What changed in this filing

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Item 1. Financial Statements

2026-02-03 compared with 2025-08-06 · 235 added, 529 removed, 387 unchanged (66% of the section changed)

3 unchanged sentences

& SUBSIDIARIES

Three and nine months ended June 30, 2024 and 2025

Three months ended December 31, 2024 and 2025

(Dollars in millions, except per share amounts;

Three Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

Net sales $ 4,175 4,346

1 unchanged sentence

Selling, general and administrative expenses 1,224 1,242

Gain on subordinated interest — — ( 79 ) —

Loss on Copeland note receivable 279 — 279 —

Other deductions, net 228 204

Interest expense (net of interest income of $ 44 and $ 26 , respectively)

56 95 157 145

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

Earnings from continuing operations before income taxes 455 734 1,341 2,138

Earnings before income taxes 775 775

Income taxes 182 169

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

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

( 15 ) 6 ( 88 ) 7

Net earnings 593 606

1 unchanged sentence

Net earnings common stockholders $ 585 605

Earnings common stockholders:

Earnings from continuing operations 344 580 1,060 1,650

Discontinued operations ( 15 ) 6 ( 88 ) 7

Net earnings common stockholders $ 329 586 972 1,657

Basic earnings per share common stockholders:

Earnings from continuing operations $ 0.60 1.03 1.85 2.92

Discontinued operations ( 0.02 ) 0.01 ( 0.15 ) 0.01

Basic earnings per common share $ 0.58 1.04 1.70 2.93

Diluted earnings per share common stockholders:

Earnings from continuing operations $ 0.60 1.03 1.84 2.91

Discontinued operations ( 0.03 ) 0.01 ( 0.15 ) 0.01

Diluted earnings per common share $ 0.57 1.04 1.69 2.92

Earnings per share:

Basic $ 1.03 1.08

Diluted $ 1.02 1.07

Weighted average outstanding shares:

5 unchanged sentences

& SUBSIDIARIES

Three and nine months ended June 30, 2024 and 2025

Three months ended December 31, 2024 and 2025

(Dollars in millions;

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

2024 2025 2024 2025

Three Months Ended December 31,

Net earnings $ 593 606

12 unchanged sentences

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

Sept 30, 2024 June 30, 2025

Sept 30, 2025 Dec 31, 2025

Current assets

35 unchanged sentences

& SUBSIDIARIES

Three and nine months ended June 30, 2024 and 2025

Three months ended December 31, 2024 and 2025

(Dollars in millions;

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

2024 2025 2024 2025

Three Months Ended December 31,

Common stock $ 477 477

2 unchanged sentences

Stock plans ( 56 ) ( 92 )

AspenTech purchases of common stock ( 34 ) — ( 108 ) —

Purchase of noncontrolling interest — — — ( 1,400 )

Settlement of AspenTech share awards — — — ( 76 )

Reclass negative APIC to retained earnings — 23

22 unchanged sentences

Beginning balance 5,873 16

Net earnings (loss) 23 — 15 ( 48 )

Net earnings 8 1

Stock plans 15 —

AspenTech purchases of common stock ( 25 ) — ( 80 ) —

Dividends paid — ( 1 )

Purchase of noncontrolling interest — — — ( 5,832 )

Other comprehensive income ( 7 ) ( 1 )

5 unchanged sentences

& SUBSIDIARIES

Nine Months Ended June 30, 2024 and 2025

Three Months Ended December 31, 2024 and 2025

(Dollars in millions;

Nine Months Ended

Three Months Ended

Operating activities

Net earnings $ 593 606

Earnings from discontinued operations, net of tax 88 ( 7 )

Adjustments to reconcile net earnings to net cash provided by operating activities:

1 unchanged sentence

Stock compensation 68 55

Amortization of acquisition-related inventory step-up 231 —

Gain on subordinated interest ( 79 ) —

Loss on Copeland note receivable 279 —

Changes in operating working capital ( 154 ) ( 357 )

Other, net ( 113 ) 36

Cash from continuing operations 2,244 2,664

Cash from discontinued operations 4 ( 576 )

Cash provided by operating activities 777 699

2 unchanged sentences

Purchases of businesses, net of cash and equivalents acquired ( 37 ) —

Proceeds from subordinated interest 79 —

Other, net ( 22 ) ( 28 )

Cash from continuing operations ( 8,600 ) ( 393 )

Cash from discontinued operations 36 —

Cash used in investing activities ( 142 ) ( 125 )

Financing activities

Net increase in short-term borrowings 2,229 1,419

Net increase (decrease) in short-term borrowings 2 ( 485 )

Proceeds from short-term borrowings greater than three months — 3,473

Payments of short-term borrowings greater than three months — ( 2,099 )

Proceeds from long-term debt — 1,544

Payments of long-term debt ( 2 ) ( 587 )

1 unchanged sentence

Purchases of common stock ( 899 ) ( 250 )

AspenTech purchases of common stock ( 188 ) —

Purchase of noncontrolling interest — ( 7,244 )

Settlement of AspenTech share awards — ( 76 )

Other, net ( 91 ) ( 104 )

Cash provided by (used in) financing activities 583 ( 3,019 )

Cash used in financing activities ( 1,291 ) ( 364 )

Effect of exchange rate changes on cash and equivalents ( 98 ) ( 6 )

Decrease in cash and equivalents ( 5,753 ) ( 1,369 )

Increase (decrease) in cash and equivalents ( 754 ) 204

Beginning cash and equivalents 3,588 1,544

18 unchanged sentences

generally accepted accounting principles (GAAP).

