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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended June 30,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For t

2、he transition period from _ to _Commission file number 1-278EMERSON ELECTRIC CO.(Exact name of registrant as specified in its charter)Missouri43-0259330(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)8000 W.Florissant Ave.P.O.Box 4100St.Louis,Missouri63

3、136(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(314)553-2000Securities registered pursuant to Section 12(b)of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock of$0.50 par value per shareEMRNew York

4、 Stock ExchangeNYSE Chicago1.250%Notes due 2025EMR 25ANew York Stock Exchange2.000%Notes due 2029EMR 29New York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12

5、 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements forthe past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted purs

6、uant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,sm

7、aller reporting company,or an emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and emerging growth company in Rule 12b-2of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmer

8、ging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the

9、 registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Indicate the number of shares outstanding of each of the issuers classes of common stock,as of the latest practicable date.Common stock of$0.50 par valueper share outstanding at June 30,2024:572.7 million shares.PART

10、 I.FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated Statements of EarningsEMERSON ELECTRIC CO.&SUBSIDIARIESThree and nine months ended June 30,2023 and 2024(Dollars in millions,except per share amounts;unaudited)Three Months EndedJune 30,Nine Months EndedJune 30,2023 2024 2023 2024 Net s

11、ales$3,946 4,380 11,075 12,873 Cost of sales1,952 2,066 5,660 6,359 Selling,general and administrative expenses1,042 1,254 3,072 3,827 Gain on subordinated interest (79)Loss on Copeland note receivable 279 279 Other deductions,net130 294 359 1,075 Interest expense(net of interest income of$58,$32,$9

12、6 and$105,respectively)10 56 111 157 Interest income from related party(10)(24)(10)(86)Earnings from continuing operations before income taxes822 455 1,883 1,341 Income taxes168 88 400 266 Earnings from continuing operations654 367 1,483 1,075 Discontinued operations,net of tax of$2,004,$5,$3,009 an

13、d$27,respectively8,712(15)10,979(88)Net earnings9,366 352 12,462 987 Less:Noncontrolling interests in subsidiaries14 23(13)15 Net earnings common stockholders$9,352 329 12,475 972 Earnings common stockholders:Earnings from continuing operations643 344 1,502 1,060 Discontinued operations8,709(15)10,9

14、73(88)Net earnings common stockholders$9,352 329 12,475 972 Basic earnings per share common stockholders:Earnings from continuing operations$1.12 0.60 2.61 1.85 Discontinued operations15.24(0.02)19.06(0.15)Basic earnings per common share$16.36 0.58 21.67 1.70 Diluted earnings per share common stockh

15、olders:Earnings from continuing operations$1.12 0.60 2.60 1.84 Discontinued operations15.16(0.03)18.96(0.15)Diluted earnings per common share$16.28 0.57 21.56 1.69 Weighted average outstanding shares:Basic570.9 571.9 575.1 571.4 Diluted574.0 574.8 578.1 574.1 See accompanying Notes to Consolidated F

16、inancial Statements.1Consolidated Statements of Comprehensive IncomeEMERSON ELECTRIC CO.&SUBSIDIARIESThree and nine months ended June 30,2023 and 2024(Dollars in millions;unaudited)Three Months Ended June30,Nine Months Ended June 30,2023 2024 2023 2024 Net earnings$9,366 352 12,462 987 Other compreh

17、ensive income(loss),net of tax:Foreign currency translation86(124)437 56 Pension and postretirement10(12)(23)(36)Cash flow hedges(19)(6)4(4)Total other comprehensive income(loss)77(142)418 16 Comprehensive income9,443 210 12,880 1,003 Less:Noncontrolling interests in subsidiaries15 21(8)15 Comprehen

18、sive income common stockholders$9,428 189 12,888 988 See accompanying Notes to Consolidated Financial Statements.2Consolidated Balance SheetsEMERSON ELECTRIC CO.&SUBSIDIARIES(Dollars and shares in millions,except per share amounts;unaudited)Sept 30,2023June 30,2024ASSETS Current assets Cash and equi

19、valents$8,051 2,298 Receivables,less allowances of$100 and$115,respectively2,518 2,761 Inventories2,006 2,303 Other current assets1,244 1,458 Total current assets13,819 8,820 Property,plant and equipment,net2,363 2,688 Other assets Goodwill14,480 17,936 Other intangible assets6,263 10,627 Copeland n

20、ote receivable and equity investment held-for-sale3,255 2,908 Other2,566 2,606 Total other assets26,564 34,077 Total assets$42,746 45,585 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt$547 2,991 Accounts payable1,275 1,251 Accrued expenses3,

21、210 3,350 Total current liabilities5,032 7,592 Long-term debt7,610 7,111 Other liabilities3,506 4,194 Equity Common stock,$0.50 par value;authorized,1,200.0 shares;issued,953.4 shares;outstanding,572.0 shares and 572.7 shares,respectively477 477 Additional paid-in-capital62 140 Retained earnings40,0

22、70 40,135 Accumulated other comprehensive income(loss)(1,253)(1,237)Cost of common stock in treasury,381.4 shares and 380.7 shares,respectively(18,667)(18,716)Common stockholders equity20,689 20,799 Noncontrolling interests in subsidiaries5,909 5,889 Total equity26,598 26,688 Total liabilities and e

23、quity$42,746 45,585 See accompanying Notes to Consolidated Financial Statements.3Consolidated Statements of EquityEMERSON ELECTRIC CO.&SUBSIDIARIESThree and nine months ended June 30,2023 and 2024(Dollars in millions;unaudited)Three Months Ended June30,Nine Months Ended June30,2023 2024 2023 2024 Co

24、mmon stock$477 477 477 477 Additional paid-in-capital Beginning balance138 158 57 62 Stock plans30 16 111 186 AspenTech purchases of common stock(56)(34)(56)(108)Ending balance112 140 112 140 Retained earnings Beginning balance30,571 40,108 28,053 40,070 Net earnings common stockholders9,352 329 12,

25、475 972 Dividends paid(per share:$0.52,$0.525,$1.56 and$1.575,respectively)(299)(302)(904)(907)Ending balance39,624 40,135 39,624 40,135 Accumulated other comprehensive income(loss)Beginning balance(1,148)(1,097)(1,485)(1,253)Foreign currency translation85(122)432 56 Pension and postretirement10(12)

26、(23)(36)Cash flow hedges(19)(6)4(4)Ending balance(1,072)(1,237)(1,072)(1,237)Treasury stock Beginning balance(18,678)(18,746)(16,738)(18,667)Purchases (2,000)(175)Issued under stock plans1 30 61 126 Ending balance(18,677)(18,716)(18,677)(18,716)Common stockholders equity20,464 20,799 20,464 20,799 N

27、oncontrolling interests in subsidiaries Beginning balance5,987 5,881 5,952 5,909 Net earnings(loss)14 23(13)15 Stock plans21 15 79 48 AspenTech purchases of common stock(44)(25)(44)(80)Dividends paid(1)(3)(1)(3)Climate Technologies divestiture(29)(29)Other comprehensive income1(2)5 Ending balance5,9

28、49 5,889 5,949 5,889 Total equity$26,413 26,688 26,413 26,688 See accompanying Notes to Consolidated Financial Statements.4Consolidated Statements of Cash FlowsEMERSON ELECTRIC CO.&SUBSIDIARIESNine Months Ended June 30,2023 and 2024(Dollars in millions;unaudited)Nine Months EndedJune 30,2023 2024 Op

29、erating activities Net earnings$12,462 987 Earnings from discontinued operations,net of tax(10,979)88 Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization780 1,263 Stock compensation198 203 Amortization of acquisition-related inventory step

30、-up 231 Gain on subordinated interest(79)Changes in operating working capital(359)(176)Loss on Copeland note receivable 279 Other,net(383)(552)Cash from continuing operations1,719 2,244 Cash from discontinued operations(439)4 Cash provided by operating activities1,280 2,248 Investing activitiesCapit

31、al expenditures(194)(251)Purchases of businesses,net of cash and equivalents acquired(8,342)Proceeds from subordinated interest15 79 Proceeds from related party note receivable918 Other,net(124)(86)Cash from continuing operations615(8,600)Cash from discontinued operations12,485 36 Cash provided by(u

32、sed in)investing activities13,100(8,564)Financing activitiesNet increase(decrease)in short-term borrowings(1,476)2,229 Proceeds from short-term borrowings greater than three months395 322 Payments of short-term borrowings greater than three months(400)(100)Payments of long-term debt(744)(547)Dividen

33、ds paid(900)(901)Purchases of common stock(2,000)(175)AspenTech purchases of common stock(100)(188)Payment of related party note payable(918)Other,net(159)(57)Cash provided by(used in)financing activities(6,302)583 Effect of exchange rate changes on cash and equivalents75(20)Increase(decrease)in cas

34、h and equivalents8,153(5,753)Beginning cash and equivalents1,804 8,051 Ending cash and equivalents$9,957 2,298 Changes in operating working capitalReceivables$(114)44 Inventories(259)(34)Other current assets27(130)Accounts payable(71)(61)Accrued expenses58 5 Total changes in operating working capita

35、l$(359)(176)See accompanying Notes to Consolidated Financial Statements.5Notes to Consolidated Financial StatementsEMERSON ELECTRIC CO.&SUBSIDIARIES(Dollars and shares in millions,except per share amounts or where noted)(1)BASIS OF PRESENTATIONIn the opinion of management,the accompanying unaudited

