The fair value of long-term debt was $ 8.2 billion and $ 7.0 billion, respec tively, as of September 30, 2025 and 2024,

which was lower than the carrying value by $ 693 and $ 705 , respectively.

The fair values of foreign currency contracts were reported in Other current assets and Accrued expenses as summarized below:

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Foreign currency $ 31 20 33 23

The fair value of the Company's equity investment in National Instruments falls within Level 1 and was based on the most recent quoted closing market price from its principal exchange for the period ended September 30, 2023.

(12) SHORT-TERM BORROWINGS AND LINES OF CREDIT

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Interest rate for weighted-average short-term borrowings at year end — 4.3 %

In February 2023, the Company entered into a $ 3.5 billion five-year revolving backup credit facility with various banks, which replaced the May 2018 $ 3.5 billion facility.

The credit facility is maintained to support general corporate purposes, including commercial paper borrowings.

The Company has not incurred any borrowings under this or previous facilities.

The credit facility contains no financial covenants and is not subject to termination based on a change of credit rating or material adverse changes.

The facility is unsecured and may be accessed under various interest rate alternatives at the Company’s option.

Fees to maintain the facility are immaterial.

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.

This facility is in addition to the Company's existing $ 3.5 billion five-year revolving backup credit facility with various banks.

Both credit facilities are unsecured and may be accessed under various interest rate alternatives at the Company's option.

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 approximate ly $ 4.2 billion at September 30, 2025.

(13) LONG-TERM DEBT

The details of long-term debt follow:

0.375 % euro notes due May 2024

3.15 % notes due June 2025

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1.95 % notes due October 2030

3.00 % euro notes due March 2031

2.20 % notes due December 2031

6.00 % notes due August 2032

5.00 % notes due March 2035

3.50 % euro notes due March 2037

6.125 % notes due April 2039

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Long-term debt maturing during each of the four years after 2026 is $ 757 , $ 528 , $ 997 and $ 584 , respectively.

Total interest paid on long-term debt was approximately $ 193 , $ 200 and $ 199 in 2024, 2023 and 2022, respectively.

During the year, the Company repaid $ 529 of 0.375 % euro notes that matured in May 2024.

In 2023, the Company repaid $ 500 of 2.625 % notes that matured in February 2023 and AspenTech repaid $ 264 to pay off the outstanding balance on its existing term loan facility plus accrued interest.

The Company maintains a universal shelf registration statement on file with the SEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase units without a

predetermined limit.

Total interest paid on long-term debt was approximate ly $ 221 , $ 193 and $ 200 in 2025, 2024 and 2023, respectively.

During the year, the Company repaid $ 500 of 3.15 % notes that matured in June 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.

The Company used the net proceeds from the sale of the notes and increased commercial paper borrowings (see Note 12), along with cash on hand, to fund the AspenTech transaction (see Note 4).

In 2024, the Company repaid $ 529 of 0.375 % euro notes that matured in May 2024.

Securities can be sold in one or more separate offerings with the size, price and terms to be determined at the time of sale.

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Total retirement plans expense (income) $ ( 2 ) 14 100 98 107 95

Total net periodic pension (income) increased in 2024 primarily due to higher return on plan assets, partially offset by higher interest costs.

Net periodic pension expense (income) includes $ 7 and $ 16 and defined contribution expense includes $ 14 and $ 32 for 2023 and 2022, respectively, related to discontinued operations.

Total net periodic pension (income) decreased in 2025 primarily due to higher amortization of deferred losses and higher service cost, partially offset by lower interest costs.

Net periodic pension expense (income) includes $ 7 and defined contribution expense includes $ 14 for 2023 related to discontinued operations.

For defined contribution plans, the Company makes cash contributions based on plan requirements, which are expensed as incurred.

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defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing b enefits effective October 1, 2016.

Effective January 1, 2025, the Company is implementing a new profit sharing retirement program for all U.S.

Effective January 1, 2025, the Company implemented a new profit sharing retirement program for all U.S.

non-union employees.

Eligible employees will receive a base contribution to a cash balance account administered within the principal U.S.

defined benefit plan, to be funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account.

After December 31, 2024, future service for employees that had continued to accrue benefits in the principal U.S.

defined benefit plan will be frozen.

All of the following tables include defined benefit pension plans related to continuing and discontinued operations.

Eligible employees receive a base contribution to a cash balance account administered within the principal U.S.

defined benefit plan, funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account.