Results are computed independently each period;

as a result, the quarterly amounts may not sum to the calculated year-to-date figures.

For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2025.

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

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of Aspen Technology, Inc.

("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.

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

See Notes 4 and 15.

On November 20, 2025, Emerson announced that with the completion of the Company's transformation, it has revised its management organization and updated its reportable segments.

Effective in fiscal 2026, Emerson now reports results for five segments:

Control Systems & Software and Test & Measurement, which are combined and reported as the Software & Systems group;

Sensors and Final Control, which are combined and reported as the Intelligent Devices group;

and Safety & Productivity.

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

See Note 13 for further details.

(2) REVENUE RECOGNITION

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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 June 30, 2025

Sept 30, 2025 Dec 31, 2025

Unbilled receivables (contract assets) $ 1,891 1,900

2 unchanged sentences

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

Revenue recognized for the three months ended December 31, 2025 included $ 428 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 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.

Revenue recognized for the three months ended December 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 December 31, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 9.2 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 .

1 unchanged sentence

Reconciliations of weighted-average shares for basic and diluted earnings per common share follow.

Diluted earnings per share are calculated using the two-class method.

Earnings allocated to participating securities were inconsequential.

Three Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

Basic shares outstanding 568.5 561.8

4 unchanged sentences

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 15.

National Instruments

On October 11, 2023, the Company completed the acquisition of National Instruments Corporation (“NI”).

NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $ 1.7 billion and pretax earnings of approximately $ 170 for the 12 months ended September 30, 2023.

NI is now referred to as Test & Measurement and reported as a new segment in the Software and Control business group, see Note 15.

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

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

Payoff of NI debt at closing 634

Total consideration paid in cash at closing 8,467

Fair value of NI shares already owned by Emerson prior to acquisition 137

Value of stock-based compensation awards attributable to pre-combination service 49

Total purchase consideration $ 8,653

Pro Forma Financial Information

The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of NI occurred on October 1, 2022.

The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts).

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

Net Sales $ 4,380 12,892

Net earnings from continuing operations common stockholders $ 374 1,396

Diluted earnings per share from continuing operations $ 0.65 2.43

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.

The purchase of the remaining outstanding shares and related costs were reported as an adjustment to Equity in 2025.

Separately, AspenTech incurred $ 127 ($ 113 after-tax) of deal-related fees which were reported as acquisition/divestiture costs in Other deductions, net in 2025.

AspenTech is now reported as a part of the Control Systems & Software segment in the Software & Systems business group, see Note 13.

Other Transactions

1 unchanged sentence

The Company recognized goodwill of $ 32 ( none of which is expected to be tax deductible) and other identifiable intangible assets of $ 20 , consisting of developed technology and customer relationships with a weighted-average useful life of approximately 5 years.

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

In addition, the Company divested a small business in the Final Control segment and recognized a non-cash loss of $ 39 .

(5) DISCONTINUED OPERATIONS

On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business to private equity funds managed by Blackstone in a $ 14.0 billion transaction.

As a part of this transaction, Emerson received a note receivable with a face value of $ 2.25 billion and retained a 40 percent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone named Copeland.

Subsequently, on June 6, 2024, the Company entered into a definitive agreement to sell its 40 pe rcent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $ 1.5 billion .

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

See Note 10 for further details.

Results from discontinued operations were as follows:

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

2024 2025 2024 2025

Net sales $ — — — —

Cost of sales — — — —

Gain on sale of business — — — —

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

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

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

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 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.

(5) PENSION & POSTRETIREMENT PLANS

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

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

2024 2025 2024 2025

Three Months Ended December 31,

Service cost $ 18 19

7 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2024 2025 2024 2025

Amortization of intangibles (intellectual property and customer relationships) $ 229 205

2 unchanged sentences

Foreign currency transaction (gains) losses 1 13

Loss on divestiture of business — — 39 —

Other ( 26 ) ( 24 )

Total $ 228 204

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.

For the three months ended December 31, 2025, the decrease in intangibles amortization was largely due to backlog amortization of $ 26 in the prior year related to the AspenTech acquisition.

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

(7) RESTRUCTURING COSTS

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 nine months of the year.

The Company expects fiscal 2026 restructuring expense and related costs to be approximately $ 100 , including costs to complete actions initiated in the first three months of the year.

Restructuring expense by business segment follows:

Three Months Ended June 30, Nine Months Ended

2024 2025 2024 2025

Final Control $ 5 3 1 6

Measurement & Analytical 3 2 7 5

Discrete Automation 16 6 33 17

Safety & Productivity 1 ( 1 ) 2 —

Intelligent Devices 25 10 43 28

Three Months Ended December 31,

Control Systems & Software $ 2 1

Test & Measurement ( 1 ) —

Software and Control 27 7 85 19

Software & Systems 1 1

Final Control 7 2

Intelligent Devices 8 7

Safety & Productivity 1 1

Corporate 1 —

Total $ 57 37 170 70

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

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

Sept 30, 2025 Expense Utilized/Paid Dec 31, 2025

Severance and benefits $ 116 4 25 95

1 unchanged sentence

Total $ 120 9 31 98

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 $ 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.

