1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended March 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For

2、the transition period from _ to _Commission file number 1-278EMERSON ELECTRIC CO.(Exact name of registrant as specified in its charter)Missouri43-0259330(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)8000 W.Florissant Ave.P.O.Box 4100St.Louis,Missouri6

3、3136(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 Yor

4、k Stock ExchangeNYSE Chicago0.375%Notes due 2024EMR 24New York Stock Exchange1.250%Notes due 2025EMR 25ANew York Stock Exchange2.000%Notes due 2029EMR 29New York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Secu

5、rities Exchange Act of 1934 duringthe preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements forthe past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every I

6、nteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated fil

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

8、Non-accelerated filerSmaller 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 with any new orrevised financial accounting standards provided pursuant to Section 13(a)of t

9、he Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Indicate the number of shares outstanding of each of the issuers classes of common stock,as of the latest practicable date.Common stock of$0.50 par valueper share out

10、standing at March 31,2024:572.1 million shares.PART I.FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated Statements of EarningsEMERSON ELECTRIC CO.&SUBSIDIARIESThree and six months ended March 31,2023 and 2024(Dollars in millions,except per share amounts;unaudited)Three Months EndedMarch 3

11、1,Six Months EndedMarch 31,2023 2024 2023 2024 Net sales$3,756 4,376$7,129 8,493 Cost of sales1,955 2,092 3,708 4,293 Selling,general and administrative expenses1,000 1,296 2,030 2,573 Gain on subordinated interest(79)(79)Other deductions,net109 389 229 876 Interest expense(net of interest income of

12、$18,$33,$38 and$73,respectively)53 57 101 101 Interest income from related party(31)(62)Earnings from continuing operations before income taxes639 652 1,061 791 Income taxes134 149 232 156 Earnings from continuing operations505 503 829 635 Discontinued operations,net of tax of$39,$,$1,005 and$,respe

13、ctively265 2,267 Net earnings770 503 3,096 635 Less:Noncontrolling interests in subsidiaries(22)2(27)(8)Net earnings common stockholders$792 501$3,123 643 Earnings common stockholders:Earnings from continuing operations530 501$859 643 Discontinued operations262 2,264 Net earnings common stockholders

14、$792 501$3,123 643 Basic earnings per share common stockholders:Earnings from continuing operations$0.93 0.87$1.49 1.12 Discontinued operations0.46 3.92 Basic earnings per common share$1.39 0.87$5.41 1.12 Diluted earnings per share common stockholders:Earnings from continuing operations$0.92 0.87$1.

15、48 1.12 Discontinued operations0.46 3.90 Diluted earnings per common share$1.38 0.87$5.38 1.12 Weighted average outstanding shares:Basic570.9 571.4 577.2 571.1 Diluted573.6 574.1 580.1 573.7 See accompanying Notes to Consolidated Financial Statements.1Consolidated Statements of Comprehensive IncomeE

16、MERSON ELECTRIC CO.&SUBSIDIARIESThree and six months ended March 31,2023 and 2024(Dollars in millions;unaudited)Three Months Ended March31,Six Months Ended March 31,2023 2024 2023 2024 Net earnings$770 503$3,096 635 Other comprehensive income(loss),net of tax:Foreign currency translation110 6 351 18

17、0 Pension and postretirement(17)(12)(33)(24)Cash flow hedges13(1)23 2 Total other comprehensive income(loss)106(7)341 158 Comprehensive income876 496 3,437 793 Less:Noncontrolling interests in subsidiaries(23)2(23)(6)Comprehensive income common stockholders$899 494$3,460 799 See accompanying Notes t

18、o Consolidated Financial Statements.2Consolidated Balance SheetsEMERSON ELECTRIC CO.&SUBSIDIARIES(Dollars and shares in millions,except per share amounts;unaudited)Sept 30,2023Mar 31,2024ASSETS Current assets Cash and equivalents$8,051 2,318 Receivables,less allowances of$100 and$117,respectively2,5

19、18 2,877 Inventories2,006 2,357 Other current assets1,244 1,457 Total current assets13,819 9,009 Property,plant and equipment,net2,363 2,689 Other assets Goodwill14,480 17,964 Other intangible assets6,263 10,976 Copeland note receivable and equity investment3,255 3,191 Other2,566 2,611 Total other a