36、consolidated financial statements include all adjustments necessary for a fairpresentation of operating results for the interim periods presented.Adjustments consist of normal and recurring accruals.The consolidatedfinancial statements are presented in accordance with the requirements of Form 10-Q a

37、nd consequently do not include all disclosures requiredfor annual financial statements presented in conformity with U.S.generally accepted accounting principles(GAAP).For further information,referto the consolidated financial statements and notes thereto included in the Companys Annual Report on For

38、m 10-K for the year endedSeptember 30,2023.Certain prior year amounts have been reclassified to conform to the current year presentation.On June 6,2024,the Company entered intodefinitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds mana

39、ged by Blackstonefor$1.5 billion and its note receivable to Copeland for$1.9 billion.As a result of the definitive agreements,the equity interest and note receivableare reported as held-for-sale,and the equity method losses related to the Companys non-controlling common equity interest in Copeland,w

40、hichwere reported since May 2023 in Other deductions,net,have been reclassified and are now reported as discontinued operations for all periodspresented(see Notes 5 and 10).(2)REVENUE RECOGNITIONEmerson is a global manufacturer that designs and manufactures products and delivers services that bring

41、technology and engineering togetherto provide innovative solutions for its customers.The majority of the Companys revenues relate to a broad offering of manufactured productsand software which are recognized at the point in time when control transfers,while a smaller portion is recognized over time

42、or relates to salesarrangements with multiple performance obligations.See Note 14 for additional information about the Companys revenues.The following table summarizes the balances of the Companys unbilled receivables(contract assets),which are reported in Other assets(current and noncurrent),and it

43、s customer advances(contract liabilities),which are reported in Accrued expenses and Other liabilities.Sept 30,2023June 30,2024Unbilled receivables(contract assets)$1,453 1,541 Customer advances(contract liabilities)(897)(1,158)Net contract assets(liabilities)$556 383 The majority of the Companys co

44、ntract balances relate to(1)arrangements where revenue is recognized over time and payments fromcustomers are made according to a contractual billing schedule,and(2)revenue from term software license arrangements where the licenserevenue is recognized upfront upon delivery.The decrease in net contra

45、ct assets was primarily due to the acquisition of National Instruments,which increased contract liabilities by approximately$160,while customer billings slightly exceeded revenue recognized for performancecompleted during the period.Revenue recognized for the three and nine months ended June 30,2024

46、 included$83 and$605,respectively,thatwas included in the beginning contract liability balance.Other factors that impacted the change in net contract assets were immaterial.Revenuerecognized for the three and nine months ended June 30,2024 for performance obligations that were satisfied in previous

47、periods,includingcumulative catchup adjustments on the Companys long-term contracts,was immaterial.As of June 30,2024,the Companys backlog relating to unsatisfied(or partially unsatisfied)performance obligations in contracts with itscustomers was approximately$8.7 billion(of which approximately$1.3

48、billion was attributable to AspenTech and approximately$450 wasattributable to National Instruments).The Company expects to recognize approximately 75 percent of its remaining performance obligations asrevenue over the next 12 months,with the remainder substantially over the following two years.6(3)

49、COMMON SHARESReconciliations of weighted-average shares for basic and diluted earnings per common share follow.Earnings allocated to participatingsecurities were inconsequential.Three Months EndedJune 30,Nine Months EndedJune 30,2023 2024 2023 2024 Basic shares outstanding570.9 571.9 575.1 571.4 Dil

50、utive shares3.1 2.9 3.0 2.7 Diluted shares outstanding574.0 574.8 578.1 574.1 (4)ACQUISITIONS AND DIVESTITURESNational InstrumentsOn October 11,2023,the Company completed the acquisition of National Instruments Corporation(“NI”).NI,which provides software-connectedautomated test and measurement syst

51、ems that enable enterprises to bring products to market faster and at a lower cost,had revenues ofapproximately$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 C

52、ontrol business group,see Note 14.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 closing634 Total consideration paid in cash at

53、 closing8,467 Fair value of NI shares already owned by Emerson prior to acquisition137 Value of stock-based compensation awards attributable to pre-combination service49 Total purchase consideration$8,653 The total purchase consideration for NI was allocated to assets and liabilities as follows.Valu

54、ations of acquired assets and liabilities are in-process and subject to refinement.Cash and equivalents$135 Receivables310 Inventory496 Other current assets140 Property,plant and equipment329 Goodwill($121 expected to be tax-deductible)3,434 Other intangible assets5,275 Other assets113 Total assets1

55、0,232 Accounts payable52 Accrued expenses328 Deferred taxes and other liabilities1,199 Total purchase consideration$8,653 7The estimated intangible assets attributable to the transaction are comprised of the following(in millions):AmountEstimated WeightedAverage Life(Years)Developed technology$1,570

56、 9Customer relationships3,360 15Trade names210 9Backlog135 1Total$5,275 Results of operations for the three and nine months ended June 30,2024 attributable to the NI acquisition include sales of$355 and$1,104,respectively,and a net loss of$86 and$492,respectively.The net loss included the impact of

57、inventory step-up amortization recorded in the firstquarter,intangibles amortization,retention bonuses,stock compensation expense and restructuring.Pro Forma Financial InformationThe following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisiti

58、on of NI occurred onOctober 1,2022.The pro forma information is presented for informational purposes only and is not indicative of the results of operations thatwould have been achieved had the acquisition occurred as of that time($in millions,except per share amounts).Three Months Ended June30,Nine

59、 Months Ended June30,2023 2024 2023 2024 Net Sales$4,363 4,380 12,377 12,892 Net earnings from continuing operations common stockholders$581 374 887 1,396 Diluted earnings per share from continuing operations$1.00 0.65 1.53 2.43 Pro forma Net sales for the three and nine months ended June 30,2023 in

60、clude$417 and$1,302,respectively,attributable to NI.The pro forma results for the three months ended June 30,2023 include ongoing intangibles amortization of$105 and backlog amortization of$34,and exclude the mark-to-market gain of$12 recognized in the prior year on the Companys equity investment in

61、 National InstrumentsCorporation(see Note 7).The pro forma results for the nine months ended June 30,2023 include transaction costs of$198 which were assumed to be incurred in the firstquarter of fiscal 2023.These transaction costs include$88 incurred by NI prior to the completion of the transaction

62、 and$110 incurred byEmerson in periods subsequent to the first quarter of fiscal 2023.The pro forma results for the nine months ended June 30,2023 also include$317 of ongoing intangibles amortization,backlog amortization of$102,inventory step-up amortization of$213,and retention bonuses of$51,and ex

63、clude the mark-to-market gain of$47 recognized in the prior year on the equity investment in National Instruments Corporation.Other TransactionsIn the second quarter of fiscal 2024,the Company received its final distribution of$79 related to its subordinated interest in Vertiv.In addition,theCompany

64、 divested a small business in the Final Control segment and recognized a non-cash loss of$39.In the fourth quarter of fiscal 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,n

65、et 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 intellectualproperty with a weighted-average useful life of approximately 9 years.8On March 31,2023,Emerson c

66、ompleted the divestiture of Metran,its Russia-based manufacturing subsidiary.In the first quarter of fiscal 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 businessoperations in Russia.(5)DISCONTINUED OPERATIONSOn May 3

67、1,2023,the Company completed the sale of a majority stake in its Climate Technologies business(which constitutes the formerClimate Technologies segment,excluding Therm-O-Disc which was divested earlier in fiscal 2022)to private equity funds managed byBlackstone in a$14.0 billion transaction.Emerson

68、received upfront,pretax cash proceeds of approximately$9.7 billion and a note receivablewith a face value of$2.25 billion(which accrues 5 percent interest payable in kind by capitalizing interest),while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture b

69、etween Emerson and Blackstone.The Climate Technologies business,which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVACand refrigeration end-markets,had fiscal 2022 net sales of approximately$5.0 billion and pretax

70、earnings of$1.0 billion.The Companyrecognized a pretax gain of approximately$10.6 billion in the third quarter of fiscal 2023(approximately$8.4 billion after-tax including taxexpense recognized prior to the completion of the transaction related to subsidiary restructurings).The new standalone busine

71、ss is namedCopeland.On June 6,2024,the Company entered into a definitive agreement to sell its 40 percent non-controlling common equity interest in Copeland toprivate equity funds managed by Blackstone for$1.5 billion,and the transaction is expected to close by the end of August 2024.The equitymetho

72、d losses related to the Companys non-controlling common equity interest in Copeland,which were reported since May 2023 in Otherdeductions,net,have been reclassified and are now reported as discontinued operations for all periods presented and are included withinClimate Technologies in Other deductio

73、ns,net in the tables below.See Note 10 for further details.On October 31,2022,the Company completed the divestiture of its InSinkErator business,which manufactures food waste disposers,toWhirlpool Corporation for$3.0 billion.This business had net sales of$630 and pretax earnings of$152 in fiscal 202

74、2.The Company recognizeda pretax gain of approximately$2.8 billion(approximately$2.1 billion after-tax)in the first quarter of fiscal 2023.9For the three and nine months ended June 30,2024,the results of discontinued operations primarily reflect the Companys equity method losseson its non-controllin

75、g common equity interest in Copeland,which were$16($9 after-tax)and$111($82 after-tax),respectively.For the three andnine months ended June 30,2023,the financial results of Climate Technologies(including equity method losses on the equity interest inCopeland)and InSinkErator(ISE)are reported as disc