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

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 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, 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

Gross profit $ 441 $ 1,198

Income (loss) from continuing operations $ ( 40 ) $ ( 280 )

Net income (loss) $ ( 40 ) $ ( 280 )

Net income (loss) attributable to shareholders $ ( 40 ) $ ( 278 )

The tables above do not includ e $ 2 a nd $ 2 of costs related to restructuring actions incurred for the three months ended December 31, 2025 and 2024, respectively.

Income taxes were $ 169 in the first quarter of fiscal 2026 and $ 182 in 2025, resulting in effective tax rates of 22 percent and 24 percent, respectively.

In the current year, the One Big Beautiful Bill Act (the "OBBBA") increased the effective tax rate by approximately 1 percentage point due to a lower tax deduction for foreign derived intangible income from the change to domestic research and development in fiscal 2026.

Excluding the impact related to the OBBBA, the lower rate in the current year reflected favorable tax items compared to unfavorable items in the prior year.

(9) OTHER FINANCIAL INFORMATION

Sept 30, 2024 June 30, 2025

Sept 30, 2025 Dec 31, 2025

Finished products $ 520 563

6 unchanged sentences

Goodwill by business segment

Final Control $ 2,702 2,713

Measurement & Analytical 1,576 1,593

Discrete Automation 919 935

Safety & Productivity 404 415

Intelligent Devices 5,601 5,656

Control Systems & Software $ 9,095 9,096

Test & Measurement 3,468 3,463

Software and Control 12,466 12,502

Software & Systems 12,563 12,559

Sensors 1,604 1,602

Final Control 3,400 3,396

Intelligent Devices 5,004 4,998

Safety & Productivity 626 625

Total $ 18,193 18,182

Sept 30, 2024 June 30, 2025

Other intangible assets

2 unchanged sentences

Net carrying amount $ 9,458 9,205

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

Depreciation and amortization expense include the following:

Other intangible assets include customer relationships, net, of $ 5,657 and $ 5,801 and intellectual property, net, of $ 3,292 and $ 3,411 as of December 31, 2025 and September 30, 2025, respectively.

Three Months Ended December 31,

Depreciation and amortization expense includes the following:

Depreciation expense $ 83 84

Amortization of intangibles (includes $ 49 and $ 49 reported in Cost of Sales, respectively)

313 269 958 826

Amortization of capitalized software 22 21

Total $ 383 359

Sept 30, 2024 June 30, 2025

Other assets include the following:

Sept 30, 2025 Dec 31, 2025

Items reported in other noncurrent assets include the following:

Pension assets $ 1,229 1,247

2 unchanged sentences

Deferred income taxes 79 75

Accrued expenses include the following:

Asbestos-related insurance receivables 55 52

Items reported in accrued expenses include the following:

Customer advances (contract liabilities) $ 1,031 1,088

3 unchanged sentences

Product warranty 90 85

Other liabilities include the following:

Items reported in other liabilities include the following:

Deferred income taxes $ 1,822 1,792

1 unchanged sentence

Pension and postretirement liabilities 467 454

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 revolving backup credit facility.

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 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.

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

Asbestos litigation 131 126

(10) FINANCIAL INSTRUMENTS

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

Hedging Activities – As of December 31, 2025, the notional amount of foreign currency hedge positions was approximately $ 4.2 billion.

All derivatives receiving hedge accounting are cash flow hedges.

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.

The majority of hedging gains and losses deferred as of December 31, 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.

Cash flows related to foreign currency hedges are classified within operating cash flows.

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

Additionally, 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 March 2025 euro notes were used for general corporate purposes and to fund a portion of the purchase price of the AspenTech transaction (see Note 4).

During the quarter, the Company repaid an additional € 500 of 1.25 % euro notes that matured in October 2025.

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

The euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations.

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 nine months ended June 30, 2024 and 2025:

Cash flows related to the euro-denominated debt are classified within financing cash flows.

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

Three Months Ended

Into Earnings Into OCI

3rd Quarter Nine Months 3rd Quarter Nine Months

Gains (Losses) Location 2024 2025 2024 2025

Foreign currency

— 1 — 5 5 ( 7 ) 7 5

Foreign currency

Cost of sales

3 — 9 ( 1 ) ( 10 ) 7 ( 3 ) 11

Foreign currency

Other deductions, net

( 12 ) 29 ( 23 ) ( 4 )

Net Investment Hedges

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

As of December 31, 2025, the fair value of long-term debt was approximately $ 7.6 billion, which was lower than the carrying value by $ 694 .

The fair value of foreign currency contracts, which are reported in Other current assets and Accrued expenses, did not materially change since September 30, 2025.

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 June 30, 2025.

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

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

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

Three Months Ended December 31,

Foreign currency translation

2 unchanged sentences

( 485 ) ( 19 )

Purchase of noncontrolling interest — — — 3

Reclassification to loss on divestiture of business — — 23 —

Ending balance ( 1,101 ) ( 584 )

2 unchanged sentences

Amortization of deferred actuarial losses into earnings, net of tax of $( 1 ) and $( 1 ), respectively

( 12 ) 4 ( 36 ) 10

Ending balance ( 242 ) ( 265 )

3 unchanged sentences

Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $ — and $ 2 , respectively

( 2 ) ( 1 ) ( 7 ) ( 3 )

Ending balance 3 21

Accumulated other comprehensive income (loss) $ ( 1,340 ) ( 828 )

(12) STOCK-BASED COMPENSATION

In 2025, the Board of Directors of the Company adopted and shareholders approved the 2025 Employee Stock Purchase Plan (the “ESPP”), and the plan commenced on January 1, 2026.