20、ssets26,564 34,742 Total assets$42,746 46,440 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt$547 3,155 Accounts payable1,275 1,271 Accrued expenses3,210 3,238 Total current liabilities5,032 7,664 Long-term debt7,610 7,614 Other liabilities3,

21、506 4,381 Equity Common stock,$0.50 par value;authorized,1,200.0 shares;issued,953.4 shares;outstanding,572.0 shares and 572.1 shares,respectively477 477 Additional paid-in-capital62 158 Retained earnings40,070 40,108 Accumulated other comprehensive income(loss)(1,253)(1,097)Cost of common stock in

22、treasury,381.4 shares and 381.3 shares,respectively(18,667)(18,746)Common stockholders equity20,689 20,900 Noncontrolling interests in subsidiaries5,909 5,881 Total equity26,598 26,781 Total liabilities and equity$42,746 46,440 See accompanying Notes to Consolidated Financial Statements.3Consolidate

23、d Statements of EquityEMERSON ELECTRIC CO.&SUBSIDIARIESThree and six months ended March 31,2023 and 2024(Dollars in millions;unaudited)Three Months Ended March31,Six Months Ended March31,2023 2024 2023 2024 Common stock$477 477 477 477 Additional paid-in-capital Beginning balance112 140 57 62 Stock

24、plans26 51 81 170 AspenTech purchases of common stock(33)(74)Ending balance138 158 138 158 Retained earnings Beginning balance30,076 39,910 28,053 40,070 Net earnings common stockholders792 501 3,123 643 Dividends paid(per share:$0.520,$0.525,$1.040 and$1.050,respectively)(297)(303)(605)(605)Ending

25、balance30,571 40,108 30,571 40,108 Accumulated other comprehensive income(loss)Beginning balance(1,255)(1,090)(1,485)(1,253)Foreign currency translation111 6 347 178 Pension and postretirement(17)(12)(33)(24)Cash flow hedges13(1)23 2 Ending balance(1,148)(1,097)(1,148)(1,097)Treasury stock Beginning

26、 balance(18,683)(18,763)(16,738)(18,667)Purchases (2,000)(175)Issued under stock plans5 17 60 96 Ending balance(18,678)(18,746)(18,678)(18,746)Common stockholders equity11,360 20,900 11,360 20,900 Noncontrolling interests in subsidiaries Beginning balance5,987 5,881 5,952 5,909 Net earnings(loss)(22

27、)2(27)(8)Stock plans23 22 58 33 AspenTech purchases of common stock(24)(55)Other comprehensive income(1)4 2 Ending balance5,987 5,881 5,987 5,881 Total equity$17,347 26,781 17,347 26,781 See accompanying Notes to Consolidated Financial Statements.4Consolidated Statements of Cash FlowsEMERSON ELECTRI

28、C CO.&SUBSIDIARIESSix Months Ended March 31,2023 and 2024(Dollars in millions;unaudited)Six Months EndedMarch 31,2023 2024 Operating activities Net earnings$3,096 635 Earnings from discontinued operations,net of tax(2,267)Adjustments to reconcile net earnings to net cash provided by operating activi

29、ties:Depreciation and amortization523 846 Stock compensation142 147 Amortization of acquisition-related inventory step-up 231 Gain on subordinated interest(79)Changes in operating working capital(390)(373)Other,net(227)(206)Cash from continuing operations877 1,201 Cash from discontinued operations(3

30、91)(43)Cash provided by operating activities486 1,158 Investing activitiesCapital expenditures(121)(159)Purchases of businesses,net of cash and equivalents acquired(8,342)Proceeds from subordinated interest15 79 Other,net(76)(68)Cash from continuing operations(182)(8,490)Cash from discontinued opera

31、tions2,916 1 Cash provided by(used in)investing activities2,734(8,489)Financing activitiesNet increase(decrease)in short-term borrowings(31)2,464 Proceeds from short-term borrowings greater than three months395 99 Payments of long-term debt(742)(1)Dividends paid(603)(600)Purchases of common stock(2,

32、000)(175)AspenTech purchases of common stock(129)Other,net(55)(45)Cash provided by(used in)financing activities(3,036)1,613 Effect of exchange rate changes on cash and equivalents58(15)Increase(decrease)in cash and equivalents242(5,733)Beginning cash and equivalents1,804 8,051 Ending cash and equiva