For employees that had continued to accrue benefits in the principal U.S.

defined benefit plan, future service after December 31, 2024 is frozen.

Details of the changes in the actuarial present value of the projected benefit obligation and the fair value of plan assets for defined benefit pension plans follow:

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Pretax accumulated other comprehensive loss $ ( 243 ) ( 242 ) ( 163 ) ( 187 )

Actuarial losses in 2024 were largely due to a decrease in the discount rates used to estimate the benefit obligations for the U.S.

Actuarial gains in 2025 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S.

plans, which were 5.27 % and 5.2 % at September 30, 2025 compared to 4.97 % and 4.7 % at September 30, 2024, respectively.

A ctuarial gains in 2023 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S.

A ctuarial losses in 2024 were largely due to a decrease in the discount rates used to estimate the benefit obligations for the U.S.

p lans, which were 4.97 % and 4.7 % at September 30, 2024 compared to 6.03 % and 5.2 % at September 30, 2023, respectively.

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The NAV category also includes fund investments in private equities, real estate and infrastructure where the fair value of the underlying assets is determined by the investment manager.

Total unfunded commitments for the private equity funds were approximately $ 90 at September 30, 2024.

Total unfunded commitments for the private equity funds were approximate ly $ 71 at September 30, 2025.

These investments cannot be redeemed, but instead the funds will make distributions through liquidation of the underlying assets, which is expected to occur over approximately the next 10 years.

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postretirement plan has been frozen to new employees since 1993.

The postretirement benefit liability for all plans was $ 71 and $ 72 as of September 30, 2024 and 2023, respectively, and included deferred actuarial gains in accumulated other comprehensive income of $ 68 and $ 95 , respectively.

The postretirement benefit liability for all plans wa s $ 61 and $ 71 as of September 30, 2025 and 2024, respectively, and included deferred actuarial gains in accumulated other comprehensive income of $ 59 and $ 68 , respectively.

Service and interest costs are negligible and more than offset by the amortization of deferred actuarial gains, which resulted in net postretirement income of $ 11 for 2025, $ 18 for 2024 and $ 19 for 2023.

Benefits paid

were $ 10 and $ 9 for 2024 and 2023, respectively, and the Company estimates that future health care benefit payments will be approximately $ 7 per year for 2025 through 2029, and $ 27 in total over the five years 2030 through 2034.

were $ 8 and $ 10 for 2025 and 2024, respectively, and the Company estimates that future health care benefit payments will be app roximately $ 6 per year for 2026 through 2030, and $ 23 in total over the five years 2031 through 2035.

(15) CONTINGENT LIABILITIES AND COMMITMENTS

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Test & Measurement purchase accounting — 1.7 —

Russia business exit 2.0 0.2 —

Other 2.1 2.8 2.4

Effective income tax rate 22.1 % 20.6 % 23.7 %

Test & Measurement purchase accounting reflects a lower tax benefit on inventory step-up amortization.

State and local taxes in 2025 include a discrete deferred expense due to the purchase of the remaining shares of AspenTech.

Test & Measurement purchase accounting in 2024 reflects a lower tax benefit on inventory step-up amortization.

The increase in Other in 2024 includes the losses on two small divestitures, which were non-deductible for tax purposes.

See Note 4 for further details.

The increase in Other in 2023 compared to 2022 was driven by a 2 percentage point impact due to an increase in unrecognized tax benefits.

The Company has elected to recognize the tax on global intangible low-taxed income earned by certain of its non-U.S.

subsidiaries as a period expense when it is incurred.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic, and among other things, provides tax relief to businesses.

Tax provisions of the CARES Act included the deferral of certain payroll taxes, relief for retaining employees, and other provisions.

The Company deferred $ 73 of certain payroll taxes through the end of calendar year 2020, of which approximately $ 37 was paid in December 2021 and the remainder paid in December 2022.

See Note 4 for further details related to acquisitions and divestitures.

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 OBBBA did not have a material impact in the current fiscal year.

The Company is currently assessing the impact of the OBBBA on future periods.

tax holidays reduce tax rates in certain jurisdictions.

Approximately 65 percent of the tax holidays expire over the next three years , with the remainder expiring by 2037.

Approximately 60 percent of the tax holidays expire over the next two years , with the remainder expiring by 2038.

Following are changes in unrecognized tax benefits before considering recoverability of any cross-jurisdictional tax credits (U.S.

