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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For

2、the transition period from _ to _ Commission file number 1-278 EMERSON 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,Missour

3、i63136(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 Y

4、ork Stock ExchangeNYSE Chicago1.250%Notes due 2025EMR 25ANew York Stock Exchange2.000%Notes due 2029EMR 29New York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Secur

5、ities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate 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 of1934 du

6、ring the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject tosuch filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required

7、 to be submitted pursuant to Rule405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required tosubmit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-

8、accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”andemerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller

9、 reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by

10、check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accountingfirm that prepared or issues its

11、 audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those erro

12、r corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2

13、 of the Act).Yes No Aggregate market value of the voting stock held by nonaffiliates of the registrant as of close of business onMarch 31,2024:$64.8 billion.Common stock outstanding at October 31,2024:570.2 million shares.Documents Incorporated by Reference1.Portions of Emerson Electric Co.Notice of

14、 2025 Annual Meeting of Shareholders and Proxy Statement incorporated by reference into PartIII hereof.PART I ITEM 1-BUSINESSEmerson(“the Company”)is a global technology and software company that provides innovative solutions for customers in a wide range of endmarkets around the world.Through its l

15、eading automation portfolio,Emerson helps process,hybrid and discrete manufacturers optimizeoperations,protect personnel,reduce emissions and achieve their sustainability goals.Sales by geographic destination in 2024 were:theAmericas,50 percent;Asia,Middle East&Africa,30 percent(China,11 percent);an

16、d Europe,20 percent.Portfolio management is an integral component of Emersons growth and value creation strategy.Over the past three years,the Company hastaken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of n

17、on-core businesses.These actions were undertaken to create a cohesive,higher growth and higher margin industrial technology portfolio as aglobal automation leader serving a diversified set of end markets.The Companys recent portfolio actions include the following transactions(notethat all dollars in

18、 Item 1 are in millions,except where noted):On October 11,2023,the Company completed the acquisition of National Instruments Corporation(NI)at an equity value of$8.2billion.NI,which provides software-connected automated test and measurement systems that enable enterprises to bring products tomarket

19、faster and at a lower cost,had revenues of approximately$1.7 billion and pretax earnings of approximately$170 for the 12months ended September 30,2023.On May 31,2023,the Company completed the sale of a majority stake in its Climate Technologies business(which constitutes theformer Climate Technologi

20、es segment,excluding Therm-O-Disc which was divested earlier in 2022;the new standalone business isnamed Copeland)to private equity funds managed by Blackstone in a$14.0 billion transaction.Emerson received upfront,pre-tax cashproceeds of approximately$9.7 billion and a note receivable with a face v

21、alue of$2.25 billion,while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone.Subsequently,in August 2024,Emerson sold its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blac

22、kstone for$1.5billion and sold the note receivable to Copeland for$1.9 billion.On October 31,2022,the Company completed the divestiture of its InSinkErator business,which manufactures food waste disposers,toWhirlpool Corporation for$3.0 billion.On May 31,2022 the Company completed the divestiture of

23、 its Therm-O-Disc sensing and protection technologies business to anaffiliate of One Rock Capital Partners,LLC.On May 16,2022,the Company completed the transactions contemplated by its definitive agreement with Aspen Technology,Inc.(Heritage AspenTech)to contribute two of Emersons stand-alone indust

24、rial software businesses,Open Systems International,Inc.andthe Geological Simulation Software business(collectively,the“Emerson Industrial Software Business”),along with approximately$6.0billion in cash to Heritage AspenTech stockholders,to create New AspenTech,a diversified,high-performance industr

25、ial softwareleader with greater scale,capabilities and technologies(defined as AspenTech herein).Upon closing of the transaction,Emersonowned 55 percent of the outstanding shares of AspenTech common stock(on a fully diluted basis).AspenTech had 2023 net sales of$1.04 billion.On November 5,2024,the C

26、ompany announced a proposal to acquire all outstanding shares of common stock of AspenTech notalready owned by Emerson for$240 per share in cash,which implies a fully diluted market capitalization for AspenTech of$15.3 billionand an enterprise value of$15.1 billion.The Company currently owns approxi

27、mately 57 percent of AspenTechs outstanding shares ofcommon stock.The proposal is not subject to any financing condition and would be financed from cash on hand,committed lines ofcredit and/or other available sources of financing.Also on November 5,2024,the Company announced that it is exploring str

28、ategicalternatives,including a cash sale,for its Safety&Productivity segment.No assurance can be given whether the proposal or the reviewwill lead to one or more transactions or as to any of the terms or conditions of such transactions.See Item 1A-Risk Factors foradditional information.1Further info

29、rmation regarding acquisition and divestiture activity is set forth in Notes 4 and 5.Certain prior year amounts have been reclassified to conform to the current year presentation.This includes the equity method losses related tothe Companys non-controlling common equity interest in Copeland,which we

30、re reported since May 2023 in Other deductions,net,and havenow been reclassified and reported as discontinued operations for all periods presented(see Note 5).Beginning in 2024,the Company reportsNI(which is now referred to as Test&Measurement)as a new segment in the Software and Control business gr

31、oup.As a result of its portfoliotransformation discussed above,the Company now reports seven segments and two business groups,which are highlighted in the table below(see Note 20 for further details).INTELLIGENT DEVICESSOFTWARE AND CONTROLFinal ControlControl Systems&SoftwareMeasurement&AnalyticalTe

32、st&MeasurementDiscrete AutomationAspenTechSafety&ProductivityThe Companys comprehensive automation portfolio includes intelligent devices,control systems and design and optimization software solutionsto support a diverse set of industries and infrastructure,including process industries(such as chemi

33、cal,power&renewables and energy),hybridindustries(life sciences,metals&mining,food&beverage,pulp&paper,and others),discrete industries(including automotive,medical,packaging and semiconductor)and more.Emerson was incorporated in Missouri in 1890 and has evolved through internal growth and strategic

34、acquisitions.Management has a well-established set of operating mechanisms to manage its business performance and set strategy.The Company also has processes undertakenby management with oversight from the Board of Directors to specifically focus on risks in areas such as cybersecurity,compliance,le

35、gal,sustainability,financial and reputational,among others.The Company periodically updates,assesses,and monitors its risk exposures,providestimely updates to the Board,and takes actions to mitigate these risks.All Note references in this document refer to Notes to Consolidated Financial Statements

36、set forth in Item 8 of this Annual Report on Form 10-K,which notes are hereby incorporated by reference.See also Item 1A-“Risk Factors”and Item 7-“Managements Discussion and Analysis ofFinancial Condition and Results of Operations.”INTELLIGENT DEVICESFinal ControlThe Final Control segment is a leadi

37、ng global provider of control valves,isolation valves,shutoff valves,pressure relief valves,pressure safetyvalves,actuators,and regulators for process and hybrid industries.These solutions respond to commands from a control system to continuouslyand precisely control and regulate the flow of liquids

38、 or gases to achieve safe operation along with reliability,sustainability and optimizedperformance.Products within our Final Control segment are marketed under a variety of brands including:Anderson Greenwood,Bettis,Crosby,Fisher,Keystone,KTM and Vanessa.Measurement&AnalyticalThe Measurement&Analyti

39、cal segment is a leading supplier of intelligent instrumentation measuring the physical properties of liquids or gases,such as pressure,temperature,level,flow,acoustics,corrosion,pH,conductivity,water quality,toxic gases,and flame.These devices transferdata and asset management information to contro

40、l systems and automation software,allowing process and hybrid industry operators to makeeducated decisions regarding production,reliability,sustainability and safety.Products within our Measurement&Analytical segment aremarketed under a variety of brands including:Flexim,Micro Motion and Rosemount.D

41、iscrete AutomationThe Discrete Automation segment includes solenoid valves,pneumatic valves,valve position indicators,pneumatic cylinders and actuators,airpreparation equipment,pressure and temperature switches,electric linear motion2solutions,programmable automation control systems and software,ele

42、ctrical distribution equipment,and materials joining solutions usedprimarily in discrete industries.Products within our Discrete Automation segment are marketed under a variety of brands including:Afag,Appleton,ASCO,Aventics,Branson,Movicon,PACSystems,SolaHD,TESCOM,and TopWorx.Safety&ProductivityThe

43、 Safety&Productivity segment delivers tools for professionals and homeowners that support infrastructure,promote safety and enhanceproductivity.Pipe-working tools include pipe wrenches and cutters,pipe threading and roll grooving equipment,battery hydraulic tools for pressconnections,drain cleaners

44、and diagnostic systems,including sewer inspection cameras and locating equipment.Electrical tools include conduitbenders and cable pulling equipment,battery hydraulic tools for cutting and crimping electrical cable,and hole-making equipment.Otherprofessional tools include water jetters,wet-dry vacuu

45、ms,commercial vacuums and hand tools.Products within our Safety&Productivitysegment are marketed under a variety of brands including:Greenlee,Klauke,ProTeam and RIDGID.SOFTWARE AND CONTROLControl Systems&SoftwareThe Control Systems&Software segment provides control systems and software that control

46、plant processes by collecting and analyzinginformation from measurement devices in the plant.These technologies determine optimal settings with software based on a customers specificalgorithms and use that information to adjust valves,pumps,motors,drives and other control hardware for maximum produc

47、t quality,processefficiency,sustainability and safety.These solutions include distributed control systems,safety instrumented systems,SCADA systems,application software,digital twins,asset performance management and cybersecurity.Control Systems&Software solutions are predominantlyused by process an

48、d hybrid manufacturers.Products within our Control Systems&Software segment are marketed under a variety of brandsincluding:AMS,DeltaV and Ovation.Test&MeasurementAs discussed above,Emerson completed the acquisition of NI on October 11,2023.This business is now referred to as Test&Measurementand is

49、reported as a new segment in the Software and Control business group in 2024.Test&Measurement provides software-connectedautomated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost.The Test&Measurement business spans the full range of custome