76、ontinued operations and were as follows:Three Months Ended June 30,2023 ClimateTechnologiesISETotalNet sales$847 847 Cost of sales516 516 SG&A122 122 Gain on sale of business(10,576)(10,576)Other deductions,net69 69 Earnings before income taxes10,716 10,716 Income taxes2,004 2,004 Earnings,net of ta

77、x$8,712 8,712 Nine Months Ended June 30,2023ClimateTechnologiesISETotalNet sales$3,156 49 3,205 Cost of sales2,000 29 2,029 SG&A391 8 399 Gain on sale of business(10,576)(2,783)(13,359)Other deductions,net136 12 148 Earnings before income taxes11,205 2,783 13,988 Income taxes2,356 653 3,009 Earnings

78、,net of tax$8,849 2,130 10,979 Climate Technologies results for the three and nine months ended June 30,2023 included lower expense of$26 and$96,respectively,due toceasing depreciation and amortization upon the held-for-sale classification.Other deductions,net for Climate Technologies included$57 of

79、transaction-related costs for the nine months ended June 30,2023.For the three and nine months ended June 30,2023,the Company recordeda loss of$61 in Other deductions,net to reflect equity method losses on its non-controlling common equity interest in Copeland.Income taxesfor the three and nine mont

80、hs ended June 30,2023 included a tax benefit of$10 related to Copelands U.S.business,which is taxed as apartnership.Income taxes for the nine months ended June 30,2023 included approximately$2.2 billion for the gain on the Climate Technologiessubsidiary restructurings and approximately$660 related t

81、o the gain on the InSinkErator divestiture.Net cash from operating and investing activities for Climate Technologies,InSinkErator and Therm-O-Disc for the nine months ended June 30,2024 and 2023 were as follows:Climate TechnologiesISE and TODTotal Nine Months Ended June 30,Nine Months Ended June 30,

82、Nine Months Ended June 30,2023 2024 2023 2024 2023 2024 Cash from operating activities$156 4(595)(439)4 Cash from investing activities$9,430 36 3,055 12,485 36 Cash from operating activities for the nine months ended June 30,2023 reflects approximately$750 of income taxes paid related to the gain on

83、the InSinkErator divestiture and the Climate Technologies subsidiary restructurings,10transaction fees and unfavorable working capital.Cash from investing activities for the nine months ended June 30,2023 reflects the proceedsof approximately$9.7 billion related to the Copeland transaction and appro

84、ximately$3.0 billion related to the InSinkErator divestiture.(6)PENSION&POSTRETIREMENT PLANSTotal periodic pension and postretirement(income)expense is summarized below:Three Months Ended June 30,Nine Months Ended June 30,2023 2024 2023 2024 Service cost$12 9 36 27 Interest cost54 55 162 165 Expecte

85、d return on plan assets(71)(74)(213)(222)Net amortization(18)(14)(58)(42)Total$(23)(24)(73)(72)(7)OTHER DEDUCTIONS,NETOther deductions,net are summarized below:Three Months EndedJune 30,Nine Months EndedJune 30,2023 2024 2023 2024 Amortization of intangibles(intellectual property and customerrelatio

86、nships)$120 264 357 811 Restructuring costs12 57 41 170 Acquisition/divestiture costs38 7 48 92 Foreign currency transaction(gains)losses22 9 41 60 Investment-related gains&gains from sales of capital assets(26)(63)Loss on divestiture of business 39 Russia business exit 47 Other(36)(43)(112)(97)Tota

87、l$130 294 359 1,075 Intangibles amortization for the three and nine months ended June 30,2024 included$139 and$419,respectively,related to the NI acquisition.Foreign currency transaction losses for the three and nine months ended June 30,2023 included a mark-to-market gain of$3 and$24,respectively,r

88、elated to foreign currency forward contracts that were terminated in June 2023.The Company recognized a mark-to-market gain of$12 and$47 for the three and nine months ended June 30,2023,respectively,related to its equity investment in National InstrumentsCorporation.Other is composed of several item

89、s,including a portion of pension expense,litigation costs,provision for bad debt and other items,none of which is individually significant.11(8)RESTRUCTURING COSTSRestructuring expense reflects costs associated with the Companys ongoing efforts to improve operational efficiency and deploy assets glo

90、ballyin order to remain competitive on a worldwide basis.The Company expects fiscal 2024 restructuring expense and related costs to beapproximately$250,including costs to complete actions initiated in the first nine months of the year.Restructuring expense by business segment follows:Three Months En

91、ded June 30,Nine Months EndedJune 30,2023 2024 2023 2024 Final Control$(2)5(1)1 Measurement&Analytical1 3 2 7 Discrete Automation12 16 20 33 Safety&Productivity(1)1 1 2 Intelligent Devices10 25 22 43 Control Systems&Software1 3 7 7 Test&Measurement 24 78 AspenTech Software and Control1 27 7 85 Corpo

92、rate1 5 12 42 Total$12 57 41 170 Corporate restructuring of$5 and$42 for the three and nine months ended June 30,2024,respectively,is comprised almost entirely ofintegration-related stock compensation expense attributable to NI.Details of the change in the liability for restructuring costs during th

93、e nine months ended June 30,2024 follow:Sept 30,2023ExpenseUtilized/PaidJune 30,2024Severance and benefits$85 142 129 98 Other2 28 24 6 Total$87 170 153 104 The tables above do not include$1 and$3 of costs related to restructuring actions incurred for the three months ended June 30,2023 and 2024,res

94、pectively,that are required to be reported in cost of sales and selling,general and administrative expenses;year-to-date amounts are$13and$10,respectively.(9)TAXESIncome taxes were$88 in the third quarter of fiscal 2024 and$168 in 2023,resulting in effective tax rates of 19 percent and 21 percent,re

95、spectively.The current year rate reflected a 3 percentage point benefit related to the filing of the prior year U.S.tax return,partially offset byother items.Income taxes were$266 in the first nine of months of fiscal 2024 and$400 in 2023,resulting in effective tax rates of 20 percent and 21 percent

96、,respectively.The current year rate included a$57($0.10 per share)benefit related to discrete tax items and the benefit discussed above relatedto the prior year U.S.tax return,partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture(see Note4),which was

97、 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 items.12(10)EQUITY METHOD INVESTMENT AND NOTE RECEIVABLEAs discussed in Note 5,the Company completed the divestiture of a majority stake

98、in Copeland on May 31,2023,and received upfront,pretaxcash proceeds of approximately$9.7 billion and a note receivable with a face value of$2.25 billion,while retaining a 40 percent non-controllingcommon equity interest in Copeland.On June 6,2024,the Company entered into definitive agreements to sel

99、l its 40 percent non-controlling common equity interest in Copeland toprivate equity funds managed by Blackstone for$1.5 billion and the note receivable to Copeland for$1.9 billion.The equity interest and notereceivable,as well as$33 of future indemnity obligations included in Other liabilities(net

100、of tax),are reported as held-for-sale as of June 30,2024.Subsequent to the end of the quarter,the Company completed the sale of the note receivable on August 2,2024 and received$1.9 billionof pretax cash proceeds.The sale of the equity interest is expected to close by the end of August 2024.The Comp

101、any recognized non-cash interest income on the note receivable(through the date of the agreement)of$24 and$86 for the three andnine months ended June 30,2024,respectively,which is reported in Interest income from related party within continuing operations andcapitalized to the carrying value of the

102、note.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.The Companys share of Copelands income or loss,which will continue to be recorded using the equ

103、ity method of accounting until thetransaction is completed,is now reported in discontinued operations for all periods presented(see Note 5).As of June 30,2024,the carryingvalue of the retained equity investment was$1,008.Summarized financial information for Copeland for the three and nine months end

104、edJune 30,2024 is as follows.Three Months EndedJune 30,Nine Months EndedJune 30,2024 2024 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)(11)OTHER FINANCIAL INFORMATIONSep

105、t 30,2023June 30,2024InventoriesFinished products$446 551 Raw materials and work in process1,560 1,752 Total$2,006 2,303 Property,plant and equipment,net Property,plant and equipment,at cost$5,524 5,994 Less:Accumulated depreciation3,161 3,306 Total$2,363 2,688 13Sept 30,2023June 30,2024Goodwill by

106、business segmentFinal Control$2,660 2,668 Measurement&Analytical1,545 1,548 Discrete Automation892 899 Safety&Productivity388 391 Intelligent Devices5,485 5,506 Control Systems&Software668 670 Test&Measurement 3,433 AspenTech8,327 8,327 Software and Control8,995 12,430 Total$14,480 17,936 Other inta

107、ngible assets Gross carrying amount$10,111 15,443 Less:Accumulated amortization3,848 4,816 Net carrying amount$6,263 10,627 Other intangible assets include customer relationships,net,of$3,353 and$6,325 and intellectual property,net,of$2,707 and$4,067 as ofSeptember 30,2023 and June 30,2024,respectiv

108、ely.The increase in goodwill and intangibles was primarily due to the NI acquisition.See Note 4.Three Months EndedJune 30,Nine Months Ended June30,2023 2024 2023 2024 Depreciation and amortization expense include the following:Depreciation expense$67 80 213 238 Amortization of intangibles(includes$4

109、9,$49,$147 and$147 reported in Cost ofSales,respectively)169 313 504 958 Amortization of capitalized software21 24 63 67 Total$257 417 780 1,263 Amortization of intangibles included$139 and$419 related to the NI acquisition for the three and nine months ended June 30,2024.Sept 30,2023June 30,2024Oth