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The Company accrues interest and penalties related to income taxes in income tax expense.

Total expense (income) recognized was $ 6 , $ 1 and $( 7 ) in 2024, 2023 and 2022, respectively.

Total expense recognized was $ 6 , $ 6 and $ 1 in 2025, 2024 and 2023, respectively.

As of September 30, 2025 and 2024, total accrued interest and penalties were $ 46 and $ 27 , respectively.

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Examinations for U.S.

federal are complete through 2017, except for 2014.

federal are complete through 2019.

The status of state and non-U.S.

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earnings ( 36 ) ( 34 )

Deferred gains ( 596 ) ( 21 )

Other ( 53 ) ( 51 )

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Net deferred income tax liability $ ( 2,074 ) ( 1,742 )

Total income taxes paid were appro ximately $ 950 , $ 3,310 and $ 720 in 2024, 2023 and 2022, respectively.

Taxes paid in 2023 included approximately $ 2.3 billion related to the gains on the sale of the majority stake in Copeland and the InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction.

Taxes related to the Company's sale of its non-controlling common equity interest in Copeland will be paid in 2025.

Approximately

half of the $ 283 of net operating losses can be carried forward indefinitely, while most of the remainder expire over the next 5 years.

Total income taxes paid were appro x imately $ 1,440 , $ 950 and $ 3,310 in 2025, 2024 and 2023, respectively.

Total taxes paid related to the sale of the Company's 40 percent noncontrolling common equity interest in Copeland were approximately $ 0.6 billion in 2025, while taxes related to the Copeland transaction in 2023 were $ 2.3 billion.

See Notes 5 and 8.

Approximately half of the $ 276 of net operating losses can be carried forward indefinitely, while most of the remainder expire over the next 5 years.

(17) STOCK-BASED COMPENSATION

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The terms meet the criteria for equity classification in accordance with ASC 718, Compensation - Stock Compensation , and therefore expense is recognized on a fixed basis over the three-year performance period.

AspenTech also has stock-based compensation plans that are settled in its own stock.

These plans consist of performance shares, restricted stock units and stock options.

As a result of the Company's acquisition of NI, outstanding NI restricted stock units and performance stock units were assumed by Emerson and converted at the time of the acquisition into Emerson time-based restricted stock units, but otherwise subject to the same terms and conditions (including vesting and payment schedule) as the awards originally issued by NI.

Prior to Emerson's purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company in March 2025, AspenTech had stock-based compensation plans that were settled in its own stock.

These plans consisted of performance shares, restricted stock units and stock options.

Upon completion of the transaction, each award of performance shares and restricted stock units that were outstanding and unvested were assumed by Emerson and converted into Emerson time-based restricted stock units, but otherwise subject to the same terms and conditions (including vesting and payment schedule).

The Company also paid $ 76 to settle AspenTech stock options that were outstanding prior to the transaction closing.

As a result of the Company's acquisition of NI in 2024, outstanding NI restricted stock units and performance stock units were assumed by Emerson and converted at the time of the acquisition into Emerson time-based restricted stock units, but otherwise subject to the same terms and conditions (including vesting and payment schedule) as the awards originally issued by NI.

Total compensation expense and income tax benefits for Emerson and AspenTech stock options and incentive shares follows.

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Income tax benefits recognized $ 28 32 35

Stock compensation expense for 2025 includes $ 35 of integration-related stock compensation expense attributable to AspenTech (of which $ 22 was reported as restructuring costs) and $ 12 attributable to NI (of which $ 3 was reported as restructuring costs).

Stock compensation expense for 2024 includes $ 96 related to NI restricted stock units, which includes $ 58 of integration-related stock compensation expense (of which $ 43 was reported as restructuring costs).

As of September 30, 2024, total unrecognized compensation expense related to unvested shares awarded under Emerson plans was $ 190 , which is expected to be recognized over a weighted-average period of 1.1 years, while the total future unrecognized compensation cost related to AspenTech stock options, RSUs and performance stock un its was $ 8 , $ 63 and $ 23 respectively, which is expected to be recorded over a weighted average period of 2.2 years, 2.2 years and 2.6 years, respectively.

As of September 30, 2025, total unrecognized compensation expense related to unvested shares awarded under Emerson plans was $ 247 , which is expected to be recognized over a weighted-average period of 1.2 years.