50、r needs including modular instrumentation,data acquisition and control solutions,andgeneral-purpose development software.AspenTechAspenTech is a global leader in asset optimization software that enables industrial manufacturers to design,operate and maintain theiroperations for maximum performance.A

51、spenTech combines decades of modeling,simulation and optimization capabilities with industrialoperations expertise and applies advanced analytics to improve the profitability and sustainability of production assets.The purpose-builtsoftware drives value for customers by improving operational efficie

52、ncy and maximizing productivity,reducing unplanned downtime and safetyrisks,and minimizing energy consumption and emissions.RESEARCH&DEVELOPMENTInvesting in innovation to accelerate organic growth is a critical component of Emersons value creation strategy.The Company is focused onkey growth initiat

53、ives across its software,control and intelligent devices portfolio.These initiatives include disruptive measurement technologies,software-defined automation systems,self-optimizing asset software and sustainability solutions.Total spending for R&D,engineering expenseand customer-funded engineering a

54、nd development was 8.1 percent of sales in 2024 compared to 6.9 percent in 2023 and 6.3 percent in 2022.3DISTRIBUTIONThe principal worldwide distribution channel for a majority of the Companys product offerings is through a direct sales force,while a network ofindependent sales representatives,and t

55、o a lesser extent independent distributors purchasing products for resale,are also utilized.RAW MATERIALSThe Companys major requirements for basic raw materials include steel,cast iron,electronics,rare earth metals,aluminum and brass;and to alesser extent,plastics and petroleum-based chemicals.The C

56、ompany seeks to have many sources of supply for each of its major requirementsin order to avoid significant dependence on any one or a few suppliers.However,the supply of materials or other items could be disrupted bynatural disasters or other events.Despite market price volatility for certain requi

57、rements,the raw materials and various purchased componentsneeded for the Companys products have generally been available in sufficient quantities.See Item 7-“Managements Discussion and Analysisof Financial Condition and Results of Operations.”PATENTS,TRADEMARKS AND LICENSESThe Company maintains an i

58、ntellectual property portfolio it has developed or acquired over a number of years,including patents,trademarks andlicenses.The Company also continues to develop or acquire new intellectual property.New patent applications are continuously filed to protectthe Companys ongoing research and developmen

59、t activities and the Company periodically reviews the continued utility of patent assets.TheCompanys trademark registrations may be renewed and their duration is dependent upon national laws and trademark use.While thisproprietary intellectual property portfolio is important to the Company in the ag

60、gregate,management does not regard any of its segments asbeing dependent on any single patent,trademark registration or license.BACKLOG The Companys estimated consolidated order backlog was$8.4 billion and$7.8 billion at September 30,2024 and 2023,respectively,of whichapproximately$1.3 billion and$1

61、.2 billion related to AspenTech,while approximately$400 was attributable to Test&Measurement.Approximately 75 percent of the Companys consolidated backlog is expected to be recognized as revenue over the next 12 months,with theremainder substantially over the subsequent two years thereafter.Backlog

62、by business group at September 30,2024 and 2023 follows(dollarsin millions):2023 2024 Intelligent Devices$4,471 4,491 Software and Control3,302 3,957 Total Backlog$7,773 8,448 COMPETITIONThe Companys businesses operate in highly competitive markets.The Company competes based on product performance,q

63、uality,branding,service and/or price across the industries and markets served.A significant element of the Companys competitive strategy is to deliver solutionsto our customers by manufacturing high-quality products at the best relevant global cost.Although no single company competes directly withEm

64、erson in all of the Companys product lines,various companies compete in one or more product lines with the number of competitors varyingby product line.Some competitors have substantially greater sales,assets and financial resources than Emerson and the Company alsocompetes with many smaller compani

65、es.Management believes Emerson has a market leadership position in many of its product lines.REGULATIONSThe Companys operations,products and services are subject to various government regulations,including environmental regulations.Ourmanufacturing locations generate waste,of which treatment,storage

66、,transportation and disposal are subject to U.S.federal,state,foreignand/or local laws and regulations relating to protection of the environment.The Company continually works to minimize the environmental impactof its operations through safe4technologies,facility design and operating procedures.Comp

67、liance with government regulations,including environmental regulations,has nothad,and based on current information and the applicable laws and regulations currently in effect,is not expected to have a material effect on theCompanys capital expenditures(including expenditures for environmental contro

68、l facilities),earnings or competitive position.However,laws andregulations may be changed,accelerated or adopted that impose significant operational restrictions and compliance requirements upon theCompany and which could negatively impact our operating results.See Item 1A-Risk Factors.HUMAN CAPITAL

69、 RESOURCESEmerson is dedicated to modernizing our workplace culture to meet the needs and expectations of todays workers and attract talent that willhelp us thrive.In 2022,Emerson introduced Lets Go,the Companys first-ever employee value proposition(EVP),inviting our global workforceand potential hi

70、res to join in making the world healthier,safer,smarter and more sustainable.Building on this momentum,Emerson in 2024focused on activating its EVP among employees by further defining it across five key cultural areas:Legacy of Innovation;Challenging,Purposeful Work;Diverse People,Working Together;L

71、imitless Growth;and Global and Local Impact.Collectively,these five areas formEmersons differentiated employee experience.By substantiating progress and achievements in each of these areas,the Company isstrengthening its culture and enabling its EVP to be considered at every touchpoint of the employ

72、ee lifecycle and experience-from HRprograms to the actions of leaders,behavioral norms and physical work environment.The skills,experience and industry knowledge of key employees significantly benefit Emersons operations and performance.The CompanysBoard of Directors and management oversee various e

73、mployee initiatives.Emerson supports and develops its employees through global trainingand development programs that build and strengthen employees leadership and professional skills.Leadership development programs includeintensive learning programs for new leaders as well as more established leader

74、s.The Company also partners with educational institutions andnonprofit organizations to help prepare current and future workers with the knowledge and skills they need to succeed.To assess and improve employee retention and engagement,Emerson implemented a globally consistent,digital continuous list

75、ening strategy in2023 through which all employees across the Company are surveyed annually and their feedback is used to drive actions that address areas ofemployee interest and concern.In 2024,89 percent of employees participated(up from 85 percent in 2023)and Emersons overall engagementscore incre

76、ased to 79 percent(up from 78 percent).In addition,Emersons inclusion index score increased by 3.5 percentage points to 79percent.Employee health and safety in the workplace is also one of the Companys core values.The Corporate Safety Council is led by our ChiefSustainability Officer and oversees ou

77、r safety efforts,supported by health and safety committees and leaders that operate at the local site level.Hazards in the workplace are actively identified and management tracks incidents so remedial actions can be taken to improve workplace safety.In 2024,the Companys total recordable rate of inju

78、ries was 0.30,and its lost or restricted workday case rate was 0.22(both measured as thenumber of incidents per 100 employees).We have identified other human capital priorities,including,among other things,providing competitive wages and benefits and promoting aninclusive culture.The Company is comm

79、itted to efforts to build diverse teams and foster a work environment that supports our large globalworkforce and helps us innovate for our customers.Overall,women represent 33 percent of our global workforce and 24 percent of leadershippositions are held by women.In the U.S.,minorities represent 36

80、 percent of our workforce and 23 percent of our leadership positions.Our globalEmployee Resource Groups support our diverse workforce and have grown to over 13,000 members.We are proud to have been named toFortune Magazines Americas Most Innovative Companies list for 2023 and as a Best Employer for

81、Diversity by Forbes in 2022.Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate itsbusiness successfully.The Company and its subsidiaries had approximately 73,000 employees at September 30,2024.Management believesthat the

82、Companys employee relations are favorable.A small portion of the Companys U.S.employees are unionized,while outside the U.S.,we have employees in certain countries,particularly inEurope,that are represented by an employee representative organization,such as a union,works council or employee associat

83、ion.5ENVIRONMENTAL SUSTAINABILITYEmersons global purpose is to drive innovation that makes the world healthier,safer,smarter and more sustainable.Our environmentalsustainability strategy is focused on driving progress within our facilities and helping our customers achieve their ESG objectives.In 20

84、21,weappointed Mike Train as Chief Sustainability Officer.This role,part of our Office of the Chief Executive,reflects our focus on sustainability acrossour company.Under his leadership,Emerson has made significant strides,and we are strengthening our leadership position as our customersand supplier

85、s work to deliver their environmental targets.In 2022,we set an ambitious target to achieve net zero greenhouse gas(GHG)emissions across our value chain by 2045 compared to a 2021baseline.To set us on the right pathway,we will target net zero operations and a 25 percent reduction of our value chain

86、emissions by 2030,alsocompared to a 2021 baseline.In 2023,we established a goal to achieve zero waste to landfill in our manufacturing facilities by 2032,from a2022 fiscal year baseline,wherever this is compatible with local conditions and regulations.We also introduced a new Technology andEnvironme

87、ntal Sustainability Board committee,which is tasked with overseeing strategy related to technology and R&D,the Companys productcybersecurity practices and Emersons environmental sustainability goals and programs.Our environmental sustainability strategy is summarized by our“Greening Of,Greening By,G

88、reening With”framework.Greening Of Emersondemonstrates our efforts to improve our internal environmental sustainability performance,including reducing our GHG emissions and energyand water consumption as well as engaging suppliers and other value chain partners.Greening By Emerson is our approach to

89、 deliveringhardware and software technology,solutions and expertise that support and enable our customers decarbonization and environmentalsustainability efforts.Greening With Emerson reflects how we foster collaboration among stakeholders by participating in environmentalsustainability industry for

90、ums,partnering to develop innovative solutions,and engaging with governments globally to support sustainability-related policies and regulations.Emersons environmental sustainability initiatives and strategy are discussed further in our 2023 Sustainability Report,which can be found onour website at

91、www.E;this report is not incorporated by reference and should not be considered part of this Form 10-K.INTERNET ACCESSEmersons reports on Forms 10-K,10-Q,8-K and all amendments to those reports,as well as proxy statements,are available without chargethrough the Companys website on the internet as so