110、er assets include the following:Pension assets$995 1,070 Operating lease right-of-use assets550 685 Unbilled receivables(contract assets)559 515 Deferred income taxes100 59 Asbestos-related insurance receivables53 38 14Sept 30,2023June 30,2024Accrued expenses include the following:Customer advances(

111、contract liabilities)$861 1,088 Employee compensation618 630 Income taxes207 231 Operating lease liabilities(current)144 153 Product warranty84 74 Other liabilities include the following:Deferred income taxes$1,959 2,507 Operating lease liabilities(noncurrent)404 511 Pension and postretirement liabi

112、lities435 443 Asbestos litigation173 161 The increase in deferred income tax liabilities reflects the impact of the NI acquisition.See Note 4.(12)FINANCIAL INSTRUMENTSHedging Activities As of June 30,2024,the notional amount of foreign currency hedge positions was approximately$3.1 billion.Allderiva

113、tives receiving hedge accounting are cash flow hedges.The majority of hedging gains and losses deferred as of June 30,2024 areexpected to be recognized over the next 12 months as the underlying forecasted transactions occur.Gains and losses on foreign currencyderivatives reported in Other deductions

114、,net reflect hedges of balance sheet exposures that do not receive hedge accounting.Net Investment Hedge In fiscal 2019,the Company issued euro-denominated debt of 1.5 billion,of which 500 was repaid in the thirdquarter of fiscal 2024.The euro notes reduce foreign currency risk associated with the C

115、ompanys international subsidiaries that use the euro astheir functional currency and have been designated as a hedge of a portion of the investment in these operations.Foreign currency gains orlosses associated with the euro-denominated debt are deferred in accumulated other comprehensive income(los

116、s)and will remain until thehedged 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 30,2023 and 2024:Into EarningsInto OCI3rd QuarterNine Months3rd QuarterNine MonthsGains

117、(Losses)Location2023 2024 2023 2024 2023 2024 2023 2024 CommodityCost of sales$(9)(19)(13)6 Foreign currencySales (2)(2)5 1 7 Foreign currencyCost of sales42 3 60 9 24(10)38(3)Foreign currencyOther deductions,net(91)(12)(108)(23)Net Investment HedgesEuro denominated debt$16 16 (46)25(183)(27)Total$(

118、42)(9)(53)(14)(37)20(138)(23)Regardless of whether derivatives and non-derivative financial instruments receive hedge accounting,the Company expects hedging gains orlosses to be offset by losses or gains on the related underlying exposures.The amounts ultimately recognized will differ from those pre

119、sentedabove for open positions,which remain subject to ongoing market price fluctuations until settlement.Derivatives receiving hedge accounting arehighly effective and no amounts were excluded from the assessment of hedge effectiveness.15Fair Value Measurement Valuations for all derivatives and the

120、 Companys long-term debt fall within Level 2 of the GAAP valuation hierarchy.As of June 30,2024,the fair value of long-term debt was approximately$6.6 billion,which was lower than the carrying value by$1,012.The fairvalue of foreign currency contracts,which are reported in Other current assets and A

121、ccrued expenses,did not materially change sinceSeptember 30,2023.Commodity contracts related to discontinued operations and were novated to Copeland upon the completion of thetransaction.Counterparties to derivatives arrangements are companies with investment-grade credit ratings.The Company has bil

122、ateral collateralarrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement.If credit ratings on theCompanys debt fall below pre-established levels,counterparties can require immediate full collateralization of all derivatives in net liability

123、positions.The maximum amount that could potentially have been required was immaterial.The Company also can demand full collateralizationof derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds.No collateral was posted withcounterparties and none was

124、held by the Company as of June 30,2024.(13)ACCUMULATED OTHER COMPREHENSIVE INCOME(LOSS)Activity in Accumulated other comprehensive income(loss)for the three and nine months ended June 30,2023 and 2024 is shown below,net ofincome taxes:Three Months Ended June30,Nine Months Ended June30,2023 2024 2023

125、 2024 Foreign currency translation Beginning balance$(918)(834)(1,265)(1,012)Other comprehensive income(loss),net of tax of$3,$(6),$35 and$6,respectively(10)(122)337 33 Reclassification to loss on divestiture of business95 95 23 Ending balance(833)(956)(833)(956)Pension and postretirement Beginning

126、balance(255)(271)(222)(247)Amortization of deferred actuarial losses into earnings,net of tax of$6,$2,$13and$6,respectively(12)(12)(45)(36)Reclassified to gain on sale of business22 22 Ending balance(245)(283)(245)(283)Cash flow hedges Beginning balance25 8 2 6 Gains deferred during the period,net o

127、f taxes of$(2),$1,$(11)and$(1),respectively7(4)34 3 Reclassification of realized(gains)losses to sales and cost of sales,net of tax of$1,$1,$3 and$2,respectively(7)(2)(11)(7)Reclassified to gain on sale of business(19)(19)Ending balance6 2 6 2 Accumulated other comprehensive income(loss)$(1,072)(1,2

128、37)(1,072)(1,237)16(14)BUSINESS SEGMENTSAs disclosed in Note 4,the Company completed the acquisition of NI on October 11,2023.NI is now referred to as Test&Measurement andreported as a new segment in the Software and Control business group.Summarized information about the Companys results of operati

129、ons by business segment follows:Three Months Ended June 30,Nine Months Ended June 30,SalesEarnings(Loss)SalesEarnings(Loss)2023 2024 2023 2024 2023 2024 2023 2024 Final Control$1,035 1,046 245 253 2,889 3,037 618 706 Measurement&Analytical913 982 257 252 2,550 2,942 661 761 Discrete Automation668 61

130、8 124 109 1,969 1,863 378 322 Safety&Productivity363 351 82 79 1,034 1,038 228 230 Intelligent Devices2,979 2,997 708 693 8,442 8,880 1,885 2,019 Control Systems&Software663 700 144 168 1,892 2,062 378 468 Test&Measurement 355 (88)1,104 (245)AspenTech320 343 27 49 793 878(60)6 Software and Control98

131、3 1,398 171 129 2,685 4,044 318 229 Stock compensation(56)(56)(198)(203)Unallocated pension and postretirement costs42 38 133 107 Corporate and other(43)(38)(154)(540)Loss on Copeland note receivable(279)(279)Gain on subordinated interest 79 Eliminations/Interest(16)(15)(10)(56)(52)(51)(111)(157)Int

132、erest income from related party10 24 10 86 Total$3,946 4,380 822 455 11,075 12,873 1,883 1,341 Stock compensation for the three months and nine months ended June 30,2024 included$9 and$53 of integration-related stock compensationexpense attributable to NI(of which$5 and$41,respectively,was reported

133、as restructuring costs).Corporate and other for the three and ninemonths ended June 30,2024 included acquisition/divestiture fees and related costs of$13 and$159,respectively,while year-to-date alsoincludes acquisition-related inventory step-up amortization of$231 and a divestiture loss of$39.Corpor

134、ate and other for the three and ninemonths ended June 30,2023 included acquisition/divestiture costs of$38 and$48,respectively,and a mark-to-market gain of$12 and$47,respectively,related to its equity investment in National Instruments Corporation,while year-to-date also included a loss of$47 relate

135、d to theCompanys exit of business operations in Russia.17Depreciation and amortization(includes intellectual property,customer relationships and capitalized software)by business segment aresummarized below:Three Months Ended June30,Nine Months Ended June30,2023 2024 2023 2024 Final Control$39 41 129

136、 120 Measurement&Analytical26 32 84 105 Discrete Automation20 22 63 65 Safety&Productivity15 14 44 43 Intelligent Devices100 109 320 333 Control Systems&Software22 26 67 75 Test&Measurement 150 454 AspenTech123 122 369 369 Software and Control145 298 436 898 Corporate and other12 10 24 32 Total$257

137、417 780 1,263 Test&Measurement depreciation and amortization for the three and nine months ended June 30,2024 included intangibles amortization of$139and$419 due to the acquisition.18Sales by geographic destination,Americas,Asia,Middle East&Africa(AMEA)and Europe,are summarized below:Three Months En

138、ded June 30,Three Months Ended June 30,20232024AmericasAMEAEuropeTotalAmericasAMEAEuropeTotalFinal Control$498 399 138 1,035 509 398 139 1,046 Measurement&Analytical482 303 128 913 488 345 149 982 Discrete Automation312 180 176 668 294 154 170 618 Safety&Productivity269 18 76 363 262 18 71 351 Intel

139、ligent Devices1,561 900 518 2,979 1,553 915 529 2,997 Control Systems&Software322 207 134 663 326 224 150 700 Test&Measurement 160 98 97 355 AspenTech111 104 105 320 167 75 101 343 Software and Control433 311 239 983 653 397 348 1,398 Total$1,994 1,211 757 3,962 2,206 1,312 877 4,395 Nine Months End

140、ed June 30,Nine Months Ended June 30,20232024AmericasAMEAEuropeTotalAmericasAMEAEuropeTotalFinal Control$1,438 1,069 382 2,889 1,476 1,172 389 3,037 Measurement&Analytical1,333 853 364 2,550 1,475 1,004 463 2,942 Discrete Automation914 539 516 1,969 874 477 512 1,863 Safety&Productivity777 51 206 1,

141、034 774 53 211 1,038 Intelligent Devices4,462 2,512 1,468 8,442 4,599 2,706 1,575 8,880 Control Systems&Software930 578 384 1,892 972 650 440 2,062 Test&Measurement 486 295 323 1,104 AspenTech337 228 228 793 428 208 242 878 Software and Control1,267 806 612 2,685 1,886 1,153 1,005 4,044 Total$5,729