The ESPP permits eligible employees to purchase shares of common stock at a discount through payroll deductions with a maximum of 10 million shares of common stock available to be issued over the term of the plan.

The shares purchasable under the ESPP shall be shares of authorized but unissued or reacquired common stock, including shares of common stock purchased on the open market.

(13) BUSINESS SEGMENTS

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.

On November 20, 2025, Emerson announced that with the completion of the Company's portfolio transformation, it has revised its management organization and updated its reportable segments.

Effective in fiscal 2026, Emerson now reports results for five segments which are described in further detail below.

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

In 2024, 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.

The Control Systems & Software segment delivers a portfolio of automation systems, intelligent software and industrial AI solutions.

This segment empowers industrial organizations worldwide to harness data, optimize performance and achieve operational excellence on the plant level and across the enterprise.

Featuring market-leading brands and technologies – including DeltaV™ and Ovation™ control systems and AspenTech’s asset optimization software – this segment integrates advanced automation, edge-to-cloud analytics and AI.

These solutions enable customers to make faster, smarter decisions, boost productivity and accelerate their digital transformation in complex environments.

This segment also now includes programmable automation controllers, which were previously reported in the former Discrete Automation segment.

The Test & Measurement segment offers an integrated portfolio of intelligent test platforms, modular hardware and powerful software to accelerate innovation, reduce complexity and enhance product quality.

With automated test solutions, the NI brand delivers flexible, AI-enabled tools that provide insights and adaptability for measurement and control challenges across diverse industries.

Featuring open software architectures, flexible hardware systems and expert services, Test & Measurement enables customers to connect data and automation, optimize testing processes and assist in reliable performance.

By integrating advanced analytics and automation technologies, these solutions help companies drive efficiency and respond quickly to evolving demands.

The Control Systems & Software and Test & Measurement segments are combined and reported as the Software & Systems group.

The Sensors segment (formerly described as Measurement & Analytical) deli vers leading sensing and measurement solutions that provide real-time, reliable data for the world’s most essential applications.

Leveraging innovative technologies and trusted brands like Rosemount and Micro Motion, the segment helps customers to monitor critical parameters, optimize operations and support safer, more sustainable performance.

With a comprehensive portfolio that includes secure, wireless and non-intrusive instrumentation, Emerson’s Sensors segment empowers organizations to detect, analyze and respond to changing conditions in even the harshest environments.

By integrating advanced sensors with automation platforms and analytics, these solutions help customers unlock operational insights, ensure compliance and accelerate pro ductivity at scale.

The Final Control segment is a leading supplier of valves, digital valve controllers, actuators and regulators engineered to excel in the most demanding conditions.

Anchored by trusted brands like Fisher, ASCO and Bettis, the segment empowers customers to precisely manage the flow of liquids and gases for safer, more reliable and efficient operations.

This segment also now includes the fluid & motion control business from the former Discrete Automation segment.

With solutions spanning control, isolation and pressure relief valves, as well as solenoid and pneumatic valves, valve position indicators, cylinders, air preparation equipment and electric linear motion, Final Control supports critical applications across a wide range of industries.

By combining deep expertise with leading technologies, these solutions help customers optimize performance and drive long-term sustainability.

The Sensors and Final Control segments are combined and reported as the Intelligent Devices group.

The Safety & Productivity segment delivers innovative tools, connected equipment and technologies that empower professionals in the mechanical, electrical and plumbing industries.

The segment provides a comprehensive range of mechanical, electrical and diagnostic solutions to support critical infrastructure, promote safety and drive productivity across construction, maintenance and industrial environments.

Recently expanded to include the electrical equipment and materials joining businesses from the former Discrete Automation segment, Safety & Productivity combines rugged performance with intelligent design and advanced connectivity.

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

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

Sales Earnings (Loss) Sales Earnings (Loss)

2024 2025 2024 2025 2024 2025 2024 2025

Final Control $ 1,046 1,116 253 267 3,037 3,165 706 770

Measurement & Analytical 982 1,014 252 246 2,942 2,992 761 796

Discrete Automation 618 649 109 118 1,863 1,844 322 333

Safety & Productivity 351 346 79 73 1,038 996 230 216

Intelligent Devices 2,997 3,125 693 704 8,880 8,997 2,019 2,115

Control Systems & Software 1,043 1,083 217 267 2,940 3,138 474 713

Test & Measurement 355 361 ( 88 ) ( 26 ) 1,104 1,079 ( 245 ) ( 63 )

Software and Control 1,398 1,444 129 241 4,044 4,217 229 650

Three Months Ended December 31,

Control Systems & Software Test & Measurement Software & Systems Sensors Final Control Intelligent Devices Safety & Productivity

Net Sales $ 1,023 359 1,382 972 1,334 2,306 487

Cost of sales 451 89 540 424 698 1,122 276

Selling, general and administrative expenses 277 175 452 260 298 558 110

Other deductions, net 87 108 195 3 33 36 5

Earnings (Loss) $ 208 ( 13 ) 195 285 305 590 96

Three Months Ended December 31,

Control Systems & Software Test & Measurement Software & Systems Sensors Final Control Intelligent Devices Safety & Productivity