92、on as reasonably practicable after they are electronically filed with,or furnished to,the U.S.Securities and Exchange Commission(SEC).They may be accessed as follows:www.E,Investors,SEC Filings.Information on theCompanys website does not constitute part of this Form 10-K.The information set forth un

93、der Item 1A-“Risk Factors”is hereby incorporated by reference.ITEM 1A-RISK FACTORSInvesting in our securities involves risks.You should carefully consider,among other matters,the factors set forth below and the otherinformation in this report.The Companys risk factors set forth below are not the onl

94、y risks facing the Company.Additional risks and uncertaintiesnot currently known to management or that management currently deems immaterial also may materially,adversely affect the Companysbusiness,financial condition or operating results.We may amend or supplement the risk factors set forth below

95、from time to time by otherreports we file with the SEC.Business and Operational RisksWe Operate in Businesses That Are Subject to Competitive Pressures That Could Affect Prices or Demand for Our ProductsOur businesses operate in markets that are highly competitive and potentially volatile,and we com

96、pete on the basis of product performance,quality,service and/or price across the industries and markets served.Our businesses are6largely dependent on the current and future business environment,including capital and consumer spending.A significant element of ourcompetitive strategy is to deliver so

97、lutions to our customers by manufacturing high-quality products at the best relevant global cost.Variouscompanies compete with us in one or more product lines and the number of competitors varies by product line.Some of our competitors havesubstantially greater sales,assets and financial resources t

98、han our Company and we also compete with many smaller companies.Competitivepressures could adversely affect prices or customer demand for our products,impacting our sales or profit margins,and/or resulting in a loss ofmarket share.In addition,certain of our businesses rely,in part,on independent sal

99、es representatives and distributors.Any disruption or adversechange in our relationships with these independent sales representatives could weaken our competitive position and adversely affect our resultsof operations,cash flows and financial condition.A disruption or adverse change could result fro

100、m the sale or financial instability of anindependent sales representative or distributor,changes to our relationship including favoring competing products for any reason,or otherevents.Our Operating Results Depend in Part on Continued Successful Research,Development and Marketing of New and/or Impro

101、ved Products andServices,and There Can Be No Assurance That We Will Continue to Successfully Introduce New Products and ServicesThe success of new and improved products and services depends on their initial and continued acceptance by our customers.Our businessesare affected by varying degrees of te

102、chnological change,such as,among others,artificial intelligences and machine learning,and correspondingshifts in customer demand,which result in unpredictable product transitions,shortened life cycles and increased importance of being first tomarket with new products and services.We may experience d

103、ifficulties or delays in the research,development,production and/or marketing ofnew products and services which may negatively impact our operating results and prevent us from recouping or realizing a return on theinvestments required to continue to bring new products and services to market.We must

104、anticipate and respond to market and technological changes driven by broader trends such as decarbonization and electrificationefforts in response to climate change.Market growth from the use of cleaner energy sources,as well as emissions management,energyefficiency and decarbonization efforts are l

105、ikely to depend in part on technologies not yet deployed or widely adopted today.We may notadequately innovate or position our businesses for the adoption of technologies such as battery storage solutions,hydrogen use cases inindustry,mobility,and power generation,enhanced electrical grid demand man

106、agement,carbon capture and sequestration or advanced nuclearpower.These trends and the relative competitiveness of our product and service offerings will continue to be impacted by uncertain factors such as thepace of technological developments and related cost considerations,the levels of economic

107、growth in different markets around the world and theadoption of climate change-related policies such as carbon taxes,greenhouse gas emission reductions,incentives or mandates for particulartypes of energy,or policies that impact the availability of financing for certain types of projects.If We Are U

108、nable to Defend or Protect Our Intellectual Property Rights,the Companys Competitive Position Could Be Adversely AffectedThe Companys intellectual property rights are important to its business and include numerous patents,trademarks,copyrights,trade secretsand other confidential information.This int

109、ellectual property may be subject to challenge,infringement,invalidation or circumvention by thirdparties.Despite extensive security measures,our intellectual property may be subject to misappropriation through unauthorized access of ourinformation technology systems,employee theft,or other acts of

110、industrial espionage.Should the Company be unable to adequately defend orprotect its intellectual property,it may suffer competitive harm.We Engage in Acquisitions and Divestitures,Which Are Subject to Domestic and Foreign Regulatory Requirements,and May EncounterDifficulties in Integrating and Sepa

111、rating These Businesses and Therefore We May Not Realize the Anticipated BenefitsWe regularly seek growth through strategic acquisitions as well as evaluate our portfolio for potential divestitures.These activities requirefavorable environments to execute these transactions,and we may encounter diff

112、iculties in obtaining the necessary regulatory approvals in bothdomestic and foreign jurisdictions.In 2024 and in past years,we have made various acquisitions and divestitures,including our acquisition ofNational Instruments,our divestiture of the Climate Technologies business(now renamed Copeland),

113、and our majority stake in Aspen7Technology,Inc.,and entered into joint venture arrangements intended to complement or expand our business,and may continue to do so in thefuture.As a result of these transactions,the Company has a narrower business which is focused on higher growth markets including s

114、oftware,innovation and disruptive technologies,and may encounter more volatility and be more vulnerable to changing market conditions.The successof these transactions will depend on our ability to achieve higher rates of growth,integrate assets and personnel acquired in these transactionsand to coop

115、erate with our strategic partners.We may encounter difficulties in integrating acquisitions with our operations as well as separatingdivested businesses,and in managing strategic investments.Furthermore,we may not realize the degree,or timing,of anticipated benefitsincluding,among others,increasing

116、rates of profitability and growth.Any of the foregoing could adversely affect our business and results ofoperations.Our Portfolio Actions Including the Proposed Acquisition of the Remaining Interest in AspenTech Not Already Owned by the Company and theProcess to Explore Strategic Alternatives for th

117、e Companys Safety&Productivity Segment May Not Be Completed or Completed on the Termsand Conditions Contemplated,or With the Expected BenefitsOn November 5,2024,the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already ownedby Emerson for$240 per sha

118、re in cash,which implies a fully diluted market capitalization for AspenTech of$15.3 billion and an enterprise valueof$15.1 billion,and would be financed from cash on hand,committed lines of credit and/or other available sources of financing.Also onNovember 5,2024,the Company announced that it is ex

119、ploring strategic alternatives,including a cash sale,for its Safety&Productivitysegment.No assurance can be given whether the proposal or the review will lead to one or more transactions.We can make no assurance as tothe completion,terms,timing,costs or benefits anticipated from any such transaction

120、s.Unforeseen developments,including delays in obtainingvarious tax,regulatory and other approvals,could delay any such transactions,or cause one or more of them to occur on terms and conditionsthat are less favorable,or at a higher cost,than expected.We Use a Variety of Raw Materials and Components

121、in Our Businesses,and Significant Shortages or Price Increases Could Increase OurOperating Costs and Adversely Impact the Competitive Positions of Our ProductsOur major requirements for raw materials include steel,cast iron,electronics,rare earth metals,aluminum,brass and,to a lesser extent,plastics

122、and petroleum-based chemicals.The Company seeks multiple sources of supply for each of its major requirements in order to avoid significantdependence on any one or a few suppliers.However,the supply of materials or other items could be disrupted by natural disasters,a healthepidemic or pandemic,or o

123、ther events.Significant shortages or price increases could impact the prices our affected businesses charge,theiroperating costs and the competitive position of their products and services,which could adversely affect our results of operations.While wemonitor market prices of the commodities we requ

124、ire and attempt to mitigate price exposure through hedging activities,this risk could adverselyaffect our operating results.Our Operations Depend on Production Facilities Throughout the World,a Majority of Which Are Located Outside the United States and Subjectto Increased Risks of Disrupted Product

125、ion,Causing Delays in Shipments and Loss of Customers and RevenueWe manage businesses with manufacturing facilities worldwide,a majority of which are located outside the United States,and also sourcecertain materials globally.Emerging market sales represent over one-third of total sales and serving

126、a global customer base requires that weplace more materials sourcing and production in emerging markets to capitalize on market opportunities and maintain a best-cost position.Ourand our suppliers non-U.S.production facilities and operations could be disrupted by weather and natural disaster(includi

127、ng the potential effectsof climate change),labor strife,war(including the Russia-Ukraine and other global conflicts),political unrest,terrorist activity or public healthconcerns such as an epidemic or pandemic,particularly in emerging countries that are not well-equipped to handle such occurrences.O

128、ur manufacturing facilities abroad are dependent on the stability of governments and business conditions and may be more susceptible tochanges in laws,policies and regulations in host countries,as well as economic and political upheaval,than our domestic facilities.Thesefacilities face increased ris

129、ks of nationalization as well as operational disruptions which could cause delays in shipments of products and the lossof sales and customers,and insurance proceeds may not adequately compensate us.8Access to Funding Through the Capital Markets is Essential to the Execution of Our Business Plan,and

130、if We Are Unable to Maintain SuchAccess We Could Experience a Material Adverse Effect on Our Business and Financial ResultsOur ability to invest in our businesses,make strategic acquisitions and refinance maturing debt obligations requires access to the capital marketsand sufficient bank credit line

131、s to support short-term borrowings.Volatility in the capital markets may increase costs associated with issuingcommercial paper or other debt instruments,or affect the Companys ability to access those markets.If we are unable to continue to access thecapital markets,we could experience a material ad

132、verse effect on our business and financial results.Additionally,if our customers,suppliers orfinancial institutions are unable to access the capital markets to meet their commitments to the Company,our business could be adverselyimpacted.Our Business Success Depends on the Ability to Attract,Develop

133、 and Retain Key PersonnelOur success depends in part on the efforts and abilities of our management and key employees.Their skills,experience and industry knowledgesignificantly benefit our operations and performance.The failure to attract,develop and retain highly qualified personnel could adversel

134、y affectour ability to succeed in our human capital goals and priorities as well as negatively impact our business and operating results.Security and/or Data Privacy Breaches,or Disruptions of Our Information Technology Systems Could Adversely Affect Our BusinessThe Company relies on information tec