142、3,318 2,080 11,127 6,485 3,859 2,580 12,924 19Items 2 and 3.Managements Discussion and Analysis of Financial Condition and Results of Operations(Dollars are in millions,except per share amounts or where noted)OVERVIEWOn October 11,2023,the Company completed the acquisition of National Instruments Co

143、rporation(“NI”),which is now referred to as Test&Measurement and reported as a new segment in the Software and Control business group.NI provides software-connected automated test andmeasurement systems that enable enterprises to bring products to market faster and at a lower cost,and had revenues o

144、f approximately$1.7 billion for the 12 months ended September 30,2023.See Note 4.On June 6,2024,the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland toprivate equity funds managed by Blackstone for$1.5 billion and its note receivabl

145、e to Copeland for$1.9 billion.Upon entering into the noteagreement,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 billionto reflect the transaction price.The equity method losses related to the Companys non-controlling common

146、equity interest in Copeland,whichwere reported since May 2023 in Other deductions,net,have been reclassified and are now reported as discontinued operations for all periodspresented.See Notes 5 and 10 for further detail.For the third quarter of fiscal 2024,net sales were$4.4 billion,up 11 percent co

147、mpared with the prior year.Underlying sales,which excludeforeign currency translation,acquisitions and divestitures,were up 3 percent.Foreign currency translation had a 1 percent unfavorable impactand the Test&Measurement acquisition added 9 percent.Earnings from continuing operations attributable t

148、o common stockholders were$344,down 46 percent,and diluted earnings per share fromcontinuing operations were$0.60,down 46 percent compared with$1.12 in the prior year.The decrease was largely due to the Companysdefinitive agreement to sell its Copeland note receivable for$1.9 billion,which resulted

149、in a pretax loss of$279($217 after-tax,$0.38 per share)to adjust the carrying value of the note to reflect the transaction price(see Note 10 and further discussion below).Adjusted diluted earnings pershare from continuing operations were$1.43,up 11 percent compared with$1.29 in the prior year,reflec

150、ting sales growth and strong operatingperformance,as well as a$0.09 contribution from Test&Measurement.The table below presents the Companys diluted earnings per share from continuing operations on an adjusted basis to facilitate period-to-periodcomparisons and provide additional insight into the un

151、derlying,ongoing operating performance of the Company.Adjusted diluted earnings pershare from continuing operations excludes intangibles amortization expense,restructuring expense,first year purchase accounting related itemsand transaction-related costs,and certain gains,losses or impairments.Three

152、Months Ended June 30,20232024Diluted earnings from continuing operations per share$1.12 0.60 Amortization of intangibles0.15 0.35 Restructuring and related costs0.02 0.08 Acquisition/divestiture fees and related costs0.07 0.02 National Instruments investment gain(0.02)Interest income on undeployed p

153、roceeds from Copeland transaction(0.05)Loss on Copeland note receivable 0.38 Adjusted diluted earnings from continuing operations per share$1.29 1.43 20The table below summarizes the changes in adjusted diluted earnings per share from continuing operations.The items identified below arediscussed thr

154、oughout MD&A,see further discussion above and in the Business Segments and Financial Position sections below.Three MonthsEndedAdjusted diluted earnings from continuing operations per share-June 30,2023$1.29 Operations0.16 Foreign currency0.01 Effective tax rate and other(0.03)Adjusted diluted earnin

155、gs from continuing operations per share-June 30,2024$1.43 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30Following is an analysis of the Companys operating results for the third quarter ended June 30,2023,compared with the third quarter endedJune 30,2024.20232024Change(dollars in millions,e

156、xcept per share amounts)Net sales$3,946 4,380 11%Gross profit$1,994 2,314 16%Percent of sales50.5%52.8%2.3 ptsSG&A$1,042 1,254 20%Percent of sales26.4%28.6%2.2 ptsLoss on Copeland note receivable$279 Other deductions,net$130 294 Amortization of intangibles$120 264 Restructuring costs$12 57 Interest

157、expense,net$10 56 Interest income from related party$(10)(24)Earnings from continuing operations before income taxes$822 455(45)%Percent of sales20.8%10.4%(10.4)ptsEarnings from continuing operations common stockholders$643 344(46)%Percent of sales16.3%7.9%(8.4)ptsNet earnings common stockholders$9,

158、352 329(96)%Diluted EPS-Earnings from continuing operations$1.12 0.60(46)%Diluted EPS-Net earnings$16.28 0.57(96)%Adjusted Diluted EPS-Earnings from continuing operations$1.29 1.43 11%Net sales for the third quarter of fiscal 2024 were$4.4 billion,up 11 percent compared with 2023.Intelligent Devices

159、 sales were up 1 percent,while Software and Control sales were up 42 percent,which included the impact of the Test&Measurement acquisition.Underlying sales wereup 3 percent on 1 percent higher volume and 2 percent higher price.Foreign currency translation had a 1 percent unfavorable impact and theTe

160、st&Measurement acquisition added 9 percent.Underlying sales were down 2 percent in the U.S.and up 7 percent internationally.TheAmericas was up 3 percent,Europe was up 4 percent,and Asia,Middle East&Africa was up 2 percent(China down 11 percent).Cost of sales for the third quarter of fiscal 2024 were

161、$2,066,an increase of$114 compared with 2023,reflecting the impact of higher volumeand the Test&Measurement acquisition.Gross margin of 52.8 percent increased 2.3 percentage points,reflecting the Test&Measurementacquisition and higher price,partially offset by unfavorable geographic mix in Intellige

162、nt Devices.21Selling,general and administrative(SG&A)expenses of$1,254 increased$212 and SG&A as a percent of sales increased 2.2 percentagepoints to 28.6 percent compared with the prior year,reflecting the impact of the Test&Measurement acquisition.As discussed above,upon entering into the agreemen

163、t to sell the Copeland note receivable,the Company recorded a pretax loss of$279($217after-tax,$0.38 per share)to adjust the carrying value of the note to$1.9 billion to reflect the transaction price.Other deductions,net were$294 for the third quarter of fiscal 2024,an increase of$164 compared with

164、the prior year.The current year includedintangibles amortization related to the Test&Measurement acquisition of$139 and restructuring costs of$57.The prior year includedacquisition/divestiture costs of$38,a mark-to-market gain of$12 related to the Companys equity investment in National InstrumentsCo

165、rporation and a mark-to-market gain of$3 related to foreign currency forward contracts that were terminated in June 2023.See Note 7 andNote 10.Pretax earnings from continuing operations of$455 decreased$367,down 45 percent compared with the prior year.Earnings decreased$15 inIntelligent Devices and

166、decreased$42 in Software and Control.See the Business Segments discussion that follows and Note 14.Income taxes were$88 in the third quarter of fiscal 2024 and$168 in 2023,resulting in effective tax rates of 19 percent and 21 percent,respectively.The current year rate reflected a 3 percentage point

167、benefit related to the filing of the prior year U.S.tax return,partially offset byother items.Earnings from continuing operations attributable to common stockholders were$344,down 46 percent,and diluted earnings per share fromcontinuing operations were$0.60,down 46 percent compared with$1.12 in the

168、prior year.Adjusted diluted earnings per share from continuingoperations were$1.43 compared with$1.29 in the prior year,up 11 percent,reflecting strong operating results.See the analysis above ofadjusted earnings per share for further details.Earnings(Loss)from discontinued operations were($15)($(0.

169、03)per share)for the third quarter of fiscal 2024 and$8,709($15.16 per share)inthe prior year.See Note 5.Net earnings common stockholders in the third quarter of fiscal 2024 were$329 compared with$9,352 in the prior year,and earnings per sharewere$0.57 compared with$16.28 in the prior year.The table

170、 below,which shows results from continuing operations on an adjusted EBITA basis,is intended to supplement the Companysdiscussion of its results of operations herein.The Company defines adjusted EBITA as earnings from continuing operations excluding interestexpense,net,income taxes,intangibles amort

171、ization expense,restructuring expense,first year purchase accounting related items andtransaction-related costs,and certain gains,losses or impairments.Adjusted EBITA and adjusted EBITA margin are measures used bymanagement and may be useful for investors to evaluate the Companys operational perform

172、ance.Three Months Ended June 30,20232024ChangeEarnings from continuing operations before income taxes$822 455(45)%Percent of sales20.8%10.4%(10.4)ptsInterest expense,net10 56 Interest income from related party(10)(24)Amortization of intangibles169 313 Restructuring and related costs13 60 Acquisition

173、/divestiture fees and related costs38 17 National Instruments investment gain(12)AspenTech Micromine purchase price hedge(3)Loss on Copeland note receivable 279 Adjusted EBITA from continuing operations$1,027 1,156 13%Percent of sales26.0%26.4%0.4 pts22Business SegmentsFollowing is an analysis of op

174、erating results for the Companys business segments for the third quarter ended June 30,2023,compared with thethird quarter ended June 30,2024.The Company defines segment earnings as earnings before interest and taxes.See Note 14 for a discussionof the Companys business segments.INTELLIGENT DEVICES20

175、232024ChangeFXAcq/DivU/LSales:Final Control$1,035 1,046 1%1%2%Measurement&Analytical913 982 8%1%9%Discrete Automation668 618(8)%2%(6)%Safety&Productivity363 351(3)%(3)%Total$2,979 2,997 1%1%2%Earnings:Final Control$245 253 3%Measurement&Analytical257 252(2)%Discrete Automation124 109(12)%Safety&Prod