Emerson Performance Shares, Restricted Stock and Restricted Stock Units

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Incentive shares plans also include restricted stock awards and restricted stock units.

Restricted stock awards involve distribution of common stock to key management employees subject to cliff vesting at the end of service periods ranging from three to ten years while restricted stock units granted to employees vest over a three-year period.

The fair value of restricted stock awards and restricted stock units is determined based on the average of the high and low market prices of the Company's common stock on the date of grant, with compensation expense recognized ratably over the applicable vesting period.

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There were no stock option grants in 2025, 2024 and 2023.

The Company's stock option plans expired in 2021.

Previously awarded stock options allow key officers and employees to purchase common stock at specified prices, which are equal to 100 percent of the closing market price of the Company's stock on the date of grant.

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Tax benefits related to option exercises $ 4 5 3

AspenTech Stock-Based Compensation

As discussed in Note 4, Emerson completed the acquisition of Heritage AspenTech in the third quarter of 2022.

AspenTech, as defined in Note 4, operates as a separate publicly traded company and has various stock-based compensation plans, including stock options, restricted stock units and performance stock units, which are settled in their own common stock and are accounted for as equity awards.

Restricted stock units and performance stock units generally vest over three years .

In fiscal 2023 and 2024, the Company granted performance stock units with both a performance and service condition.

The performance condition relates to the attainment of predefined goals based on annual contract value and free cash flows.

On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the condensed consolidated financial statements.

Option awards have been granted with an exercise price equal to the market closing price of AspenTech's stock on the trading day prior to the grant date.

These options generally vest over four years and expire within seven years or ten years of grant.

AspenTech's policy is to issue new shares upon the exercise of vested stock awards.

Pursuant to the terms of the transaction agreement between Emerson and Heritage AspenTech, each outstanding option to purchase shares of Heritage AspenTech common stock, whether vested or unvested, that was unexercised as of immediately prior to the closing date was converted into an option to acquire shares of AspenTech.

Each converted option is subject to the same terms and conditions as applied to the original option.

In addition, each outstanding award of restricted stock units with respect to shares of Heritage AspenTech common stock that were unvested as of immediately prior to the closing date was converted into an award of restricted stock units with respect to shares of AspenTech.

Each converted restricted stock unit is also subject to the same terms and conditions as applied to the original restricted stock unit.

ASC 805 required the Company to determine the fair value of the AspenTech share-based payment awards related to the replacement of the Heritage AspenTech share-based payment awards, and allocate the total fair value based on the services that are attributable to the pre- and post-combination service periods, respectively.

The portion that is attributable to the pre-combination service period was considered part of the consideration transferred for Heritage AspenTech and included as part of the purchase price.

The portion that is attributable to the post-combination service period is recognized as stock-based compensation expense in the post-combination consolidated financial statements over the remaining requisite service period.

AspenTech Stock Options

AspenTech utilizes the Black-Scholes option valuation model for estimating the fair value of options granted.

The Black-Scholes option valuation model incorporates assumptions regarding expected stock price volatility, the expected life of the option, the risk-free interest rate, dividend yield and the market value of AspenTech's common stock.

The expected stock price volatility is determined based on AspenTech's stock’s historic prices over a period commensurate with the expected life of the award.

The expected life of an option represents the period for which options are expected to be outstanding as determined by historic option exercises and cancellations.

The risk-free

interest rate is based on the U.S.

Treasury yield curve for notes with terms approximating the expected life of the options g ranted.

The expected dividend yield is zero , based on AspenTech's history and expectation of not paying dividends on common shares.

Stoc k-based compensation expense is recognized on a straight-line basis, net of forfeitures as they occur, over the requisite service period for time-vested awards.

There were no stock option grants in 2024.

A summary of AspenTech stock option activity in 2024 is as follows (shares in thousands):

Weighted- Average Exercise Price Per Share Shares Total

Intrinsic Value of Shares Average Remaining Contractual Term (Years)

Beginning of year $ 161.26 974

Granted $ — —

Exercised $ 104.86 ( 217 )

Canceled / Forfeited $ 118.38 ( 76 )

End of year $ 159.47 681 $ 66 5.6

Exercisable at end of year $ 133.36 563 $ 59 5.2

Vested and expected to vest at September 30, 2024

$ 142.10 676 $ 65 5.6

The total intrinsic value of options exercised during 2024 was $ 15 .

Cash proceeds of $ 25 from issuances of shares of AspenTech common stock were received during 2024.