Net Sales $ 1,044 409 1,453 996 1,394 2,390 503

Cost of sales 481 103 584 445 722 1,167 285

Selling, general and administrative expenses 277 184 461 270 313 583 112

Other deductions, net 54 108 162 15 28 43 9

Earnings (Loss) $ 232 14 246 266 331 597 97

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

Earnings (Loss)

Three Months Ended December 31,

Segment Totals $ 881 940

Corporate items:

Stock compensation ( 68 ) ( 55 )

( 56 ) ( 71 ) ( 203 ) ( 198 )

Unallocated pension and postretirement costs 27 29

Corporate and other ( 57 ) ( 49 )

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

Gain on subordinated interest — — 79 —

Eliminations/Interest ( 15 ) ( 16 ) ( 56 ) ( 95 ) ( 51 ) ( 53 ) ( 157 ) ( 145 )

Interest income from related party 24 — 86 —

Interest expense, net ( 8 ) ( 90 )

Total $ 775 775

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 June 30, Nine Months Ended June 30,

Stock compensation for the three months ended December 31, 2025 included $ 4 of integration-related stock compensation expense.

Corporate and other for the three months ended December 31, 2025 included acquisition/divestiture fees and related costs of $ 7 compared to $ 22 in the prior year.

Additional segment financial information is presented in the tables below:

Total Assets Depreciation and Amortization

As of December 31, Three Months Ended December 31,

2024 2025 2024 2025

Final Control $ 41 39 120 120

Measurement & Analytical 32 32 105 95

Discrete Automation 22 22 65 64

Safety & Productivity 14 15 43 45

Intelligent Devices 109 108 333 324

Control Systems & Software $ 16,036 15,995 $ 149 122

Test & Measurement 8,964 8,722 118 119

Software and Control 298 253 898 783

Software & Systems 25,000 24,717 267 241

Sensors 3,995 4,209 31 33

Final Control 7,146 7,541 55 56

Intelligent Devices 11,141 11,750 86 89

Safety & Productivity 1,779 1,887 19 19

Corporate and other 4,690 3,585 11 10

Total $ 42,610 41,939 $ 383 359

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 June 30, Three Months Ended June 30,

Three Months Ended December 31, Three Months Ended December 31,

Americas AMEA Europe Total Americas AMEA Europe Total

Final Control $ 509 398 139 1,046 561 410 145 1,116

Measurement & Analytical 488 345 149 982 510 351 153 1,014

Discrete Automation 294 154 170 618 319 161 169 649

Safety & Productivity 262 18 71 351 265 18 63 346

Intelligent Devices 1,553 915 529 2,997 1,655 940 530 3,125

Control Systems & Software $ 494 303 226 1,023 504 293 247 1,044

Test & Measurement 175 93 91 359 186 117 106 409

Software and Control 653 397 348 1,398 702 416 326 1,444

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

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

Americas AMEA Europe Total Americas AMEA Europe Total

Software & Systems 669 396 317 1,382 690 410 353 1,453

Sensors 485 338 149 972 492 338 166 996

Final Control 613 488 233 1,334 650 470 274 1,394

Measurement & Analytical 1,475 1,004 463 2,942 1,492 1,044 456 2,992

Discrete Automation 874 477 512 1,863 896 459 489 1,844

Safety & Productivity 774 53 211 1,038 766 48 182 996

Intelligent Devices 1,098 826 382 2,306 1,142 808 440 2,390

Control Systems & Software 1,400 858 682 2,940 1,516 930 692 3,138

Test & Measurement 486 295 323 1,104 496 290 293 1,079

Software and Control 1,886 1,153 1,005 4,044 2,012 1,220 985 4,217

Safety & Productivity 357 53 77 487 369 55 79 503

Total $ 2,124 1,275 776 4,175 2,201 1,273 872 4,346

(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.

1 unchanged sentence

(Dollars are in millions, except per share amounts or where noted)

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.

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.

See Notes 4 and 15.

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

For the first quarter of fiscal 2026, net sales were $4.3 billion, up 4 percent compared with the prior year.

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were up 2 percent.

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 June 30, 2024 2025

Diluted earnings from continuing operations per share $ 0.60 1.03

Foreign currency translation ha d a 2 percent favorable impact.

Earnings attributable to common stockholders were $605, up 3 percent, and diluted earnings per share were $1.07, up 5 percent compared with $1.02 in the prior year.

Adjusted diluted earnings per share were $1.46, up 6 percent compared with $1.38 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.

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

Three Months Ended Dec 31 2024 2025

Diluted earnings per share $ 1.02 1.07

Amortization of intangibles 0.31 0.35

1 unchanged sentence

Acquisition/divestiture fees and related costs 0.03 0.01

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 Condition sections below.

Discrete taxes — 0.01

Adjusted diluted earnings per share $ 1.38 1.46

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.