33、lents$2,046 2,318 Changes in operating working capitalReceivables$(63)(35)Inventories(219)(46)Other current assets22(69)Accounts payable(98)(46)Accrued expenses(32)(177)Total changes in operating working capital$(390)(373)See accompanying Notes to Consolidated Financial Statements.5Notes to Consolid

34、ated Financial StatementsEMERSON ELECTRIC CO.&SUBSIDIARIES(Dollars and shares in millions,except per share amounts or where noted)(1)BASIS OF PRESENTATIONIn the opinion of management,the accompanying unaudited consolidated financial statements include all adjustments necessary for a fairpresentation

35、 of operating results for the interim periods presented.Adjustments consist of normal and recurring accruals.The consolidatedfinancial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures requiredfor annual financial statements pre

36、sented in conformity with U.S.generally accepted accounting principles(GAAP).For further information,referto the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year endedSeptember 30,2023.(2)REVENUE RECOGNITIONEmerson is a global manuf

37、acturer that designs and manufactures products and delivers services that bring technology and engineering togetherto provide innovative solutions for its customers.The majority of the Companys revenues relate to a broad offering of manufactured productsand software which are recognized at the point

38、 in time when control transfers,while a smaller portion is recognized over time or relates to salesarrangements with multiple performance obligations.See Note 14 for additional information about the Companys revenues.The following table summarizes the balances of the Companys unbilled receivables(co

39、ntract assets),which are reported in Other assets(current and noncurrent),and its customer advances(contract liabilities),which are reported in Accrued expenses and Other liabilities.Sept 30,2023Mar 31,2024Unbilled receivables(contract assets)$1,453 1,480 Customer advances(contract liabilities)(897)

40、(1,187)Net contract assets(liabilities)$556 293 The majority of the Companys contract balances relate to(1)arrangements where revenue is recognized over time and payments fromcustomers are made according to a contractual billing schedule,and(2)revenue from term software license arrangements where th

41、e licenserevenue is recognized upfront upon delivery.The decrease in net contract assets was primarily due to the acquisition of National Instruments,which increased contract liabilities by approximately$190,while customer billings slightly exceeded revenue recognized for performancecompleted during

42、 the period.Revenue recognized for the three and six months ended March 31,2024 included$154 and$522,respectively,that was included in the beginning contract liability balance.Other factors that impacted the change in net contract assets were immaterial.Revenue recognized for the three and six month

43、s ended March 31,2024 for performance obligations that were satisfied in previous periods,including cumulative catchup adjustments on the Companys long-term contracts,was immaterial.As of March 31,2024,the Companys backlog relating to unsatisfied(or partially unsatisfied)performance obligations in c

44、ontracts with itscustomers was approximately$8.8 billion(of which approximately$1.25 billion was attributable to AspenTech and approximately$500 wasattributable to National Instruments).The Company expects to recognize approximately 75 percent of its remaining performance obligations asrevenue over

45、the next 12 months,with the remainder substantially over the following two years.6(3)COMMON SHARESReconciliations of weighted-average shares for basic and diluted earnings per common share follow.Earnings allocated to participatingsecurities were inconsequential.Three Months EndedMarch 31,Six Months

46、 EndedMarch 31,2023 2024 2023 2024 Basic shares outstanding570.9 571.4 577.2 571.1 Dilutive shares2.7 2.7 2.9 2.6 Diluted shares outstanding573.6 574.1 580.1 573.7 (4)ACQUISITIONS AND DIVESTITURESNational InstrumentsOn October 11,2023,the Company completed the acquisition of National Instruments Cor

47、poration(“NI”).NI,which provides software-connectedautomated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost,had revenues ofapproximately$1.7 billion and pretax earnings of approximately$170 for the 12 months ended September 30,2023.NI is n

48、ow referred to as Test&Measurement and reported as a new segment in the Software and Control business group,see Note 14.The following table summarizes the components of the purchase consideration reflected in the acquisition accounting for NI.Cash paid to acquire remaining NI shares not already owne

49、d by Emerson$7,833 Payoff of NI debt at closing634 Total consideration paid in cash at closing8,467 Fair value of NI shares already owned by Emerson prior to acquisition137 Value of stock-based compensation awards attributable to pre-combination service49 Total purchase consideration$8,653 The total