135、hnology networks and systems,including the internet,to process,transmit and store electronicinformation,and to manage or support a variety of business processes and activities.These technology networks and systems may besusceptible to damage,disruptions or shutdowns due to failures during the proces

136、s of upgrading or replacing software,databases orcomponents;power outages;telecommunications or system failures;terrorist attacks;natural disasters;employee error or malfeasance;serveror cloud provider breaches;and computer viruses or cyberattacks.Cybersecurity threats and incidents can range from u

137、ncoordinated individualattempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures,known asadvanced persistent threats,directed at the Company,its products,its customers and/or its third-party service providers.Despite theimplementa

138、tion of cybersecurity measures(including access controls,data encryption,vulnerability assessments,continuous monitoring,andmaintenance of backup and protective systems),the Companys information technology systems may still be vulnerable to cybersecurity threatsand other electronic security breaches

139、.It is possible for such vulnerabilities to remain undetected for an extended period.In addition,it ispossible a security breach could result in theft of trade secrets or other intellectual property or disclosure of confidential customer,supplier oremployee information.We anticipate that the risk of

140、 cybersecurity attacks will increase as artificial intelligence capabilities improve and areincreasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks,with the possibility of additionalvulnerabilities being introduced through our own use of artificia

141、l intelligence and its use by our stakeholders,including vendors and customers,among others.Should the Company be unable to prevent security breaches or other damage to our information technology systems,disruptionscould have an adverse effect on our operations,as well as expose the Company to litig

142、ation,liability or penalties under privacy laws,increasedcybersecurity protection costs,reputational damage and product failure.In addition,we must comply with increasingly complex and rigorousregulatory standards enacted to protect business and personal data in the U.S.and elsewhere.Compliance with

143、 privacy and localization lawsand regulations increases operational complexity.Failure to comply with these regulatory standards could subject us to fines and penalties,aswell as legal and reputational risks,including proceedings against the Company by governmental entities or others.Our Products an

144、d Services are Highly Sophisticated and Specialized,and a Major Product Failure or Similar Event Caused by Defects,Cybersecurity Incidents or Other Failures Could Adversely Affect Our Business,Reputation,Financial Position and Results of OperationsWe produce highly sophisticated products and provide

145、 specialized services that incorporate or use complex or leading-edge technology,including both hardware and software.Many of our products and services,including measurement and analytical instrumentation,industrialvalves and equipment,and process control systems,are integrated and used in complex p

146、rocess,hybrid and discrete manufacturingenvironments.As a result,the impact of a catastrophic product failure or similar event could be significant.While we have built operationalprocesses to ensure that our product design,manufacture,performance and servicing meet rigorous quality standards,there c

147、an be noassurance that we or our customers or other third parties will not experience operational process or product9failures and other problems,including through manufacturing or design defects,process or other failures of contractors or third-party suppliers,cybersecurity incidents or other intent

148、ional acts,that could result in potential product,safety,regulatory or environmental risks.Cybersecurityincidents aimed at the software embedded in our products could lead to third-party claims resulting from damages caused by our productfailures,and this risk is enhanced by the increasingly connect

149、ed nature of our products.The potential consequences of a material cybersecurityincident include financial loss,reputational damage,litigation with third parties,diminution in the value of our investment in research,development and engineering,and increased cybersecurity protection and remediation c

150、osts due to the increasing sophistication andproliferation of threats,which in turn could adversely affect our competitiveness and results of operations.Industry and General Economic RisksOur Substantial Sales Both in the U.S.and Abroad Subject Us to Economic Risk as Our Results of Operations May Be

151、 Adversely Affected byChanges in Government Regulations and Policies and Currency FluctuationsWe sell,manufacture,engineer and purchase products globally,with significant sales in both mature and emerging markets.We expect sales innon-U.S.markets to continue to represent a significant portion of our

152、 total sales.Our U.S.and international operations subject the Company tochanges in government regulations and policies in a large number of jurisdictions around the world,including those related to trade,investments,taxation,exchange controls and repatriation of earnings.Changes in laws or policies(

153、including their interpretations)governing the terms offoreign trade,trade restrictions or barriers,tariffs or taxes,trade protection measures,and retaliatory countermeasures,including on importsfrom countries where we manufacture products,could adversely impact our business and financial results.In

154、addition,changes in the relativevalues of currencies occur from time to time and have affected our operating results and could do so in the future.While we monitor ourexchange rate exposures and attempt to mitigate this exposure through hedging activities,this risk could adversely affect our operati

155、ng results.Recessions,Adverse Market Conditions or Downturns in End Markets We Serve May Negatively Affect Our OperationsIn the past,our operations have been exposed to significant volatility due to changes in general economic conditions or consumer preferences,recessions or adverse conditions in th

156、e end markets we serve.In the future,similar changes could adversely impact overall sales,operatingresults(including potential impairment charges for goodwill or other long-lived assets)and cash flows.Moreover,during economic downturns wemay undertake more extensive restructuring actions,including w

157、orkforce reductions,global facility consolidations,centralization of certainbusiness support activities,and other cost reduction initiatives,and incur higher costs.As these plans and actions can be complex,theanticipated operational improvements,efficiencies and other benefits might be delayed or no

158、t realized.Legal and Regulatory RisksChanges in Tax Rates,Laws or Regulations and the Resolution of Tax Disputes Could Adversely Impact Our Financial ResultsAs a global company,we are subject to taxation in the U.S.and numerous non-U.S.jurisdictions.Significant judgment is required to determineour c

159、onsolidated income tax provision and related liabilities.The Companys effective tax rate,cash flows and operating results could be affectedby changes in the mix of earnings in countries with different statutory tax rates,as well as by changes in the local tax laws and regulations,or theinterpretatio

160、ns thereof,including multiple,overlapping tax regimes enacted as part of the Organization for Economic Cooperation andDevelopment proposals that implement a global minimum tax.In addition,the Companys tax returns are subject to regular review and audit byU.S.and non-U.S.tax authorities.While we beli

161、eve our tax provisions are appropriate,the final outcome of tax audits or disputes could result inadjustments to the Companys tax liabilities,which could adversely affect our financial results.Our Reputation,Ability To Do Business and Results of Operations Could Be Impaired By Improper Conduct By An

162、y of Our Employees,Agents orBusiness PartnersWe are subject to regulation under a wide variety of U.S.federal and state and non-U.S.laws,regulations and policies,including laws related toanti-corruption,anti-bribery,export and import compliance,anti-trust and money10laundering,due to our global oper

163、ations.In particular,the U.S.Foreign Corrupt Practices Act,the U.K.Bribery Act and similar anti-bribery laws inother jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purposeof obtaining or retaining business,and we oper

164、ate in many parts of the world that have experienced government corruption to some degree.Wecannot provide assurance our internal controls will always protect us from the improper conduct of our employees,agents and businesspartners.Any such violation of law or improper actions could subject us to c

165、ivil or criminal investigations in the U.S.and other jurisdictions,couldlead to substantial civil or criminal,monetary and non-monetary penalties and related shareholder lawsuits,could lead to increased costs ofcompliance and could damage our reputation,our business and results of operations.We Are

166、Subject to Litigation and Environmental Regulations That Could Adversely Impact Our Operating ResultsWe are,and may in the future be,a party to a number of legal proceedings and claims,including those involving intellectual property,commercial transactions,government contracts,the integration of eme

167、rging technologies(for example,artificial intelligence and machinelearning,among others),M&A,employment,employee benefit plans,antitrust,anti-corruption,accounting,import and export,health and safetymatters,product liability(including asbestos)and environmental matters,several of which claim,or may

168、in the future claim,significant damages.Given the inherent uncertainty of litigation,we can offer no assurance that existing litigation or a future adverse development will not have amaterial adverse impact.We also are subject to various laws and regulations relating to environmental protection and

169、the discharge of materialsinto the environment,and we could incur substantial costs as a result of the noncompliance with or liability for cleanup or other costs or damagesunder environmental laws.In addition,increased public awareness and concern regarding global climate change may result in morein

170、ternational,federal,and/or state or other stakeholder requirements or expectations that could result in more restrictive or expansive standards,such as stricter limits on greenhouse gas emissions or more prescriptive reporting of environmental,social,and governance metrics.Therecontinues to be a lac

171、k of consistent climate change legislation and standards,which creates economic and regulatory uncertainty.While theCompany has adopted certain voluntary targets,environmental laws,regulations or standards may be changed,accelerated or adopted andimpose significant operational restrictions and compl

172、iance requirements upon the Company,its products or customers,which could negativelyimpact the Companys business,capital expenditures,results of operations,financial condition and competitive position.Increasing Interest and Expectations with Respect to Environmental,Social,and Governance(ESG)Matter

173、s by Our Various Stakeholders CouldAdversely Affect Our Business and Operating ResultsIn response to growing customer,investor,employee,governmental,and other stakeholder interest in our ESG practices,we have increasedreporting of our ESG programs and performance and have established and announced o

174、ur aspirational purpose,causes,values,and relatedcommitments,goals or targets,including those regarding sustainability,greenhouse gas emissions,our net zero ambition,and diversity,equityand inclusion.Our ability to achieve such goals and aspirations is subject to numerous risks and uncertainties,man

175、y of which rely on thecollective efforts of others or may be outside of our control.Such risks include,among others,the availability and adoption of new or additionaltechnologies that reduce carbon or eliminate energy sources on a commercially reasonable basis,competing and evolving economic,policy

176、andregulatory factors,the ability of suppliers and others to meet our sustainability,diversity and other goals,the availability of qualified candidates inour labor markets and our ability to recruit and retain diverse talent,and customer engagement in our goals.There may be times where actualoutcome

177、s vary from those aimed for or expected and sometimes challenges may delay or block progress.As a result,we cannot offerassurances that the results reflected or implied by any such statements will be realized or achieved.Moreover,standards and expectations forESG matters continue to evolve and may b