AspenTech Restricted Stock Units and Performance Stock Units

A summary of AspenTech restricted stock unit and performance stock unit activity in 2024 is as follows (shares in thousands):

Weighted- Average Grant Date Fair Value Shares

Beginning of year $ 193.17 653

Granted $ 230.22 263

Settled $ 192.52 ( 306 )

Canceled / Forfeited $ 196.48 ( 95 )

End of year $ 212.13 515

Vested and expected to vest at September 30, 2024

In 2024 , AspenTech granted additional performance stock units with a performance condition and service

The 2024 performance stock units vest on a cliff basis in three years based upon the achievement of predefined performance goals, with no ability for the awards to vest on an accelerated basis.

The performance goal relates to (i) growth in annual contract value over the performance period and (ii) cumulative free cash flow over the performance period.

Up to 150 percent of the performance stock units could vest upon achievement of the performance goals.

Conversely, if a minimum performance goal is not met, none of the performance stock units will vest.

During 2024, the total fair value of vested shares from AspenTech RSU grants amounted to $ 62 .

Withholding taxes of $ 21 were paid on vested RSUs during 2024.

In 2023, AspenTech granted performance stock units with a performance condition and service condition.

These performance stock units vest on a cliff basis in three years based upon the achievement of predefined performance goals, with the ability for 25 percent of granted awards to vest on an accelerated basis in each of the first two years.

The performance goal relates to the sum of (i) annual contract value growth and (ii) free cash flow margin over the

performance period.

Up to 175 percent of the performance stock units could vest upon achievement of the performance goals.

Conversely, if a minimum performance goal is not met, none of the performance stock units will vest.

At September 30, 2024, common stock reserved for future issuance under all AspenTech equity compensation plans was 4 million shares.

(18) COMMON AND PREFERRED STOCK

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Other comprehensive income (loss), net of tax of $ 26 , $ 17 and $ 42 , respectively

( 636 ) 158 356

Purchase of noncontrolling interest — — 3

Reclassification to loss on divestiture of business 95 23 —

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(20) BUSINESS SEGMENTS INFORMATION

As a result of the Company's acquisition of NI, which is now referred to as Test & Measurement and reported as a new segment in the Software and Control business group (see Note 4), the Company now reports seven segments and two business groups, which are highlighted in the table below.

As disclosed in Note 4, on March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company.

As a result of the transaction, AspenTech is now a wholly owned subsidiary of the Company.

AspenTech was reorganized upon completion of the transaction and now reports to Control Systems & Software leadership.

AspenTech's results, which were previously reported as a separate segment, are now consolidated into the Control Systems & Software segment for all periods presented.

Prior year amounts have been reclassified to conform to the current year presentation.

In 202 4, the Company completed the acquisition of NI on October 11, 2023.

NI is now referred to as Test & Measurement and reported as a segment in the Software and Control business group.

INTELLIGENT DEVICES SOFTWARE AND CONTROL

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These technologies determine optimal settings with software based on a customer's specific algorithms and use that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency, sustainability and safety.

These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity.

These solutions include distributed control systems, safety instrumented s ystems, SCADA systems, application software, digital twins, asset performance management and cybersecurity.

Control Systems & Software solutions are predominantly used by process and hybrid manufacturers.

The Test & Measurement segment provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost.

The Test & Measurement business spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software.

AspenTech is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance.

This segment also includes the AspenTech business, which is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance.

AspenTech combines decades of modeling, simulation and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets.

The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions.

The Test & Measurement segment provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost.

The Test & Measurement business spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software.

The principal distribution method for each segment is direct sales forces, although the Company also uses independent sales representatives and distributors.

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The primary income measure used for assessing segment performance and making operating decisions is earnings before interest and income taxes.

In the statements below, Other deductions is largely comprised of restructuring, intangibles amortization and foreign currency transaction (gains) losses.

Certain expenses are reported at Corporate, including stock compensation expense and a portion of pension and postretirement benefit costs.

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Summarized below is information about the Company's operations by business segment and by geography.

Business Segments

Sales Earnings (Loss) Total Assets

The chief operating decision maker ("CODM") is the Company's President and Chief Executive Officer.

The CODM regularly reviews the financial information presented below, including against forecasted results, to assess each segment's operating performance and to make resource allocation decisions.

The following tables present the financial results for each segment.