50、 purchase consideration for NI was allocated to assets and liabilities as follows.Valuations of acquired assets and liabilities are in-process and subject to refinement.Cash and equivalents$135 Receivables310 Inventory514 Other current assets139 Property,plant and equipment328 Goodwill($130 expected

51、 to be tax-deductible)3,407 Other intangible assets5,275 Other assets120 Total assets10,228 Accounts payable52 Accrued expenses326 Deferred taxes and other liabilities1,197 Total purchase consideration$8,653 7The estimated intangible assets attributable to the transaction are comprised of the follow

52、ing(in millions):AmountEstimated WeightedAverage Life(Years)Developed technology$1,570 9Customer relationships3,360 15Trade names210 9Backlog135 1Total$5,275 Results of operations for the three and six months ended March 31,2024 attributable to the NI acquisition include sales of$367 and$749,respect

53、ively,and a net loss of$80 and$406,respectively.The net loss included the impact of inventory step-up amortization recorded in the firstquarter,intangibles amortization,retention bonuses,stock compensation expense and restructuring.Pro Forma Financial InformationThe following unaudited proforma cons

54、olidated condensed financial results of operations are presented as if the acquisition of NI occurred onOctober 1,2022.The pro forma information is presented for informational purposes only and is not indicative of the results of operations thatwould have been achieved had the acquisition occurred a

55、s of that time($in millions,except per share amounts).Three Months Ended March31,Six Months Ended March31,2023 2024 2023 2024 Net Sales$4,193 4,376$8,014 8,512 Net earnings from continuing operations common stockholders$447 530$306 950 Diluted earnings per share from continuing operations$0.77 0.92$

56、0.53 1.65 Pro forma Net sales for the three and six months ended March 31,2023 include$437 and$885,respectively,attributable to NI.The pro forma results for the three months ended March 31,2023 include ongoing intangibles amortization of$107 and backlog amortization of$34,and exclude the mark-to-mar

57、ket gain of$35 recognized in the prior year on the Companys equity investment in National InstrumentsCorporation(see Note 7).The pro forma results for the six months ended March 31,2023 include transaction costs of$198 which were assumed to be incurred in the firstquarter of fiscal 2023.These transa

58、ction costs include$88 incurred by NI prior to the completion of the transaction and$110 incurred byEmerson in periods subsequent to the first quarter of fiscal 2023.The pro forma results for the six months ended March 31,2023 also include$212 of ongoing intangibles amortization,backlog amortization

59、 of$68,inventory step-up amortization of$213,and retention bonuses of$47,and exclude the mark-to-market gain of$35 recognized in the prior year on the equity investment in National Instruments Corporation.Other TransactionsIn the second quarter of fiscal 2024,the Company received its final distribut

60、ion of$79 related to its subordinated interest in Vertiv.In addition,theCompany divested a small business in the Final Control segment and recognized a non-cash loss of$39.In the fourth quarter of fiscal 2023,the Company acquired two businesses,Flexim,which is reported in the Measurement&Analytical

61、segment,and Afag,which is reported in the Discrete Automation segment,for$715,net of cash acquired.The Company recognized goodwill of$423(none of which is expected to be tax deductible)and other8identifiable intangible assets of$323,primarily customer relationships and intellectual property with a w

62、eighted-average useful life ofapproximately 9 years.On March 31,2023,Emerson completed the divestiture of Metran,its Russia-based manufacturing subsidiary.In the first quarter of fiscal 2023,the Company recognized a pretax loss of$47 in Other deductions($47 after-tax,in total$0.08 per share)related

63、to its exit of businessoperations in Russia.(5)DISCONTINUED OPERATIONSOn 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 fiscal 2022)to pr

64、ivate equity funds managed byBlackstone in a$14.0 billion transaction.Emerson received upfront,pre-tax cash proceeds of approximately$9.7 billion and a note receivablewith a face value of$2.25 billion(which accrues 5 percent interest payable in kind by capitalizing interest),while retaining a 40 per

65、cent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone.The Climate Technologies business,which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVACand refrigeration