Three Months Ended

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

Adjusted diluted earnings per share - Dec 31, 2024

Operations 0.10

Impact of software renewals (0.06)

Foreign currency 0.01

Pension (0.02)

Effective tax rate 0.02

Share count 0.02

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

Adjusted diluted earnings per share - Dec 31, 2025

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31

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

Three Months Ended Dec 31 2024 2025 Change

(dollars in millions, except per share amounts)

4 unchanged sentences

Percent of sales 29.3 % 28.6 % (0.7) pts

Loss on Copeland note receivable $ 279 —

Other deductions, net $ 228 204

2 unchanged sentences

Interest expense, net $ 8 90

Interest income from related party $ (24) —

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

Earnings before income taxes $ 775 775 — %

Percent of sales 18.6 % 17.8 % (0.8) pts

Earnings from continuing operations common stockholders $ 344 580 68 %

Earnings common stockholders $ 585 605 3 %

Percent of sales 14.0 % 13.9 % (0.1) pts

Net earnings common stockholders $ 585 605 3 %

Diluted EPS - Earnings from continuing operations $ 0.60 1.03 72 %

Diluted EPS - Net earnings $ 0.57 1.04 82 %

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

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 .

Diluted EPS - Earnings $ 1.02 1.07 5 %

Adjusted Diluted EPS - Earnings $ 1.38 1.46 6 %

Net sales for the first quarter of fiscal 2026 were $4.3 billion, up 4 percent compared with 2025.

Software & Systems sales were up 5 percent, Intelligent Devices sales were up 4 percent, and Safety & Productivity sales were up 3 percent.

Underlying sales were up 2 percent on 3 percent higher price, offset by 1 percent lower volume due to a negative impact related to the timing of software renewals.

Foreign currency translation had a 2 percent favorable impact.

Underlying sales were up 6 percent in the U.S.

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.

and flat internationally.

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

Cost of sales for the first quarter of fiscal 2026 were $2,035, an increase of $95 compared with 2025 and gross margin of 53.2 percent decreased 0.3 percentage po ints.

Gross margin was negatively impacted by tariffs, which were more than offset by targeted price actions but diluted margins, and the timing of software renewals.

In total, these items negatively impacted gross margin by approximately 0.9 percentage points.

Selling, general and administrative (SG&A) expens es of $1,242 increased $18 and SG&A as a percent of sales decreased 0.7 percentage points to 28.6 percent compared with the prior year, reflecting leverage on higher sales and savings from cost reduction actions.

Other deductions, net were $204 for the first quarter of fiscal 2026, a decrease of $24 compared with the prior year, reflecting lower amortization due to backlog amortization of $26 in the prior year related to the AspenTech acquisition.

Pretax earnings of $775 were flat compared with the prior year.

Earnings increased $51 in Software & Control, $7 in Intelligent Devices, and $1 in Safety & Productivity, see the Business Segments discussion that follows and Note 13.

Income taxes were $169 in the first quarter of fiscal 2026 and $182 in 2025, resulting in effective tax rates of 22 percent and 24 percent, respectively.

In the current year, the One Big Beautiful Bill Act (the "OBBBA") increased the effective tax rate by approximately 1 percentage point due to a lower tax deduction for foreign derived intangible

income from the change to domestic research and development in fiscal 2026.

The Company expects the OBBBA to slightly benefit the effective tax rate beginning in fiscal 2027.

Excluding the impact related to the OBBBA, the lower rate in the current year reflected favorable tax items compared to unfavorable items in the prior year.

Earnings attributable to common stockholders were $605, up 3 percent, and diluted earnings per share were $1.07, up 5 percent compared with $1.02 in the prior year.

Adjusted diluted earnings per share were $1.46 compared with $1.38 in the prior year, reflecting strong operating results.

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

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.

The Company defines adjusted EBITA as earnings from continuing operations excluding interest expense, net, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, and certain gains, losses or impairments.

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.

The Company defines adjusted EBITA as earnings excluding interest expense, net, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, and certain gains, losses or impairments.

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 June 30, 2024 2025 Change

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

Three Months Ended Dec 31 2024 2025 Change

Earnings before income taxes $ 775 775 — %

Percent of sales 18.6 % 17.8 % (0.8) pts

Interest expense, net 8 90

Interest income from related party (24) —

Amortization of intangibles 278 254

1 unchanged sentence

Acquisition/divestiture fees and related costs 22 11

Loss on Copeland note receivable 279 —

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

Adjusted EBITA $ 1,096 1,141 4 %

Percent of sales 26.3 % 26.3 % ‒ pts

Business Segments

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.

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

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

See Note 13 for a discussion of the Company's business segments.

INTELLIGENT DEVICES

2024 2025 Change FX Acq/Div U/L

Final Control $ 1,046 1,116 7 % (2) % — % 5 %

Measurement & Analytical 982 1,014 3 % (1) % — % 2 %

Discrete Automation 618 649 5 % (2) % — % 3 %

Safety & Productivity 351 346 (1) % (1) % — % (2) %

Total $ 2,997 3,125 4 % (1) % — % 3 %

Final Control $ 253 267 5 %

Measurement & Analytical 252 246 (2) %

Discrete Automation 109 118 9 %

Safety & Productivity 79 73 (7) %

Total $ 693 704 2 %

Margin 23.1 % 22.5 % (0.6) pts

Amortization of intangibles:

Final Control $ 21 22

Measurement & Analytical 11 11

Discrete Automation 9 8

Safety & Productivity 6 7

Total $ 47 48

Restructuring and related costs:

Final Control $ 5 3

Measurement & Analytical 3 2

Discrete Automation 16 6

Safety & Productivity 1 —

Total $ 25 11

Adjusted EBITA $ 765 763 — %

Adjusted EBITA Margin 25.5 % 24.4 % (1.1) pts

Intelligent Devices sales were $3.1 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