Final Control Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement Software & Control

Net Sales $ 3,970 3,595 2,635 1,388 11,588 3,648 — 3,648

Cost of sales 2,177 1,648 1,387 795 6,007 1,818 — 1,818

Selling, general and administrative expenses 829 972 680 269 2,750 1,058 — 1,058

Other deductions, net 99 39 59 18 215 350 — 350

Earnings (Loss) $ 865 936 509 306 2,616 422 — 422

Final Control Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement Software & Control

Net Sales $ 4,204 4,061 2,506 1,390 12,161 3,935 1,464 5,399

Cost of sales 2,246 1,799 1,334 796 6,175 1,883 387 2,270

Selling, general and administrative expenses 862 1,097 640 265 2,864 1,118 723 1,841

Other deductions, net 119 109 66 21 315 362 644 1,006

Earnings (Loss) $ 977 1,056 466 308 2,807 572 ( 290 ) 282

Final Control Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement Software & Control

Net Sales $ 4,380 4,143 2,521 1,356 12,400 4,205 1,486 5,691

Cost of sales 2,323 1,843 1,340 773 6,279 1,917 381 2,298

Selling, general and administrative expenses 869 1,101 645 264 2,879 1,073 734 1,807

Other deductions, net 107 87 67 28 289 320 439 759

Earnings (Loss) $ 1,081 1,112 469 291 2,953 895 ( 68 ) 827

The following table reconciles the total segment results from the tables above to the Company's consolidated results.

Sales Earnings (Loss)

2023 2024 2025 2023 2024 2025

Final Control $ 3,607 3,970 4,204 $ 592 865 977 $ 4,805 5,614 5,706

Measurement & Analytical 3,215 3,595 4,061 785 936 1,056 4,395 3,976 4,122

Discrete Automation 2,612 2,635 2,506 542 509 466 2,284 2,493 2,470

Safety & Productivity 1,402 1,388 1,390 250 306 308 1,125 1,238 1,228

Intelligent Devices 10,836 11,588 12,161 2,169 2,616 2,807 12,609 13,321 13,526

Control Systems & Software 2,398 2,606 2,842 437 529 645 1,700 2,151 2,262

Test & Measurement — — 1,464 — — ( 290 ) — — 9,210

AspenTech 656 1,042 1,093 12 ( 107 ) ( 73 ) 14,484 14,048 13,641

Software and Control 3,054 3,648 5,399 449 422 282 16,184 16,199 25,113

Segment Totals $ 15,236 17,560 18,091 $ 3,038 3,089 3,780

Corporate items:

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Unallocated pension and postretirement costs 171 144 109

Corporate and other (includes assets held-for-sale) ( 419 ) ( 224 ) ( 664 ) 6,879 13,226 5,607

Corporate and other ( 224 ) ( 664 ) ( 455 )

Loss on Copeland note receivable — ( 279 ) —

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Total $ 15,165 17,492 18,016 $ 2,903 2,020 2,934

In 2025 , stock compensation included $ 35 of integration-related stock compensation expense attributable to AspenTech (of which $ 22 was reported as restructuring costs) and $ 12 attributable to NI (of which $ 3 was reported as restructuring costs).

In 2024, stock compensation included $ 58 of integration-related stock compensation expense attributable to NI (of which $ 43 was reported as restructuring costs).

Corporate and other includes acquisition/divestiture fees and related costs of $ 205 ( $ 109 of which is reported in operating profit) , $ 84 ( $ 15 of which is reported in operating profit) and $ 91 for 2024, 2023 and 2022, respectively.

Additionally, in 2024, Corporate and other includes acquisition-related inventory step-up amortization of $ 231 and divestiture losses totaling $ 48 , while 2023 includes a loss of $ 47 r elated to the Company's exit of business operations in Russia compared to a loss of $ 181 in 2022.

Corporate and other for 2025, 2024 and 2023, respectively, includes acquisition/divestiture fees and related costs of $ 255 ($ 42 of which is reported in operating profit;

amounts primarily relate to AspenTech), $ 205 ( $ 109 of which is reported in operating profit) , and $ 84 ( $ 15 of which is reported in operating profit).

Corporate and other in 2023 also included a mark-to-market gain of $ 24 related to foreign currency forward contracts entered into by AspenTech and a mark-to-market gain of $ 56 related to the Company's equity investment in National Instruments Corporation (see Note 6).