66、 end-markets,had fiscal 2022 net sales of approximately$5.0 billion and pretax earnings of$1.0 billion.The Companyrecognized a pretax gain of approximately$10.6 billion in the third quarter of fiscal 2023(approximately$8.4 billion after-tax including taxexpense recognized prior to the completion of

67、the transaction related to subsidiary restructurings).The new standalone business is namedCopeland.See Note 10 for further details.On October 31,2022,the Company completed the divestiture of its InSinkErator business,which manufactures food waste disposers,toWhirlpool Corporation for$3.0 billion.Thi

68、s business had net sales of$630 and pretax earnings of$152 in fiscal 2022.The Company recognizeda pretax gain of approximately$2.8 billion(approximately$2.1 billion after-tax)in the first quarter of fiscal 2023.The financial results of Climate Technologies and InSinkErator(ISE)are reported as discon

69、tinued operations for the three and six monthsended March 31,2023 and were as follows:9Three Months Ended March 31,2023 ClimateTechnologiesISETotalNet sales$1,245 1,245 Cost of sales782 782 SG&A127 127 Gain on sale of business(3)(3)Other deductions,net35 35 Earnings before income taxes301 3 304 Inco

70、me taxes39 39 Earnings,net of tax$262 3 265 Six Months Ended March 31,2023ClimateTechnologiesISETotalNet sales$2,309 49 2,358 Cost of sales1,484 29 1,513 SG&A269 8 277 Gain on sale of business(2,783)(2,783)Other deductions,net67 12 79 Earnings before income taxes489 2,783 3,272 Income taxes352 653 1

71、,005 Earnings,net of tax$137 2,130 2,267 Climate Technologies results for the three and six months ended March 31,2023 included lower expense of$43 and$70,respectively,due toceasing depreciation and amortization upon the held-for-sale classification.Other deductions,net for Climate Technologies incl

72、uded$28 and$55of transaction-related costs for the three and six months ended March 31,2023,respectively.Income taxes for the six months ended March 31,2023 included approximately$245 for Climate Technologies subsidiary restructurings and approximately$660 related to the gain on theInSinkErator dive

73、stiture.Net cash from operating and investing activities for Climate Technologies,InSinkErator and Therm-O-Disc for the six months ended March 31,2024 and 2023 were as follows:Climate TechnologiesISE and TODTotal Six Months Ended March 31,Six Months Ended March 31,Six Months Ended March 31,2023 2024

74、 2023 2024 2023 2024 Cash from operating activities$44(43)(435)(391)(43)Cash from investing activities$(139)1 3,055 2,916 1 Cash from operating activities for the six months ended March 31,2023 reflects approximately$575 of income taxes paid related to the gain onthe InSinkErator divestiture and the

75、 Climate Technologies subsidiary restructurings,transaction fees and unfavorable working capital.Cash frominvesting activities for the six months ended March 31,2023 reflects the proceeds of$3.0 billion related to the InSinkErator divestiture.10(6)PENSION&POSTRETIREMENT PLANSTotal periodic pension a

76、nd postretirement(income)expense is summarized below:Three Months Ended March 31,Six Months Ended March 31,2023 2024 2023 2024 Service cost$12 9$24 18 Interest cost54 55 108 110 Expected return on plan assets(71)(74)(142)(148)Net amortization(20)(14)(40)(28)Total$(25)(24)$(50)(48)(7)OTHER DEDUCTIONS

77、,NETOther deductions,net are summarized below:Three Months EndedMarch 31,Six Months EndedMarch 31,2023 2024 2023 2024 Amortization of intangibles(intellectual property and customerrelationships)$119 273 237 547 Restructuring costs19 30 29 113 Acquisition/divestiture costs10 5 10 85 Foreign currency

78、transaction(gains)losses26 17 19 51 Investment-related gains&gains from sales of capital assets(35)(39)Loss on Copeland equity method investment 59 95 Loss on divestiture of business 39 39 Russia business exit 47 Other(30)(34)(74)(54)Total$109 389 229 876 Intangibles amortization for the three and s

79、ix months ended March 31,2024 included$141 and$280,respectively,related to the NI acquisition.Foreign currency transaction losses for the three and six months ended March 31,2023 included a mark-to-market loss of$14 and a gain of$21,respectively,related to foreign currency forward contracts that wer