176、uctivity82 79(4)%Total$708 693(2)%Margin23.7%23.1%(0.6)ptsAmortization of intangibles:Final Control$22 21 Measurement&Analytical5 11 Discrete Automation8 9 Safety&Productivity7 6 Total$42 47 Restructuring and related costs:Final Control$(1)5 Measurement&Analytical1 3 Discrete Automation12 16 Safety&

177、Productivity(1)1 Total$11 25 Adjusted EBITA$761 765 1%Adjusted EBITA Margin25.5%25.5%-ptsIntelligent Devices sales were$3.0 billion in the third quarter of 2024,an increase of$18,or 1 percent.Underlying sales increased 2 percent onhigher price.Underlying sales were flat in the Americas,Europe increa

178、sed 3 percent and Asia,Middle East&Africa was up 4 percent(Chinadown 9 percent).Final Control sales increased$11,or 1 percent,reflecting strength in energy and power end markets,particularly in LatinAmerica and Middle East&Africa,largely offset by declines in the U.S.and China.Sales for Measurement&

179、Analytical increased$69,or 8percent,reflecting strong growth in nearly all geographies and strong backlog conversion.Discrete Automation sales decreased$50,or 8percent,reflecting weakness across most geographies driven in part by lower factory automation demand.Safety&Productivity sales decreased$12

180、,or 3 percent,due to softness across all geographies.Earnings for Intelligent Devices were$693,a decrease of$15,or 2 percent,andmargin decreased 0.6 percentage points to 23.1 percent,reflecting higher restructuring costs.Adjusted EBITA margin was 25.5 percent,flatcompared with the prior year,reflect

181、ing favorable price less net material inflation,partially offset by unfavorable geographic mix,softer MRO andincreases in other costs.23SOFTWARE AND CONTROL20232024ChangeFXAcq/DivU/LSales:Control Systems&Software$663 700 6%1%7%Test&Measurement 355%AspenTech320 343 7%7%Total$983 1,398 42%1%(36)%7%Ear

182、nings:Control Systems&Software$144 168 16%Test&Measurement(88)%AspenTech27 49 90%Total$171 129(24)%Margin17.4%9.2%(8.2)ptsAmortization of intangibles:Control Systems&Software$6 6 Test&Measurement 139 AspenTech121 121 Total$127 266 Restructuring and related costs:Control Systems&Software$1 4 Test&Mea

183、surement 25 AspenTech Total$1 29 Adjusted EBITA$299 424 42%Adjusted EBITA Margin30.4%30.3%(0.1)ptsSoftware and Control sales were$1.4 billion in the third quarter of 2024,an increase of$415,or 42 percent compared to the prior year,reflectingthe impact of the Test&Measurement acquisition and strong g

184、rowth in Control Systems&Software and AspenTech.Underlying sales were up 7percent on 5 percent higher volume and 2 percent higher price.Underlying sales increased 15 percent in the Americas and 6 percent in Europe,while Asia,Middle East&Africa decreased 3 percent(China down 20 percent).Control Syste

185、ms&Software sales increased$37,or 6 percent,reflecting strong international demand in process and hybrid end markets and strong demand in power end markets in the Americas.Test&Measurement sales were$355 for the third quarter.AspenTech sales increased$23,or 7 percent,reflecting higher license,mainte

186、nance andservices revenue.Earnings for Software and Control decreased$42,down 24 percent,and margin decreased 8.2 percentage points due to theTest&Measurement loss which reflected significant intangibles amortization and restructuring.Adjusted EBITA margin decreased 0.1percentage points,reflecting t

187、he impact of the Test&Measurement acquisition,largely offset by leverage on higher sales and higher price.24RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30Following is an analysis of the Companys operating results for the nine months ended June 30,2023,compared with the nine months endedJune

188、 30,2024.20232024Change(dollars in millions,except per share amounts)Net sales$11,075 12,873 16%Gross profit$5,415 6,514 20%Percent of sales48.9%50.6%1.7 ptsSG&A$3,072 3,827 25%Percent of sales27.7%29.7%2.0 ptsLoss on Copeland note receivable$279 Gain on subordinated interest$(79)Other deductions,ne

189、t$359 1,075 Amortization of intangibles$357 811 Restructuring costs$41 170 Interest expense,net$111 157 Interest income from related party$(10)(86)Earnings from continuing operations before income taxes$1,883 1,341(29)%Percent of sales17.0%10.4%(6.6)ptsEarnings from continuing operations common stoc

190、kholders$1,502 1,060(30)%Percent of sales13.6%8.2%(5.4)ptsNet earnings common stockholders$12,475 972(92)%Diluted EPS-Earnings from continuing operations$2.60 1.84(29)%Diluted EPS-Net earnings$21.56 1.69(92)%Adjusted Diluted EPS-Earnings from continuing operations$3.15 4.01 27%Net sales for the firs

191、t nine months of 2024 were$12.9 billion,up 16 percent compared with 2023.Intelligent Devices sales were up 5 percent,while Software and Control sales were up 51 percent,which included the impact of the Test&Measurement acquisition.Underlying sales wereup 7 percent on 5 percent higher volume and 2 pe

192、rcent higher price.Foreign currency translation had a 0.5 percent unfavorable impact,the Test&Measurement acquisition added 10 percent and the divestiture of Metran deducted 0.5 percent.Underlying sales increased 3 percent in theU.S.and increased 10 percent internationally.The Americas was up 5 perc

193、ent,Europe was up 9 percent and Asia,Middle East&Africa was up9 percent(China was down 2 percent).Cost of sales for 2024 were$6,359,an increase of$699 versus$5,660 in 2023,reflecting the impact of higher volume and the Test&Measurement acquisition.Gross margin of 50.6 percent increased 1.7 percentag

194、e points,reflecting the Test&Measurement acquisition,higherprice and leverage on higher sales,partially offset by the impact from acquisition-related inventory step-up amortization of$231,whichnegatively impacted margins by approximately 1.8 percentage points.SG&A expenses of$3,827 increased$755 and

195、 SG&A as a percent of sales increased 2.0 percentage points to 29.7 percent,reflecting theimpact of the Test&Measurement acquisition,partially offset by strong operating leverage on higher sales and mix.25On June 6,2024,the Company entered into definitive agreements to sell its 40 percent non-contro

196、lling common equity interest in Copeland toprivate equity funds managed by Blackstone for$1.5 billion and its note receivable to Copeland for$1.9 billion.Upon entering into the noteagreement,the Company recorded a pretax loss of$279($217 after-tax,$0.38 per share)to adjust the carrying value of the

197、note to$1.9 billionto reflect the transaction price.The equity method losses related to the Companys non-controlling common equity interest in Copeland,whichwere reported since May 2023 in Other deductions,net,have been reclassified and are now reported as discontinued operations for all periodspres

198、ented.See Notes 5 and 10 for further detail.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$1,075 in 2024,an increase of$716 compared with the prior year.The current year included intangib

199、les amortizationrelated to the Test&Measurement acquisition of$419,restructuring costs of$170,acquisition/divestiture costs of$92,and a divestiture loss of$39.The prior year included a charge of$47 related to the Company exiting its business in Russia,acquisition/divestiture costs of$48,a mark-to-ma

200、rket gain of$47 related to the Companys equity investment in National Instruments Corporation and a mark-to-market gain of$24 relatedto foreign currency forward contracts that were terminated in June 2023.See Note 7 and Note 10.Pretax earnings from continuing operations of$1,341 decreased$542 compar

201、ed with prior year.Earnings increased$134 in Intelligent Devicesand decreased$89 in Software and Control.See the Business Segments discussion that follows and Note 14.Income taxes were$266 in the first nine of months of fiscal 2024 and$400 in 2023,resulting in effective tax rates of 20 percent and 2

202、1 percent,respectively.The current year rate included a$57($0.10 per share)benefit related to discrete tax items and a benefit related to the filing of theprior year U.S.tax return,partially offset by unfavorable impacts from inventory step-up amortization and the loss on divestiture(see Note 4),whi

203、ch was nondeductible for tax purposes.In total,the net impact of these items benefited the rate by approximately 2 percentage points,whichwas partially offset by other items.Earnings from continuing operations attributable to common stockholders were$1,060,down 30 percent compared with the prior yea

204、r,anddiluted earnings per share from continuing operations were$1.84,down 29 percent compared with$2.60 in 2023.Adjusted diluted earnings pershare from continuing operations were$4.01 compared with$3.15 in the prior year,up 27 percent.See the analysis below of adjusted earningsper share for further

205、details.Earnings(Loss)from discontinued operations were$(88)($(0.15)per share),compared with$10,973($19.06 per share)in the prior year,reflecting the$8.4 billion after-tax gain on the Copeland transaction and the$2.1 billion after-tax gain on the InSinkErator divestiture.See Note 5.Net earnings comm

206、on stockholders were$972($1.69 per share)compared with$12,475($21.56 per share)in the prior year.The table below presents the Companys diluted earnings per share on an adjusted basis to facilitate period-to-period comparisons and provideadditional insight into the underlying,ongoing operating perfor

207、mance of the Company.26Nine Months Ended June 30,20232024Diluted earnings from continuing operations per share$2.60 1.84 Amortization of intangibles0.46 1.07 Restructuring and related costs0.07 0.25 Discrete taxes(0.10)Amortization of acquisition-related inventory step-up 0.38 Acquisition/divestitur