2024 2025 Change FX Acq/Div U/L

SOFTWARE & SYSTEMS

Three Months Ended Dec 31 2024 2025 Change FX Acq/Div U/L

Control Systems & Software $ 1,023 1,044 2 % (2) % — % — %

14 unchanged sentences

Adjusted EBITA Margin 31.1 % 31.3 % 0.2 pts

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

(dollars in millions, except per share amounts)

Net sales $ 12,873 13,161 2 %

Gross profit $ 6,514 7,000 7 %

Percent of sales 50.6 % 53.2 % 2.6 pts

SG&A $ 3,827 3,773 (1) %

Percent of sales 29.7 % 28.7 % (1.0) pts

Loss on Copeland note receivable $ 279 —

Gain on subordinated interest $ (79) —

Other deductions, net $ 1,075 944

Amortization of intangibles $ 811 677

Restructuring costs $ 170 70

Interest expense, net $ 157 145

Interest income from related party $ (86) —

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

Percent of sales 10.4 % 16.2 % 5.8 pts

Earnings from continuing operations common stockholders $ 1,060 1,650 56 %

Percent of sales 8.2 % 12.5 % 4.3 pts

Net earnings common stockholders $ 972 1,657 70 %

Diluted EPS - Earnings from continuing operations $ 1.84 2.91 58 %

Diluted EPS - Net earnings $ 1.69 2.92 73 %

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

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.

and increased 1 percent internationally.

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 $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 $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 $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 $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.

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 $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.

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.

Nine Months Ended June 30, 2024 2025

Diluted earnings from continuing operations per share $ 1.84 2.91

Amortization of intangibles 1.07 1.00

Restructuring and related costs 0.25 0.12

Discrete taxes (0.10) 0.09

Amortization of acquisition-related inventory step-up 0.38 —

Acquisition/divestiture fees and related costs 0.22 0.26

Loss on divestiture of business 0.07 —

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 Condition sections below.

Nine Months Ended

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

Operations 0.45

Foreign currency (0.03)

Pensions (0.06)

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.

Nine Months Ended June 30, 2024 2025 Change

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

Percent of sales 10.4 % 16.2 % 5.8 pts

Interest expense, net 157 145

Interest income from related party (86) —

Amortization of intangibles 958 826

Restructuring and related costs 180 81

Acquisition/divestiture fees and related costs 171 232

Loss on divestiture of business 39 —

Amortization of acquisition-related inventory step-up 231 —

Gain on subordinated interest (79) —

Loss on Copeland note receivable 279 —

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

Percent of sales 24.8 % 26.0 % 1.2 pts

Business Segments

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.

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

Software & Systems sales were $ 1,453 in the first quarter of 2026, an increase of $71, or 5 percent compared to the prior year, reflecting strong growth in Test & Measurement.

Underlying sales were up 3 percent on 3 percent higher price, while volume was flat including a negative 3 percent impact related to the timing of software renewals.

Underlying sales increased 3 percent in the Americas, 3 percent in Asia, Middle East & Africa (China up 1 percent), and 4 percent in Europe .

Control Systems & Software sales increased $21, or 2 percent, and underlying sales increased slightly, reflecting strong demand in power and life sciences, offset by the negative impact related to the timing of software renewals.

Test & Measurement sales increased $50, or 14 percent, and underlying sales increased 11 percent in the first quarter, reflecting strength in aerospace & defense and semiconductor.

Earnings for Software & Systems increased $51, up 26 percent, and margin increased 2.9 percentage points, reflecting leverage on higher sales, savings from cost reduction actions, and lower intangibles amortization and restructuring and related costs compared to the prior year.

Adjusted EBITA margin increased 0.2 percentage points, which included a negative impact relating to the timing of software renewals of approximately 2 percentage points.

INTELLIGENT DEVICES

2024 2025 Change FX Acq/Div U/L

Three Months Ended Dec 31 2024 2025 Change FX Acq/Div U/L

Sensors $ 972 996 2 % (1) % — % 1 %

Final Control 1,334 1,394 4 % (2) % — % 2 %

Measurement & Analytical 2,942 2,992 2 % — % — % 2 %

Discrete Automation 1,863 1,844 (1) % — % — % (1) %

Safety & Productivity 1,038 996 (4) % — % — % (4) %

Total $ 2,306 2,390 4 % (2) % — % 2 %

Sensors $ 285 266 (7) %

Final Control 305 331 9 %

Measurement & Analytical 761 796 5 %

Discrete Automation 322 333 3 %

Safety & Productivity 230 216 (6) %

Total $ 590 597 1 %

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Amortization of intangibles:

Sensors $ 10 11

Final Control 29 28

Measurement & Analytical 43 33

Discrete Automation 26 24

Safety & Productivity 19 20

Total $ 39 39

Restructuring and related costs:

Sensors $ 1 5

Final Control 7 2

Measurement & Analytical 7 5

Discrete Automation 33 17

Safety & Productivity 2 1

Total $ 47 29

Adjusted EBITA $ 637 643 1 %

Adjusted EBITA Margin 27.6 % 26.9 % (0.7) pts

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 $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 $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.

SOFTWARE AND CONTROL

2024 2025 Change FX Acq/Div U/L

Control Systems & Software $ 2,940 3,138 7 % — % — % 7 %

Test & Measurement 1,104 1,079 (2) % — % — % (2) %

Total $ 4,044 4,217 4 % — % — % 4 %

Control Systems & Software $ 474 713 50 %

Test & Measurement (245) (63) 74 %

Total $ 229 650 184 %

Intelligent Devices sales were $2,390 in the first quarter of 2026, an increase of $84, or 4 percent.