178、e subject to varying interpretations,which may result in significant revisions to our goals or progress.In addition,certain of our product offerings may become less attractive as standards evolve.A failure or perceived failure to meet our aspirationalpurpose,causes,values,and related commitments,goa

179、ls or targets within the timelines we announce,or at all,or a failure or perceived failure tomeet evolving stakeholders expectations and standards,could damage our reputation,adversely affect employee retention or engagement orsupport from our various stakeholders and could subject us to government

180、enforcement actions or penalties and private litigation.Suchoutcomes could negatively impact the Companys business,capital expenditures,results of operations,financial condition and competitiveposition.ITEM 1B-UNRESOLVED STAFF COMMENTSNone.11ITEM 1C-CYBERSECURITYEmerson has a cybersecurity risk mana

181、gement program that is designed to assess,identify,manage,and govern material risks fromcybersecurity threats.Emerson maintains oversight of its cybersecurity risk management program through a governance structure that includessenior management,the Audit Committee and the Board of Directors(the“Boar

182、d”).Emersons cybersecurity risk management programleverages multiple layers of security controls across the Companys systems designed to establish risk treatment plans and regularly monitorrisks.Emerson maintains cybersecurity policies and standards aligned with industry standard control frameworks

183、and applicable regulations,laws and standards,and a global incident response plan.Emersons Board directly,or through its appropriate committees,provides oversight of managements efforts to mitigate cybersecurity risk andresponse to cyber incidents.The Board and/or its appropriate committees receive

184、regular updates on cybersecurity from management andengage in discussions throughout the year,including with subject-matter experts as appropriate,on the function of the Companys overallcybersecurity program,cybersecurity risks,strategies for addressing these risks and the implementation thereof.The

185、 Audit Committee hasoversight responsibility for the Companys enterprise cybersecurity risks.The Board also receives reports on cyber events,as appropriate,including response efforts,legal obligations and outreach and notification to regulators and/or customers when needed,as well as provideguidance

186、 to management as appropriate.Emersons Chief Information Security Officer,who has over twenty-five years experience in information technology within the engineering andtechnology industries,with the last fourteen years dedicated to cybersecurity,oversees the Companys enterprise cybersecurity riskman

187、agement program.The Chief Information Security Officer leads the global enterprise security team responsible for leading enterprise-wideinformation security strategy,architecture,processes,as well as assessing,identifying,and managing cybersecurity risks,which is an integratedaspect of our overall e

188、nterprise risk management program.The Chief Information Security Officer provides regular updates to seniormanagement on key security performance indicators of our enterprise cybersecurity program.The Chief Information Security Officer alsoprovides quarterly briefings on cybersecurity to the Audit C

189、ommittee.Emerson maintains a centralized 24x7x365 global incident response operation,managed by the global enterprise security team,supported byleading cybersecurity tools that detect and respond to threats as they occur.Every detected cyber incident is reviewed and assessed byEmersons Computer Inci

190、dent Response Team in accordance with our incident response plan,which contains documented escalation paths andis regularly tested.Emerson engages independent third-party cybersecurity experts to evaluate our cybersecurity maturity and test effectiveness of overallcybersecurity controls.To test and

191、reinforce Emersons internal cybersecurity processes,the Company utilizes an accredited and independentthird party to audit and certify key elements of our primary data centers,cloud environments and our enterprise IT organization.The audits areconducted according to International Organization for St

192、andardization(ISO)27001 Framework,although this is not meant to imply that we meetall technical standards,specifications or requirements under ISO 27001.In addition to performing periodic,internal security reviews,theCompany also conducts cybersecurity tabletop exercises led by third party cybersecu

193、rity consulting firms from time to time,with the last suchengagement occurring in 2023.Emerson relies on third-party service providers for certain critical or key infrastructure,solutions,and services across our operations.Emersonhas an internal vendor management team that assesses risks from vendor

194、s and suppliers that provide,amongst other things,key informationand supply chain services to Emerson.Emerson maintains a Cybersecurity Awareness Team,within the global enterprise security team,responsible for driving a global informationsecurity culture through awareness and education programs.It h

195、as created company-wide information security policies and procedures,reviewsthese regularly and makes them electronically available to our employees.The team works closely with subject matter experts to createeducational material and communicate best practices to the company through online training,

196、custom video content,simulated phishing attacksand a variety of other targeted touchpoints.To date,no risks from cybersecurity threats,including as a result of any previous cybersecurity incidents,have materially affected or arereasonably likely to materially affect our business,our business strateg

197、y,our results of operations or financial condition.In the event an attack orother intrusion were to be successful,we have a response team of internal and external resources engaged and prepared to respond.See Item1A-Risk Factors for additional information.12ITEM 2-PROPERTIES At September 30,2024,the

198、 Company had approximately 130 manufacturing locations worldwide,of which approximately 40 were located in theUnited States and 90 were located outside the United States,primarily in Europe and Asia,and to a lesser extent in Canada and Latin America.Manufacturing locations by business are:Intelligen

199、t Devices,120,including 40 in the Final Control segment,30 in the Measurement&Analyticalsegment,40 in the Discrete Automation segment,and 10 in the Safety&Productivity segment;and Software and Control,5,including 2 in theTest&Measurement segment with the remaining in the Control Systems&Software seg

200、ment.Additionally,there are 5 locations that supportmultiple segments.The majority of the locations are owned,with the remainder occupied under lease.The Company considers its facilitiessuitable and adequate for the purposes for which they are used.The Company also maintains a smaller number of admi

201、nistrative,sales,research and development,and distribution facilities.ITEM 3-LEGAL PROCEEDINGSThe Company and its subsidiaries are party to various legal proceedings,some of which claim substantial amounts of damages.It is not possibleto predict the outcome of these matters,but historically the Comp

202、any has been largely successful in both prosecuting and defending claims andlawsuits.Given the uncertainties of litigation,a remote possibility exists that litigation could have a material adverse impact on the Company;however,theCompany believes a material adverse impact of any pending litigation i

203、s unlikely.Information regarding legal proceedings is set forth in Note 15.ITEM 4-MINE SAFETY DISCLOSURESNot applicable.INFORMATION ABOUT OUR EXECUTIVE OFFICERSThe following sets forth certain information as of November 12,2024,with respect to the Companys executive officers.These officers have been

204、elected or appointed to terms which expire February 4,2025:NamePositionAgeYear FirstAppointed anExecutive OfficerS.L.KarsanbhaiPresident and Chief Executive Officer552018R.R.KrishnanExecutive Vice President and Chief Operating Officer532021M.J.BaughmanExecutive Vice President,Chief Financial Officer

205、 and Chief Accounting Officer592018M.H.TrainSenior Vice President and Chief Sustainability Officer622016L.A.FlavinSenior Vice President,Chief Transformation and Chief Compliance Officer592021P.ZornioSenior Vice President and Chief Technology Officer612022V.RamnathSenior Vice President and Chief Mark

206、eting Officer572023N.PiazzaSenior Vice President and Chief People Officer462023M.TangSenior Vice President,Chief Legal Officer502024 There are no family relationships among any of the executive officers and directors.13Lal Karsanbhai has been Chief Executive Officer since February 2021 and President

207、 since March 2021.Prior to his current position,Mr.Karsanbhai was Executive President-Automation Solutions from October 2018 through January 2021,President-Measurement&Analyticalfrom 2016 through September 2018,and President Emerson Network Power Europe,Middle East&Africa from 2014 through 2016.Ram

208、R.Krishnan was appointed Executive Vice President and Chief Operating Officer in February 2021.Prior to his current position,Mr.Krishnan was President Final Control from November 2017 to February 2021,Chief Operating Officer Final Control from January 2017 toNovember 2017,and President Flow Solution

209、s from 2016 through January 2017.Michael J.Baughman was appointed Executive Vice President and Chief Financial Officer in May 2023,and Chief Accounting Officer in February2018.Prior to his current position,Mr.Baughman was named Vice President and Controller in October 2017.Prior to that Mr.Baughman

210、wasVice President,Finance,Global Operations,Quality,and Research and Development of Baxter International Inc.,a global healthcare productscompany,from 2015 through September 2017,and Vice President,Finance,Medical Products of Baxter from 2013 to 2015.Michael H.Train was appointed Senior Vice Preside

211、nt and Chief Sustainability Officer in March 2021.Prior to his current position,Mr.Train wasPresident from October 2018 to March 2021 and Executive President-Automation Solutions from October 2016 through October 2018,Executive Vice President-Automation Solutions from May 2016 through October 2016 a

212、nd President of Global Sales for Emerson ProcessManagement from 2010 through May 2016.Lisa A.Flavin was appointed Senior Vice President and Chief Compliance Officer in March 2021,and assumed the additional role of ChiefTransformation Officer in 2023.Prior to her current position,Ms.Flavin was Vice P

213、resident and Chief Compliance Officer from February 2019through March 2021 and Vice President,Audit and Chief Compliance Officer from February 2015 through February 2019.Peter Zornio was appointed Senior Vice President and Chief Technology Officer in December 2022.Prior to his current position,Mr.Zo

214、rnio wasthe Chief Technology Officer for the Automation Solutions Group from June 2017 to December 2022 and Chief Strategy Officer for AutomationSolutions Systems and Solutions from June 2006 to June 2017.Vidya Ramnath was appointed to Senior Vice President and Chief Marketing Officer in June 2023.P

215、rior to her current position,Ms.Ramnathwas President of Middle East&Africa from 2019 through June 2023 and Vice President of Asia Pacific for Measurement&Analytical from 2017through 2019.Nick Piazza was appointed Senior Vice President and Chief People Officer in August 2023.Prior to his current posi

216、tion,Mr.Piazza was VicePresident of Global Talent and Human Resource Operations from August 2021 through July 2023,and Vice President of Human Resources inAsia-Pacific for the companys Automation Solutions business from July 2017 through July 2021.Michael Tang was appointed Senior Vice President,Sec