208、e fees and related costs0.07 0.22 Loss on divestiture of business 0.07 Gain on subordinated interest(0.10)National Instruments investment gain(0.06)AspenTech Micromine purchase price hedge(0.02)Interest income on undeployed proceeds from Copeland transaction(0.05)Loss on Copeland note receivable 0.3

209、8 Russia business exit charge0.08 Adjusted diluted earnings from continuing operations per share$3.15 4.01The 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 a

210、nd Financial Position sections below.Nine MonthsEndedAdjusted diluted earnings from continuing operations per share-June 30,2023$3.15 Operations0.79 Stock compensation0.05 Foreign currency(0.01)Pensions(0.02)Effective tax rate(0.04)Interest income from related party0.08 Share count0.01 Adjusted dilu

211、ted earnings from continuing operations per share-June 30,2024$4.01 The table below,which shows results on an adjusted EBITA basis,is intended to supplement the Companys discussion of its results ofoperations herein.27Nine Months Ended June 30,20232024ChangeEarnings from continuing operations before

212、 income taxes$1,883 1,341(29)%Percent of sales17.0%10.4%(6.6)ptsInterest expense,net111 157 Interest income from related party(10)(86)Amortization of intangibles504 958 Restructuring and related costs54 180 Acquisition/divestiture fees and related costs48 171 Loss on divestiture of business 39 Amort

213、ization of acquisition-related inventory step-up 231 Gain on subordinated interest(79)National Instruments investment gain(47)AspenTech Micromine purchase price hedge(24)Loss on Copeland note receivable 279 Russia business exit charge47 Adjusted EBITA from continuing operations$2,566 3,191 24%Percen

214、t of sales23.2%24.8%1.6 ptsBusiness SegmentsFollowing is an analysis of operating results for the Companys business segments for the nine months ended June 30,2023,compared with thenine months ended June 30,2024.The Company defines segment earnings as earnings before interest and taxes.As a result o

215、f the Companysportfolio transformation,the Company has realigned its business segments and now reports six segments and two business groups.See Note14.28INTELLIGENT DEVICES20232024ChangeFXAcq/DivU/LSales:Final Control$2,889 3,037 5%1%6%Measurement&Analytical2,550 2,942 15%1%1%17%Discrete Automation1

216、,969 1,863(5)%(5)%Safety&Productivity1,034 1,038%Total$8,442 8,880 5%1%6%Earnings:Final Control$618 706 14%Measurement&Analytical661 761 15%Discrete Automation378 322(15)%Safety&Productivity228 230 1%Total$1,885 2,019 7%Margin22.3%22.7%0.4 ptsAmortization of intangibles:Final Control$66 65 Measureme

217、nt&Analytical15 43 Discrete Automation22 26 Safety&Productivity20 19 Total$123 153 Restructuring and related costs:Final Control$12 5 Measurement&Analytical2 7 Discrete Automation20 33 Safety&Productivity1 2 Total$35 47 Adjusted EBITA$2,043 2,219 9%Adjusted EBITA Margin24.2%25.0%0.8 ptsIntelligent D

218、evices sales were$8.9 billion in the first nine months of 2024,an increase of$438,or 5 percent.Underlying sales increased 6percent on 4 percent higher volume and 2 percent higher price.Underlying sales increased 3 percent in the Americas,Europe increased 8percent,and Asia,Middle East&Africa was up 1

219、0 percent(China down 2 percent).Final Control sales increased$148,or 5 percent,reflectingstrength in energy and power end markets.Sales for Measurement&Analytical increased$392,or 15 percent,reflecting robust growth in allgeographies and strong backlog conversion.Discrete Automation sales decreased$

220、106,or 5 percent,reflecting softness in all geographies.Safety&Productivity sales increased$4,essentially flat,reflecting moderate results across all geographies.Earnings for Intelligent Deviceswere$2,019,an increase of$134,or 7 percent,and margin increased 0.4 percentage points to 22.7 percent.Adju

221、sted EBITA margin was 25.0percent,an increase of 0.8 percentage points,reflecting leverage on higher sales and favorable price less net material inflation,partially offset byincreases in other costs.29SOFTWARE AND CONTROL20232024ChangeFXAcq/DivU/LSales:Control Systems&Software$1,892 2,062 9%1%10%Tes

222、t&Measurement 1,104%AspenTech793 878 11%11%Total$2,685 4,044 51%(41)%10%Earnings:Control Systems&Software$378 468 24%Test&Measurement(245)%AspenTech(60)6 110%Total$318 229(28)%Margin11.8%5.7%(6.1)ptsAmortization of intangibles:Control Systems&Software$17 22 Test&Measurement 419 AspenTech364 364 Tota

223、l$381 805 Restructuring and related costs:Control Systems&Software$7 8 Test&Measurement 81 AspenTech Total$7 89 Adjusted EBITA$706 1,123 59%Adjusted EBITA Margin26.3%27.8%1.5 ptsSoftware and Control sales were$4,044 in the first nine months of 2024,an increase of$1,359,or 51 percent compared to the

224、prior year,reflecting the impact of the Test&Measurement acquisition.Underlying sales were up 10 percent on 8 percent higher volume and 2 percenthigher price.Underlying sales increased 11 percent in the Americas,12 percent in Europe and 8 percent in Asia,Middle East&Africa(Chinadown 3 percent).Contr

225、ol Systems&Software sales increased$170,or 9 percent,reflecting strong international demand in process and hybridend markets while power end markets were strong globally.Test&Measurement sales were$1,104 in the first nine months of 2024.AspenTechsales increased$85,or 11 percent,reflecting higher lic

226、ense,maintenance and services revenue.Earnings for Software and Control decreased$89,down 28 percent,and margin decreased 6.1 percentage points,reflecting the impact from$419 of incremental intangibles amortizationrelated to the Test&Measurement acquisition.Adjusted EBITA margin increased 1.5 percen

227、tage points,reflecting leverage on higher sales andhigher price,partially offset by the impact of the Test&Measurement acquisition.30FINANCIAL CONDITIONKey elements of the Companys financial condition as of and for the nine months ended June 30,2024 as compared to the year endedSeptember 30,2023 and

228、 the nine months ended June 30,2023 follow.June 30,2023Sept 30,2023June 30,2024Operating working capital$(144)$1,283$1,921 Current ratio2.4 2.7 1.2 Total debt-to-total capital28.9%28.3%32.7%Net debt-to-net capital(8.8)%0.5%27.3%Interest coverage ratio10.1 X12.1 X6.1 XOperating working capital increa

229、sed due to the acquisition of NI.As of June 30,2024,Emersons cash and equivalents totaled$2,298,whichincluded approximately$240 attributable to AspenTech.The cash held by AspenTech is intended to be used for its own purposes and is notavailable to return to Emerson shareholders.The current ratio dec

230、reased compared to September 30,2023,reflecting the decrease in cash and increase in short-term borrowings used tosupport the NI acquisition.The interest coverage ratio(earnings before income taxes plus interest expense,divided by interest expense)of 6.1Xfor the first nine months of fiscal 2024 comp

231、ares to 10.1X for the nine months ended June 30,2023,reflecting lower GAAP pretax earningslargely due to the NI acquisition.Excluding the impact from acquisition-related inventory step-up amortization of$231,higher intangiblesamortization of$454,acquisition/divestiture fees and related costs of$171,

232、higher restructuring and related costs of$127,the loss of$279 onthe Copeland note receivable and the gain on subordinated interest of$79,the interest coverage ratio was 10.7X.Operating cash flow from continuing operations for the first nine months of fiscal 2024 was$2,244,an increase of$525 compared

233、 with$1,719 inthe prior year,reflecting higher earnings(excluding the impact of items related to the NI acquisition and the loss on the Copeland notereceivable)and favorable changes in working capital.Acquisition-related costs and integration activities negatively impacted operating cash flowin the

234、current year by approximately$210.AspenTech generated operating cash flow of approximately$320 compared to approximately$295 inthe prior year.Free cash flow from continuing operations of$1,993 in the first nine months of fiscal 2024(operating cash flow of$2,244 lesscapital expenditures of$251)increa

235、sed$468 compared to free cash flow of$1,525 in 2023(operating cash flow of$1,719 less capitalexpenditures of$194),reflecting the increase in operating cash flow,partially offset by higher capital expenditures.Cash used in investingactivities from continuing operations was$8,600,reflecting the acquis

236、ition of NI.Cash provided by financing activities from continuing operationswas$583,reflecting an increase in short-term borrowings of$2,229,partially offset by the repayment of 500 of euro-denominated debt that wasdue in May 2024,share repurchases and dividends.Total cash provided by operating acti

237、vities was$2,248 including the impact of discontinued operations,and increased$968 compared with$1,280 in the prior year.Subsequent to the end of the quarter,the Company completed the sale of its note receivable to Copeland on August 2,2024 and received$1.9 billion of pretax cash proceeds.The Compan

238、y expects the sale of its 40 percent non-controlling common equity interest in Copeland toprivate equity funds managed by Blackstone for$1.5 billion to close by the end of August 2024.The Company intends to use the approximately$2.9 billion of after-tax cash proceeds from both transactions to pay do

239、wn its existing debt obligations.Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and hasbeen successful in efficiently deploying cash where needed worldwide to fund operations,complete acquisitions and sustain

240、 long-term growth.Emerson is in a strong financial position,with total assets of$46 billion and common stockholders equity of$21 billion,and has the resourcesavailable for reinvestment in existing businesses,strategic acquisitions and managing its capital structure on a short-and long-term basis.31F