Underlying sales increased 2 percent on 3 percent higher price, offset by 1 percent lower volume.

Underlying sales increased 3 percent in the Americas, Europe increased 3 percent and Asia, Middle East & Africa was down 2 percent (China down 8 percent).

Sensors sales increased $24 , or 2 percent, reflecting solid growth in Europe .

Sales for Final Control increased $60 , or 4 percent, reflecting strong growth in the Americas and solid growth in Europe, with strength in power.

Earnings for Intelligent Devices were $597 , an increase of $7 , or 1 percent , while margin decreased 0.6 percentage points to 25.0 percent, reflecting unfavorable foreign currency transaction comparisons, deleverage on lower volume and unfavorable mix, partially offset by favorable price less net material inflation.

Adjusted EBITA margin was 26.9 percent, a decrease of 0.7 percentage points .

SAFETY & PRODUCTIVITY

Three Months Ended Dec 31 2024 2025 Change FX Acq/Div U/L

Sales $ 487 503 3 % (2) % — % 1 %

Earnings $ 96 97 1 %

Margin 19.7 % 19.2 % (0.5) pts

Amortization of intangibles $ 7 7

Control Systems & Software $ 386 367

Test & Measurement 419 318

Total $ 805 685

Restructuring and related costs $ 1 1

Control Systems & Software $ 8 16

Test & Measurement 81 5

Total $ 89 21

Adjusted EBITA $ 104 105 1 %

Adjusted EBITA Margin 21.3 % 20.9 % (0.4) pts

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 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 $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.

Safety & Productivity sales were $ 503 in the first quarter of 2026, an increase of $16, or 3 percent compared to the prior year .

Underlying sales were up 1 percent on 5 percent higher price offset by 4 percent lower volume.

Underlying sales increased 3 percent in the Americas and 2 percent in Asia, Middle East & Africa, while Europe decreased 6 percent.

Earnings for Safety & Productivity increased $1, up 1 percent , while margin decreased 0.5 percent age points, reflecting deleverage on lower volume, offset by higher price less net material inflation and the impact of tariffs, and savings from cost reduction actions.

Adjusted EBITA margin decreased 0.4 percentage points.

FINANCIAL CONDITION

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

Key elements of the Company's financial condition for the three months ended December 31, 2025 as compared to the year ended September 30, 2025 and the three months ended December 31, 2024 follow.

Dec 31, 2024 Sept 30, 2025 Dec 31, 2025

Operating working capital $ 1,468 $ 2,039 $ 2,407

3 unchanged sentences

Interest coverage ratio 10.0 X 8.6 X 7.9 X

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 9.6 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.

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 revolving backup credit facility.

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 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 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 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 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 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.

Operating working capital increased slightly compared to September 30, 2025.

T he current ratio decreased slightly compared to September 30, 2025.

The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 7.9X for the 3 months ended December 31, 2025 compares to 10.0X for the 3 months ended December 31, 2024.

The decrease reflects higher interest expense compared to the prior year.

Operati ng cash flow for the first three months of fiscal 2026 was $699, a decrease of $78 compared with $777 in the prior year, reflecting an increase in operating working capital, partially offset by higher earnings.

Free cas h flow of $602 in the first three months of fiscal 2026 (operating cash flow of $699 less capital expenditures of $97) decreased $92 compared to free cash flow of $694 in 2025 (operating cash flow of $777 less capital expenditures of $83), reflecting the decrease in operating cash flow.

Cash used in investing activities was $125, and cash used in financing activities was $364, reflecting share repurcha ses of $250 and dividends.

During the quarter, the Company repaid €500 of 1.25% euro notes that matured in October 2025.

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

The Company expects to enter into a new 364-day revolving backup credit facility with a reduced capacity prior to the expiration of the current facility.

This facility is in addition to the Company's existing $3.5 billion five-year revolving backup credit facility with various banks, which was entered into in February 2023.

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 is in a strong financial position, with total assets of $42 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 2026 OUTLOOK

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).

For fiscal year 2026, consolidated net sales are expected to be up approximately 5.5 percent, with underlying sales up approximately 4 percent, excluding a 1.5 percent favorable impact from foreign currency translation.

Earnings per share are expected to be $4.78 to $4.93, while adjusted earnings per share are expected to be $6.40 to $6.55 (see the following reconciliation).

Outlook for Fiscal 2026 Earnings Per Share 2026

Diluted earnings from continuing operations per share $ 4.08

Diluted earnings per share $4.78 - $4.93

Amortization of intangibles ~ 1.38

2 unchanged sentences

Discrete taxes ~ 0.04

Adjusted diluted earnings from continuing operations per share $ 6.00

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.

Adjusted diluted earnings per share $6.40- $6.55

Operating cash flow is expected to be $4.0 to $4.1 billion and free cash flow, which excludes projected capital spending of approximately $0.45 billion, is expected to be $3.5 to $3.6 billion.

The fiscal 2026 outlook assumes returning approximately $2.2 billion to shareholders through approximately $1.0 billion of share repurchases and approximately $1.2 billion of dividend payments.

3 unchanged sentences

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.

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, 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