Total Assets Depreciation

and Amortization Capital

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Test & Measurement — 9,210 8,809 — 607 476 — 27 29

AspenTech 242 492 493 4 6 7

Software and Control 16,199 25,113 24,567 582 1,201 1,026 39 73 80

Corporate and other 33 37 46 21 47 62

Corporate and other (includes assets held-for-sale) 13,226 5,607 3,413 37 46 44 47 62 35

Total $ 42,746 44,246 41,964 $ 1,051 1,689 1,518 $ 363 419 431

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Test & Measurement — — — — 654 389 421 1,464

AspenTech 362 140 154 656 470 286 286 1,042

Software and Control 1,729 1,104 815 3,648 2,516 1,570 1,313 5,399

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Test & Measurement 696 391 399 1,486

AspenTech 540 261 292 1,093

Software and Control 2,738 1,629 1,324 5,691

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Total $ 1,051 1,689 1,518

(a) Amortization of intangibles includes $ 560 related to the NI acquisition in 2024, while 2024, 2023 and 2022 includes $ 398 , $ 397 and $ 148 ($ 14 of which is reported as a restructuring related cost), respectively, related to the Heritage AspenTech acquisition.

(a) Amortization of intangibles includes $ 425 and $ 560 related to the NI acquisition in 2025 and 2024, respectively.

Items reported in other noncurrent assets included the following:

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Employee compensation $ 706 740

Income taxes $ 587 130

Operating lease liabilities (current) $ 158 138

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Emerson Electric Co.

common stock (symbol EMR) is listed on the New York Stock Exchange and NYSE Chicago.

(23) SUBSEQUENT EVENTS

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $ 240 per share in cash.

The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

common stock (symbol EMR) is listed on the New York Stock Exchange and NYSE Texas.

Report of Independent Registered Public Accounting Firm

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate beca use of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicat ed or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicat ed or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of Audit Evidence over Net Sales

As discussed in Notes 1, 2 and 20 to the Company’s consolidated financial statements, and disclosed in the consolidated statement of earnings, the Company recorded $17.5 billion of net sales in 2024.

As discussed in Notes 1, 2 and 20 to the Company’s consolidated financial statements, and disclosed in the consolidated statements of earnings, the Company record ed $18.0 billion of net sales in 2025.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter.

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• evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of amounts.

• Assessed the recorded net sales by selecting a sample of transactions and compared the amounts recognized for consistency with underlying documentation, including contracts with customers and shipping documentation.

Evaluation of the Acquisition Date Fair Value of Certain Acquired Intangible Assets

As discussed in Notes 4 and 8 to the consolidated financial statements, on October 11, 2023, the Company completed the acquisition of National Instruments Corporation for a total purchase consideration of $8.7 billion.

The estimated intangible assets attributable to the transactions included customer relationships and developed technology intangible assets with acquisition date fair values of $3.36 billion and $1.57 billion, respectively.

We identified the evaluation of the acquisition date fair value of the customer relationships and developed technology intangible assets as a critical audit matter.

A high degree of subjective and complex auditor judgment was required to evaluate key assumptions used to value these acquired intangible assets.

Specifically, key assumptions included projected revenue and customer attrition for the customer relationships intangible asset and projected revenue and obsolescence rates for the developed technology intangible asset.

Changes to these assumptions could have had a significant impact on the fair value of such assets.

valuation professionals with specialized skills and knowledge were needed to assist in the evaluation of the customer attrition and obsolescence rates assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s business combination process, including controls related to the development of the projected revenue, customer attrition, and obsolescence rate assumptions used in the Company’s valuations of intangible assets.

We evaluated the projected revenue used by the Company by (1) comparing to historical results of the acquired entity and publicly available information for peer companies and (2) inquiring of individuals outside of the accounting function about projected revenue and the process used to develop it.

In addition, we compared the Company’s projected revenue for the acquired entity to their actual revenue subsequent to the acquisition to evaluate the C ompany’s ability to forecast.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company's customer attrition rate by comparing it to historical attrition experienced by the acquired company

• evaluating the obsolescence rates by comparing them to companies within the same industry as well as comparable historical transactions

• assessed the recorded net sales for certain locations by selecting a sample of transactions and compared the amounts recognized to underlying documentation, including contracts with customers and shipping documentation.

• assessed the recorded net sales for certain locations by performing a software-assisted data analysis to test relationships among certain revenue transactions.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We or our predecessor firms have served as the Company’s auditor since 1938.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data