217、retary and Chief Legal Officer in January 2024.Prior to his current position,Mr.Tangwas Senior Vice President,General Counsel and Secretary of Agilent Technologies,Inc.Mr.Tang had been with Agilent Technologies since2006,holding numerous roles of increasing responsibility.INFORMATION ABOUT OUR DIREC

218、TORSThe following sets forth certain information about the Companys Board of Directors as of November 12,2024.14NameCurrent or Former PositionCompanyJames S.TurleyChair of the Emerson Board,and Retired Chairman and CEOErnst&YoungMark A.BlinnFormer CEO,President and DirectorFlowserve CorporationJoshu

219、a B.BoltenCEOBusiness RoundtableCalvin G.ButlerPresident and CEOExelonMartin S.CraigheadFormer Chairman,President and CEOBaker HughesWilliam H.Easter IIIFormer Chairman,President and CEODCM Midstream LLCGloria A.FlachRetired Corporate Vice President and Chief Operating OfficerNorthrop GrummanLal Kar

220、sanbhaiPresident and CEOEmersonLori M.LeeCEO,AT&T Latin America and Global Marketing OfficerAT&T Inc.Matthew S.LevatichRetired President and CEOHarley-Davidson,Inc.Leticia Goncalves LourencoPresident,Precision Fermentation and ADM VenturesArcher Daniels MidlandCompanyJames M.McKelveyCo-Founder,Block

221、(formerly Square),Founder,Invisibly,Inc.,and General Partner,Fintop CapitalFintop CapitalPART II ITEM 5-MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES Information regarding the market for the Companys common stock and dividend payments is se

222、t forth in Note 22 and is hereby incorporated byreference.There were approximately 14,500 stockholders of record at September 30,2024.PeriodTotal Number of SharesPurchased(000s)Average PricePaid per ShareTotal Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs(000s)Maximum Number

223、 ofShares that May YetBe Purchased Underthe Plans orPrograms(000s)July 2024$31,415August 20241,964103.751,96429,451September 2024559100.5455928,892 Total2,523$103.042,52328,892In March 2020,the Board of Directors authorized the purchase of 60 million shares and a total of approximately 28.9 million

224、shares remainavailable under the authorization.15Shareholder Return Performance GraphThe following graph compares the total return on a cumulative basis through September 30,2024,assuming reinvestment of dividends,of$100invested in Company common stock as of market close on September 30,2019 to the

225、S&P 500 Index and the S&P 500 Capital Goods Index.This graph is not deemed to be“filed”with the U.S.Securities and Exchange Commission or subject to the liabilities of Section 18 of theSecurities Exchange Act of 1934(the Exchange Act),and should not be deemed to be incorporated by reference into any

226、 of our prior orsubsequent filings under the Securities Act of 1933 or the Exchange Act.201920202021202220232024CAGREmerson10010114911815918413.0%S&P 50010011515012715421016.0%S&P 500 Capital Goods1009512810813920014.9%ITEM 6 RESERVEDITEM 7-MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

227、AND RESULTS OF OPERATIONS16 Safe Harbor StatementThis Annual Report on Form 10-K contains various forward-looking statements and includes assumptions concerning Emersons operations,future results and prospects.These forward-looking statements are based on current expectations and are subject to risk

228、s and uncertainties.Emerson undertakes no obligation to update any such statements to reflect later developments.In connection with the“safe harbor”provisionsof the Private Securities Litigation Reform Act of 1995,Emerson provides the cautionary statements set forth under Item 1A-“Risk Factors,”whic

229、h are hereby incorporated by reference and identify important economic,political and technological factors,among others,changes in whichcould cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and relatedassumptions.Non-GAAP F

230、inancial MeasuresTo supplement the Companys financial information presented in accordance with U.S.generally accepted accounting principles(U.S.GAAP),management periodically uses certain“non-GAAP financial measures,”as such term is defined in Regulation G under SEC rules,to clarify andenhance unders

231、tanding of past performance and prospects for the future.Generally,a non-GAAP financial measure is a numerical measure of acompanys operating performance,financial position or cash flows that excludes or includes amounts that are included in or excluded from themost directly comparable measure calcu

232、lated and presented in accordance with U.S.GAAP.For example,non-GAAP measures may excludethe impact of certain items such as acquisitions or divestitures,amortization of intangibles,restructuring costs,discrete taxes,changes inreporting segments,gains,losses and impairments,or items outside of manag

233、ements control,such as foreign currency exchange ratefluctuations.Management believes that the following non-GAAP financial measures provide investors and analysts useful insight into theCompanys financial position and operating performance.Any non-GAAP measure provided should be viewed in addition

234、to,and not as analternative to,the most directly comparable measure determined in accordance with U.S.GAAP,as identified in italics below.Further,thecalculation of these non-GAAP financial measures may differ from the calculation of similarly titled financial measures presented by othercompanies and

235、 therefore may not be comparable among companies.Underlying sales,which exclude the impact of significant acquisitions,divestitures and fluctuations in foreign currency exchange rates during theperiods presented,are provided to facilitate relevant period-to-period comparisons of sales growth by excl

236、uding those items that impact overallcomparability(U.S.GAAP measure:net sales).Operating profit(defined as net sales less cost of sales and selling,general and administrative expenses)and operating profit margin(defined asoperating profit divided by net sales)are indicative of short-term operational

237、 performance and ongoing profitability.Management closely monitorsoperating profit and operating profit margin of each business to evaluate past performance and actions required to improve profitability.EBIT(defined as earnings before deductions for interest expense,net,related party interest income

238、,and income taxes)and total segment EBIT,andEBIT margin(defined as EBIT divided by net sales)and total segment EBIT margin,are financial measures that exclude the impact of financingon the capital structure and income taxes.Adjusted EBITA and adjusted segment EBITA(defined as earnings excluding inte

239、rest expense,net,related party interest income,income taxes,intangibles amortization expense,restructuring expense,first year purchase accounting relateditems and transaction fees,and certain gains,losses or impairments)and adjusted EBITA margin and adjusted segment EBITA margin(definedas adjusted E

240、BITA divided by net sales)are measures used by management to evaluate the Companys operational performance,as theyexclude the impact of acquisition-related investments and non-operational items.EBITDA(defined as EBIT excluding depreciation andamortization)and EBITDA margin(defined as EBITDA divided

241、by net sales)are also used as measures of the Companys current operatingperformance,as they exclude the impact of capital and acquisition-related investments.Adjusted EBITDA(defined as EBITDA excludingrestructuring expense,first year purchase accounting related items and transaction fees,and certain

242、 gains,losses or impairments)and adjustedEBITDA margin(defined as Adjusted EBITDA divided by net sales)are also used to exclude the impact of non-operational items.All of these arecommonly used financial measures utilized by management to evaluate performance(U.S.GAAP measures:pretax earnings or pre

243、tax profitmargin,segment earnings or segment margin).Earnings and earnings per share excluding certain gains and losses,impairments,restructuring costs,impacts of acquisitions or divestitures,amortization of intangibles,discrete taxes,or other items provide additional insight into the underlying,ong

244、oing operating performance of theCompany and facilitate period-to-period comparisons by excluding the earnings impact of these items.Management believes that presentingearnings and earnings per17share excluding these items is more representative of the Companys operational performance and may be mor

245、e useful for investors(U.S.GAAP measures:earnings,earnings per share).Free cash flow(operating cash flow less capital expenditures)and free cash flow as a percent of net sales are indicators of the Companys cashgenerating capabilities,and dividends as a percent of free cash flow is an indicator of t

246、he Companys ability to support its dividend,afterconsidering investments in capital assets which are necessary to maintain and enhance existing operations.The determination of operating cashflow adds back noncash depreciation expense to earnings and thereby does not reflect a charge for necessary ca

247、pital expenditures.Management believes that free cash flow,free cash flow as a percent of net sales and dividends as a percent of free cash flow are useful to bothmanagement and investors as measures of the Companys ability to generate cash and support its dividend(U.S.GAAP measures:operatingcash fl

248、ow,operating cash flow as a percent of net sales,dividends as a percent of operating cash flow).18 FINANCIAL REVIEWReport of ManagementThe Companys management is responsible for the integrity and accuracy of the financial statements.Management believes that the financialstatements for each of the ye

249、ars in the three-year period ended September 30,2024 have been prepared in conformity with U.S.generallyaccepted accounting principles appropriate in the circumstances.In preparing the financial statements,management makes informed judgmentsand estimates where necessary to reflect the expected effec

250、ts of events and transactions that have not been completed.The Companysdisclosure controls and procedures ensure that material information required to be disclosed is recorded,processed,summarized andcommunicated to management and reported within the required time periods.In meeting its responsibili

251、ty for the reliability of the financial statements,management relies on a system of internal accounting controls.Thissystem is designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance withmanagements authorization and recorded properly to permi

252、t the preparation of financial statements in accordance with U.S.generally acceptedaccounting principles.Although the design of this system recognizes that errors or irregularities may occur,management believes that theCompanys internal accounting controls provide reasonable assurance that errors or

253、 irregularities that could be material to the financialstatements are prevented or would be detected within a timely period.The Audit Committee of the Board of Directors,which is composed solely of independent directors,is responsible for overseeing the Companysfinancial reporting process.The Audit

254、Committee meets with management and the Companys internal auditors periodically to review the work ofeach and to monitor the discharge by each of its responsibilities.The Audit Committee also meets periodically with the independent auditors,who have free access to the Audit Committee and the Board o

255、f Directors,to discuss the quality and acceptability of the Companys financialreporting and internal controls,as well as nonaudit-related services.The independent auditors are engaged to express an opinion on the Companys consolidated financial statements and on the Companysinternal control over fin

256、ancial reporting.Their opinions are based on procedures that they believe to be sufficient to provide reasonableassurance that the financial statements contain no material errors and that the Companys internal controls are effective.Managements Report on Internal Control Over Financial ReportingThe

257、Companys management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.With the participation of the Chief Executive Officer and the Chief Financial Officer,management conducted an evaluation of the effectiveness ofinternal control over