241、ISCAL 2024 OUTLOOKFor the full year,consolidated net sales from continuing operations are expected to be up approximately 15 percent,with underlying sales upapproximately 6 percent excluding an approximate 9.5 percent impact from the NI acquisition and a 0.5 percent unfavorable impact from foreigncu

242、rrency.Earnings per share from continuing operations are expected to be$2.82 to$2.87,while adjusted earnings per share from continuingoperations are expected to be$5.45 to$5.50(see the following reconciliation).Outlook for Fiscal 2024 Earnings Per Share2024Diluted earnings from continuing operations

243、 per share$2.82-$2.87 Amortization of intangibles 1.42 Restructuring and related costs 0.34 Loss on Copeland note receivable0.38 Amortization of acquisition-related inventory step-up0.38 Acquisition/divestiture fees and related costs 0.24 Divestiture loss/(gain),net(0.03)Discrete tax benefits(0.10)A

244、djusted diluted earnings from continuing operations per share$5.45-$5.50Operating cash flow from continuing operations is expected to be approximately$3.2 billion and free cash flow from continuing operations,whichexcludes projected capital spending of approximately$0.4 billion,is expected to be app

245、roximately$2.8 billion.The fiscal 2024 outlook assumesapproximately$300 million returned to shareholders through share repurchases and approximately$1.2 billion of dividend payments.Statements in this report that are not strictly historical may be forward-looking statements,which involve risks and u

246、ncertainties,and Emersonundertakes no obligation to update any such statements to reflect later developments.These risks and uncertainties include the scope,durationand ultimate impacts of the Russia-Ukraine and other global conflicts,as well as economic and currency conditions,market demand,pricing

247、,protection of intellectual property,cybersecurity,tariffs,competitive and technological factors,and inflation,among others,which are set forth inthe“Risk Factors”of Part I,Item 1A,and the Safe Harbor Statement of Part II,Item 7,to the Companys Annual Report on Form 10-K for theyear ended September

248、30,2023 and in subsequent reports filed with the SEC,which are hereby incorporated by reference.Item 4.Controls and Procedures The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in itsreports under the Securities Exchange

249、 Act of 1934 is recorded,processed,summarized and reported in a timely manner.This system also isdesigned to ensure information is accumulated and communicated to management,including the Companys certifying officers,to allow timelydecisions regarding required disclosure.Based on an evaluation perfo

250、rmed,the certifying officers have concluded that the disclosure controlsand procedures were effective as of the end of the period covered by this report.Notwithstanding the foregoing,there can be no assurance that the Companys disclosure controls and procedures will detect or uncover allfailures of

251、persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in theCompanys reports.There was no change in the Companys internal control over financial reporting during the period covered by this report that has materiallyaffected,or

252、is reasonably likely to materially affect,the Companys internal control over financial reporting.32PART II.OTHER INFORMATIONItem 2.Unregistered Sales of Equity Securities and Use of ProceedsNeither the Company nor any“affiliated purchaser”repurchased any shares of Company common stock during the thr

253、ee-month period endedJune 30,2024.In March 2020,the Board of Directors authorized the purchase of 60 million shares and a total of approximately 31.4 sharesremain available for purchase under the authorization.Item 5.Other InformationDuring the three-month period ended June 30,2024,none of our direc

254、tors or officers adopted or terminated a Rule 10b5-1 trading arrangementor non-Rule 10b5-1 trading arrangement.Item 6.Exhibits(a)Exhibits(Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).2.1*Note Purchase Agreement,dated as of June 6,2024,among Emerson Electric Co.

255、,EMR Holdings,Inc.,Emerald JV Holdings L.P.,and EMRLD Seller Notes Issuer LP,incorporated by reference to the Companys Form 8-K filed on June 6,2024,File No.1-278,Exhibit 2.1.2.2*Unit Purchase Agreement,dated as of June 6,2024,among Emersub 21 LLC,Emersub 22 LLC,Humboldt Hermetic Motor Corp.,Emersub

256、 XLVI,Inc.,BCP Emerald Aggregator L.P.,Emerald JV Holdings L.P.,and Emerald JV Holdings G.P.LLC,incorporated byreference to the Companys Form 8-K filed on June 6,2024,File No.1-278,Exhibit 2.2.31Certifications pursuant to Exchange Act Rule 13a-14(a).32Certifications pursuant to Exchange Act Rule 13a

257、-14(b)and 18 U.S.C.Section 1350.101 Attached as Exhibit 101 to this report are the following documents formatted in iXBRL(Inline Extensible Business ReportingLanguage):(i)Consolidated Statements of Earnings for the three and nine months ended June 30,2024 and 2023,(ii)ConsolidatedStatements of Compr

258、ehensive Income for the three and nine months ended June 30,2024 and 2023,(iii)Consolidated BalanceSheets as of September 30,2023 and June 30,2024,(iv)Consolidated Statements of Equity for the three and nine months endedJune 30,2024 and 2023,(v)Consolidated Statements of Cash Flows for the nine mont

259、hs ended June 30,2024 and 2023,and(vi)Notes to Consolidated Financial Statements for the three and nine months ended June 30,2024 and 2023.104 Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101).*Certain schedules and exhibits have been omitted pursuant to Item 60

260、1(a)(5)of Regulation S-K.Emerson agrees to furnishsupplementally a copy of any omitted schedule or exhibit to the SEC upon request.33SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned th

261、ereunto duly authorized.EMERSON ELECTRIC CO.By/s/M.J.Baughman M.J.Baughman Executive Vice President,Chief Financial Officer and Chief Accounting Officer (on behalf of the registrant and as Chief Financial Officer)August 7,202434Exhibit 31CertificationI,S.L.Karsanbhai,certify that:1.I have reviewed t

262、his quarterly report on Form 10-Q of Emerson Electric Co.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not mislead

263、ing with respect to the periodcovered by this report;3.Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all material respectsthe financial condition,results of operations and cash flows of the registrant as of,and for,the period

264、s presented in this report;4.The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as definedin Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(

265、f)and15d-15(f)for the registrant and have:a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is made known to

266、us by others within thoseentities,particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under oursupervision,to provide reasonable assurance regarding the

267、 reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about thee

268、ffectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;andd)Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recentfiscal quarter(the

269、registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or is reasonably likely to materiallyaffect,the registrants internal control over financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent evaluation

270、of internal control over financial reporting,tothe registrants auditors and the audit committee of the registrants board of directors:a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely

271、 affect the registrants ability to record,process,summarize and report financial information;andb)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrants internalcontrol over financial reporting./s/S.L.KarsanbhaiS.L.KarsanbhaiPresi

272、dent andChief Executive OfficerEmerson Electric Co.August 7,2024CertificationI,M.J.Baughman,certify that:1.I have reviewed this quarterly report on Form 10-Q of Emerson Electric Co.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a materi

273、al fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the periodcovered by this report;3.Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in

274、all material respectsthe financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in this report;4.The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as definedin Exc

275、hange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and15d-15(f)for the registrant and have:a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervis

276、ion,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is made known to us by others within thoseentities,particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting,or caused such

277、 internal control over financial reporting to be designed under oursupervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c)Evaluated the

278、 effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;andd)Disclosed in this report any change in t

279、he registrants internal control over financial reporting that occurred during the registrants most recentfiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materially affected,or is reasonably likely to materiallyaffect,the registrants internal control over

280、 financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting,tothe registrants auditors and the audit committee of the registrants board of directors:a)All significant deficiencies and materia

281、l weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrants ability to record,process,summarize and report financial information;and b)Any fraud,whether or not material,that involves management or other employees

282、 who have a significant role in the registrants internalcontrol over financial reporting./s/M.J.BaughmanM.J.BaughmanExecutive Vice President,Chief Financial Officer andChief Accounting OfficerEmerson Electric Co.August 7,2024Exhibit 32CERTIFICATION PURSUANT TOEXCHANGE ACT RULE 13a-14(b)AND18 U.S.C.S

283、ECTION 1350In connection with the Quarterly Report of Emerson Electric Co.(the Company)on Form 10-Q for the period ended June 30,2024,as filed withthe Securities and Exchange Commission on the date hereof(the Report),I,S.L.Karsanbhai,certify,to the best of my knowledge,pursuant toExchange Act Rule 1

284、3a-14(b)and 18 U.S.C.Section 1350,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934;and(2)The information contained in the Report fairly presents,in all material respects,the financial condition and results ofoperations of the Comp

285、any./s/S.L.KarsanbhaiS.L.KarsanbhaiPresident andChief Executive OfficerEmerson Electric Co.August 7,2024CERTIFICATION PURSUANT TOEXCHANGE ACT RULE 13a-14(b)AND18 U.S.C.SECTION 1350In connection with the Quarterly Report of Emerson Electric Co.(the Company)on Form 10-Q for the period ended June 30,20

286、24,as filed withthe Securities and Exchange Commission on the date hereof(the Report),I,M.J.Baughman,certify,to the best of my knowledge,pursuant toExchange Act Rule 13a-14(b)and 18 U.S.C.Section 1350,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities E

287、xchange Act of 1934;and(2)The information contained in the Report fairly presents,in all material respects,the financial condition and results ofoperations of the Company./s/M.J.BaughmanM.J.BaughmanExecutive Vice President,Chief Financial Officer andChief Accounting OfficerEmerson Electric Co.August 7,2024