258、 financial reporting based on the framework and the criteria established in Internal Control-Integrated Framework(2013),issued by the Committee of Sponsoring Organizations of the Treadway Commission.Based on this evaluation,management has concluded thatinternal control over financial reporting was e

259、ffective as of September 30,2024.The Companys auditor,KPMG LLP,an independent registered public accounting firm,has issued an audit report on the effectiveness of theCompanys internal control over financial reporting./s/S.L.Karsanbhai/s/Michael J.BaughmanS.L.KarsanbhaiMichael J.BaughmanPresidentExec

260、utive Vice Presidentand Chief Executive Officerand Chief Financial Officer19 Results of OperationsYears ended September 30(Dollars in Item 7 are in millions,except per share amounts or where noted)20222023202423 vs.2224 vs.23Net sales$13,804 15,165 17,492 10%15%Gross profit$6,306 7,427 8,885 18%20%P

261、ercent of sales45.7%49.0%50.8%3.3 pts1.8 ptsSG&A$3,614 4,186 5,142 Percent of sales26.2%27.6%29.4%1.4 pts1.8 ptsLoss on Copeland note receivable$279 Gain on subordinated interest$(453)(161)(79)Other deductions,net$519 506 1,434 Amortization of intangibles$336 482 1,077 Restructuring costs$75 72 228

262、Interest expense,net$194 34 175 Interest income from related party$(41)(86)Earnings from continuing operations before income taxes$2,432 2,903 2,020 19%(30)%Percent of sales17.6%19.1%11.5%1.5 pts(7.6)ptsEarnings from continuing operations common stockholders$1,886 2,286 1,618 21%(29)%Percent of sale

263、s13.7%15.1%9.2%1.4 pts(5.9)ptsNet earnings common stockholders$3,231 13,219 1,968 309%(85)%Percent of sales23.4%87.2%11.2%63.8 pts(76.0)ptsDiluted EPS Earnings from continuing operations$3.16 3.96 2.82 25%(29)%Diluted EPS Net earnings$5.41 22.88 3.43 323%(85)%Adjusted Diluted EPS Earnings from conti

264、nuing operations$3.64 4.44 5.49 22%24%OVERVIEWOn October 11,2023,the Company completed the acquisition of National Instruments Corporation(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 automate

265、d test andmeasurement systems that enable enterprises to bring products to market faster and at a lower cost,and had revenues of approximately$1.7billion 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-cont

266、rolling 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,and the transactions weresubsequently completed in August 2024.Upon entering into the note agreement,the Company recorded a pretax loss in conti

267、nuing operations 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,while the Companyrecognized a gain of$539($435 after-tax)in discontinued operations upon the sale of the common equity interest.In addition,the equity metho

268、dlosses related to the Companys non-controlling common equity interest in Copeland,which were reported since May 2023 in Other deductions,net,have been reclassified and are now reported as discontinued operations for all periods presented.See Notes 5 and 8 for further detail.20 Overall,in 2024 sales

269、 were$17.5 billion,up 15 percent compared with the prior year.Underlying sales,which exclude foreign currencytranslation,acquisitions and divestitures,were up 6 percent.The Test&Measurement acquisition added 9.5 percent and the divestiture ofMetran,Emersons Russia-based manufacturing subsidiary,dedu

270、cted 0.5 percent.Net earnings from continuing operations attributable to common stockholders were$1,618 in 2024,down 29 percent compared with prior yearearnings of$2,286,and diluted earnings per share from continuing operations were$2.82,down 29 percent versus$3.96 in 2023.The decreasewas primarily

271、due to purchase accounting related impacts from the NI acquisition and higher associated restructuring charges,and the loss onthe sale of the Copeland note receivable.Adjusted diluted earnings per share from continuing operations were$5.49 compared with$4.44 in theprior year,reflecting sales growth

272、and strong operating performance,as well as a$0.45 contribution from Test&Measurement.The Company generated operating cash flow from continuing operations of$3.3 billion in 2024,an increase of$607,or 22 percent,reflectinghigher earnings(excluding the impact of non-cash items related to the NI acquis

273、ition and the loss on the Copeland note receivable).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 underlying,ongoing operating performance of the Compa

274、ny.Adjusted diluted earnings pershare from continuing operations excludes intangibles amortization expense,restructuring expense,first year purchase accounting related itemsand transaction-related costs,interest income on undeployed proceeds related to the Copeland transaction,gains or losses on the

275、 Copelandequity method investment,and certain gains,losses or impairments.202220232024Diluted earnings from continuing operations per share$3.16 3.96 2.82 Amortization of intangibles0.45 0.62 1.43 Restructuring and related costs0.14 0.14 0.33 Amortization of acquisition-related inventory step-up 0.3

276、8 Acquisition/divestiture costs and pre-acquisition interest on AspenTech debt (in 2022)0.15 0.13 0.26 Loss on divestiture of businesses 0.09 Loss on Copeland note receivable 0.38 Discrete taxes (0.10)Gain on subordinated interest(0.60)(0.21)(0.10)National Instruments investment gain(0.07)Other inve

277、stment-related gains(0.02)AspenTech Micromine purchase price hedge0.04(0.02)Interest income on undeployed proceeds from Copeland transaction(0.19)Russia business exit charge0.32 0.08 Adjusted diluted earnings from continuing operations per share$3.64 4.44 5.49The table below summarizes the changes i

278、n adjusted diluted earnings per share from continuing operations.The items identified below arediscussed throughout MD&A,see further discussion above and in the Business Segments and Financial Position sections below.21 20232024Adjusted diluted earnings from continuing operations per share-prior yea

279、r$3.64 4.44 Operations0.77 1.06 Corporate and other0.07(0.02)Stock compensation(0.16)0.05 Foreign currency(0.12)(0.07)Pensions0.07 Gains on sales of capital assets in 2022(0.02)Effective tax rate0.01(0.06)Interest income on Copeland note receivable0.05 0.06 Other(0.01)Share repurchases0.14 0.03 Adju

280、sted diluted earnings from continuing operations per share-current year$4.44 5.49 NET SALESNet sales for 2024 were$17.5 billion,an increase of$2.3 billion,or 15 percent compared with 2023.Intelligent Devices sales increased 5percent,while Software and Control sales increased 48 percent,which include

281、d the impact of the Test&Measurement acquisition.Underlyingsales were up 6 percent on 4 percent higher volume and 2 percent higher price.The Test&Measurement acquisition added 9.5 percent and thedivestiture of Metran deducted 0.5 percent.Underlying sales were up 2 percent in the U.S.and up 9 percent

282、 internationally.Net sales for 2023 were$15.2 billion,an increase of$1.4 billion,or 10 percent compared with 2022.Intelligent Devices sales increased 7percent,while Software and Control sales increased 20 percent,which included the impact of the Heritage AspenTech acquisition.Underlyingsales increas

283、ed 10 percent on 6 percent higher volume and 4 percent higher price.Foreign currency translation subtracted 2 percent,theHeritage AspenTech acquisition added 3 percent and the divestiture of Metran deducted 1 percent.Underlying sales were up 11 percent in theU.S.and up 9 percent internationally.INTE

284、RNATIONAL SALESEmerson is a global business with international sales representing 60 percent of total sales in 2024,including U.S.exports.The Companygenerally expects faster economic growth in emerging markets in Asia,Latin America,Eastern Europe and Middle East/Africa.International destination sale

285、s,including U.S.exports,increased 18 percent,to$10.5 billion in 2024,reflecting the Companys overall increase insales and the impact of the Test&Measurement acquisition.U.S.exports of$1.3 billion were up 26 percent compared with 2023.Underlyinginternational destination sales were up 9 percent and th

286、e Test&Measurement acquisition added 9 percent.Underlying sales increased 7percent in Europe,8 percent in Asia,Middle East&Africa(China down 3 percent),21 percent in Latin America and 5 percent in Canada.Originsales by international subsidiaries,including shipments to the U.S.,totaled$9.3 billion in

287、 2024,up 20 percent compared with 2023.International destination sales,including U.S.exports,increased 9 percent,to$8.9 billion in 2023,reflecting the Companys overall increase insales and the impact of the Heritage AspenTech acquisition.U.S.exports of$1.0 billion were up 6 percent compared with 202

288、2.Underlyinginternational destination sales were up 9 percent,as foreign currency translation had a 3 percent unfavorable impact on the comparison,theHeritage AspenTech acquisition added 3 percent and the divestiture of Metran deducted 1 percent.Underlying sales increased 10 percent inEurope,9 perce

289、nt in Asia,Middle East&Africa(China up 4 percent),14 percent in Latin America and 1 percent in Canada.Origin sales byinternational subsidiaries,including shipments to the U.S.,totaled$7.7 billion in 2023,up 5 percent compared with 2022.22 ACQUISITIONS AND DIVESTITURESPortfolio management is an integ

290、ral component of Emersons growth and value creation strategy.Over the past three years,the Company hastaken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of non-core businesses.These actions were undertaken to

291、create a cohesive,higher growth and higher margin industrial technology portfolio as aglobal automation leader serving a diversified set of end markets.The Companys recent portfolio actions include the following transactions:On November 5,2024,the Company announced a proposal to acquire all outstand

292、ing shares of common stock of AspenTech not already ownedby Emerson for$240 per share in cash,which implies a fully diluted market capitalization for AspenTech of$15.3 billion and an enterprise valueof$15.1 billion.The Company currently owns approximately 57 percent of AspenTechs outstanding shares

293、of common stock.The proposal isnot subject to any financing condition and would be financed from cash on hand,committed lines of credit and/or other available sources offinancing.Also on November 5,2024,the Company announced that it is exploring strategic alternatives,including a cash sale,for its S

294、afety&Productivity segment.No assurance can be given whether the proposal or the review will lead to one or more transactions or as to any of theterms or conditions of such transactions.See Item 1A-Risk Factors for additional information.On October 11,2023,the Company completed the acquisition of Na

295、tional Instruments Corporation(NI)at an equity value of$8.2 billion.NI,which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and ata lower cost,had revenues of approximately$1.7 billion and pretax earnings of approximately

296、$170 for the 12 months ended September 30,2023.In 2023,the Company acquired two businesses,Flexim,which is reported in the Measurement&Analytical segment,and Afag,which is reportedin the Discrete Automation segment,for$715,net of cash acquired.On March 31,2023,Emerson completed the divestiture of Me

297、tran,its Russia-based manufacturing subsidiary.In 2023,the Company recognizeda pretax loss of$47 in Other deductions($47 after-tax,in total$0.08 per share)related to its exit of business operations in Russia.TheCompany had previously announced its intention to exit business operations in 2022 and re

298、cognized a pretax loss of$181($190 after-tax,intotal$0.32 per share).This charge included a loss of$36 in operations and$145 reported in Other deductions($10 of which is reported inrestructuring costs)and was primarily non-cash.Emersons historical net sales in Russia represented approximately 2.0 pe

299、rcent of consolidatedannual sales.On May 31,2023,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 2022)to private equity funds managed by Blackstone in

300、 a$14.0 billion transaction.The Company recognized a pretax gain of approximately$10.6 billion(approximately$8.4 billion after-tax including taxexpense recognized in prior quarters related to subsidiary restructurings).The standalone business is named Copeland.Subsequently,on June 6,2024,the Company

301、 entered into definitive agreements to sell its 40 percent non-controlling common equity interest inCopeland to private equity funds managed by Blackstone for$1.5 billion and its note receivable to Copeland for$1.9 billion and the transactionswere completed in August 2024.See Notes 5 and 8 and the d

302、iscussion below 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,and the Company recognized a pretax gain of approximately$2.8 billion(approximately$2.1 billion af

303、ter-tax)in 2023.On May 31,2022 the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of OneRock Capital Partners,LLC.The Company recognized a pretax gain of$486($429 after-tax)in 2022.Climate Technologies(including equity method losses

304、 related to the Companys non-controlling common equity interest in Copeland),Therm-O-Disc and InSinkErator are reported within discontinued operations for all periods presented.On May 16,2022,the Company completed the transactions contemplated by its definitive agreement with Aspen Technology,Inc.(H

305、eritageAspenTech)to contribute two of Emersons stand-alone industrial software businesses,Open Systems International,Inc.and the GeologicalSimulation Software business(collectively,the“Emerson23 Industrial Software Business”),along with approximately$6.0 billion in cash to Heritage AspenTech stockho

306、lders,to create New AspenTech(defined as AspenTech herein).Upon closing of the transaction,Emerson owned 55 percent of the outstanding shares of AspenTech commonstock(on a fully diluted basis).AspenTech and its subsidiaries now operate under Heritage AspenTechs previous name“Aspen Technology,Inc.”an

307、d AspenTech common stock is traded on NASDAQ under AspenTechs previous stock ticker symbol“AZPN.”Due to the timing of theacquisition,the results for the first half of fiscal 2022 do not include the results of Heritage AspenTech.See Notes 4,5 and 8 and Item 1A-Risk Factors for further information on

308、acquisitions and divestitures.COST OF SALESCost of sales for 2024 were$8,607,an increase of$869 compared with$7,738 in 2023,reflecting the impact of higher volume and the Test&Measurement acquisition.Gross profit was$8,885 in 2024 compared to$7,427 in 2023,while gross margin increased 1.8 percentage

309、 points to50.8 percent,reflecting the Test&Measurement acquisition and higher price partially offset by the impact from acquisition-related inventory step-up amortization of$231,which negatively impacted margins by approximately 1.3 percentage points.Cost of sales for 2023 were$7,738,an increase of$

310、240 compared with$7,498 in 2022.Gross profit was$7,427 in 2023 compared to$6,306 in2022,while gross margin increased 3.3 percentage points to 49.0 percent due to favorable price less net material inflation,the impact of theHeritage AspenTech acquisition which benefited margins by 0.6 percentage poin

311、ts,and favorable mix.SELLING,GENERAL AND ADMINISTRATIVE EXPENSESSG&A expenses of$5,142 in 2024 increased$956 compared with 2023 and SG&A as a percent of sales increased 1.8 percentage points to 29.4percent,reflecting the impact of the Test&Measurement acquisition,partially offset by strong operating

312、 leverage on higher sales.SG&A expenses of$4,186 in 2023 increased$572 compared with 2022 and SG&A as a percent of sales increased 1.4 percentage points to 27.6percent,reflecting the Heritage AspenTech acquisition and higher stock compensation expense of$125,of which$75 related to Emerson stockplans

313、 due to a higher share price and$50 was attributable to AspenTech stock plans.These items were partially offset by strong operatingleverage on higher sales.SALE OF COPELAND NOTE RECEIVABLE AND EQUITY INTERESTOn June 6,2024,the Company entered into definitive agreements to sell its 40 percent non-con

314、trolling 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,and the transactions weresubsequently completed in August 2024.Upon entering into the note agreement,the Company recorded a pretax loss in cont

315、inuing operations 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,while the Companyrecognized a gain of$539($435 after-tax)in discontinued operations upon the sale of the common equity interest.In addition,the equity meth

316、odlosses related to the Companys non-controlling common equity interest in Copeland,which were reported since May 2023 in Other deductions,net,have been reclassified and are now reported as discontinued operations for all periods presented.GAIN ON SUBORDINATED INTERESTIn the first quarter of 2022,th

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

318、ceived additional distributions totaling$161($122 after-tax,$0.21 per share)and in 2024,received its final distribution of$79($60 after-tax,$0.10 per share).OTHER DEDUCTIONS,NETOther deductions,net were$1,434 in 2024,an increase of$928 compared with 2023.The current year included intangibles amortiz

319、ation relatedto the Test&Measurement acquisition of$560,while restructuring costs increased by$156 and acquisition/divestiture costs increased by$27.The Company also incurred divestiture losses of$48($50 after-tax,$0.09 per share).Other deductions,net were$506 in 2023,a decrease of$13 compared with

320、2022,and included higher intangibles amortization of$146 primarilyrelated to the Heritage AspenTech acquisition and an unfavorable impact from foreign currency transactions of$112 reflecting losses in thecurrent year compared to gains in the prior year.The prior year included a charge of$145 related

321、 to the Company exiting its business in Russiacompared to a charge of$47 in24 2023.In 2023,the Company recognized a mark-to-market gain of$56 on its equity investment in NI,and a mark-to-market gain of$24 related toforeign currency forward contracts entered into by AspenTech to mitigate the impact o

322、f foreign currency exchange associated with the Microminepurchase price compared to a loss of$50 in 2022.On June 21,2023,AspenTech terminated all outstanding foreign currency forward contracts.See Notes 6 and 7.INTEREST EXPENSE,NETInterest expense,net was$175,$34 and$194 in 2024,2023 and 2022,respec

323、tively.Results in 2023 included interest income on undeployedproceeds from the Copeland transaction of$141($108 after-tax,$0.19 per share).Interest income from related party was$86 and$41 in 2024 and 2023,respectively and reflects non-cash interest income on the Copeland notereceivable,which was cap

324、italized to the carrying value of the note through the date of the sale agreement.EARNINGS BEFORE INCOME TAXESPretax earnings from continuing operations of$2,020 decreased$883 in 2024,down 30 percent compared with 2023,which included the impactof acquisition-related inventory step-up amortization,hi

325、gher amortization due to the Test&Measurement acquisition,and the loss on theCopeland note receivable discussed above.Earnings increased$191 in Intelligent Devices and decreased$140 in Software and Control.Pretax earnings from continuing operations of$2,903 increased$471 in 2023,up 19 percent compar

326、ed with 2022.Earnings increased$447 inIntelligent Devices and decreased$27 in Software and Control.See the Business Segments discussion that follows and Note 20.INCOME TAXESIncome taxes were$415,$642 and$549 for 2024,2023 and 2022,respectively,resulting in effective tax rates of 21 percent,22 percen

327、t and 23percent in 2024,2023 and 2022,respectively.The current year rate included a$57($0.10 per share)benefit related to discrete tax items and abenefit related to the filing of the prior year U.S.tax return,partially offset by unfavorable impacts from inventory step-up amortization and thedivestit

328、ure losses(see Note 4),which were non-deductible for tax purposes.In total,the net impact of these items benefited the rate byapproximately 1 percentage point.See Note 16.NET EARNINGS AND EARNINGS PER SHARENet earnings from continuing operations attributable to common stockholders in 2024 were$1,618

329、,down 29 percent compared with 2023,anddiluted earnings per share from continuing operations were$2.82,down 29 percent compared with$3.96 in 2023,reflecting the impact ofacquisition-related inventory step-up amortization,higher amortization due to the Test&Measurement acquisition,and the loss on the

330、 Copelandnote receivable discussed above.Adjusted diluted earnings per share from continuing operations were$5.49 compared with$4.44 in the prioryear.See the analysis of adjusted earnings per share in the Overview section for further details.Earnings from discontinued operationsattributable to commo

331、n stockholders in 2024 were$350($0.61 per share)and included the gain on the sale of the Companys 40 percent non-controlling common equity interest in Copeland of$539($435 after-tax).Earnings from discontinued operations in 2023 were$10,933($18.92per share),which included the$8.4 billion after-tax g

332、ain on the Copeland transaction and the$2.1 billion after-tax gain on the divestiture ofInSinkErator.See Note 5.Net earnings attributable to common stockholders were$1,968($3.43 per share)compared with$13,219($22.88 pershare)in 2023.Net earnings from continuing operations attributable to common stoc

333、kholders in 2023 were$2,286,up 21 percent compared with 2022,anddiluted earnings per share from continuing operations were$3.96,up 25 percent compared with$3.16 in 2022,reflecting strong operatingresults.Adjusted diluted earnings per share from continuing operations were$4.44 compared with$3.64 in the prior year.See the analysis ofadjusted earnings per share in the Overview section for further det