80、e terminated in June 2023.The Company recognized a mark-to-marketgain of$35 for the three months ended March 31,2023 related to its equity investment in National Instruments Corporation.Other is composedof several items,including a portion of pension expense,litigation costs,provision for bad debt a

81、nd other items,none of which is individuallysignificant.11(8)RESTRUCTURING COSTSRestructuring expense reflects costs associated with the Companys ongoing efforts to improve operational efficiency and deploy assets globallyin order to remain competitive on a worldwide basis.The Company expects fiscal

82、 2024 restructuring expense and related costs to beapproximately$230,including costs to complete actions initiated in the first six months of the year.Restructuring expense by business segment follows:Three Months Ended March 31,Six Months EndedMarch 31,2023 2024 2023 2024 Final Control$2(7)1(4)Meas

83、urement&Analytical 1 1 4 Discrete Automation7 7 8 17 Safety&Productivity2 1 2 1 Intelligent Devices11 2 12 18 Control Systems&Software5 3 6 4 Test&Measurement 14 54 AspenTech Software and Control5 17 6 58 Corporate3 11 11 37 Total$19 30 29 113 Corporate restructuring of$11 and$37 for the three and s

84、ix months ended March 31,2024,respectively,is comprised almost entirely ofintegration-related stock compensation expense attributable to NI.Details of the change in the liability for restructuring costs during the six months ended March 31,2024 follow:Sept 30,2023ExpenseUtilized/PaidMar 31,2024Sever

85、ance and benefits$85 95 100 80 Other2 18 15 5 Total$87 113 115 85 The tables above do not include$7 and$3 of costs related to restructuring actions incurred for the three months ended March 31,2023 and2024,respectively,that are required to be reported in cost of sales and selling,general and adminis

86、trative expenses;year-to-date amounts are$12 and$7,respectively.(9)TAXESIncome taxes were$149 in the second quarter of fiscal 2024 and$134 in 2023,resulting in effective tax rates of 23 percent and 21 percent,respectively.The current year rate was negatively impacted by approximately 2 percentage po

87、ints due to the loss on divestiture(see Note 4),which was nondeductible for tax purposes.Income taxes were$156 in the first six of months of fiscal 2024 and$232 in 2023,resulting in effective tax rates of 20 percent and 22 percent,respectively.The current year rate included a$57($0.10 per share)bene

88、fit related to discrete tax items,partially offset by unfavorable impactsfrom inventory step-up amortization and the loss on divestiture noted above.In total,the net impact of these items benefited the rate byapproximately 1 percentage point.12(10)EQUITY METHOD INVESTMENT AND NOTE RECEIVABLEAs discu

89、ssed in Note 5,the Company completed the divestiture of a majority stake in Copeland on May 31,2023,and received upfront,pre-taxcash proceeds of approximately$9.7 billion and a note receivable with a face value of$2.25 billion,while retaining a 40 percent non-controllingcommon equity interest in Cop

90、eland.The Company records its share of Copelands income or loss using the equity method of accounting.For the three and six months endedMarch 31,2024 the Company recorded a loss of$59 and$95,respectively,in Other deductions to reflect its share of Copelands losses and atax benefit of$13 and$22,respe

91、ctively,in Income taxes related to Copelands U.S.business,which is taxed as a partnership(in total,a loss of$0.08 and$0.12 per share,respectively).The Company recognized non-cash interest income on the note receivable of$31 and$62 for thethree and six months ended March 31,2024,respectively,which is

92、 reported in Interest income from related party and capitalized to the carryingvalue of the note.As of March 31,2024,the carrying values of the retained equity investment and note receivable were$1,036 and$2,155,respectively.Summarized financial information for Copeland for the three and six months

93、ended March 31,2024 is as follows.Three Months EndedMarch 31,Six Months EndedMarch 31,2024 2024 Net sales$1,175$2,199 Gross profit$412$757 Income(loss)from continuing operations$(147)$(240)Net income(loss)$(147)$(240)Net income(loss)attributable to shareholders$(148)$(238)(11)OTHER FINANCIAL INFORMA

94、TIONSept 30,2023Mar 31,2024InventoriesFinished products$446 593 Raw materials and work in process1,560 1,764 Total$2,006 2,357 Property,plant and equipment,net Property,plant and equipment,at cost$5,524 5,976 Less:Accumulated depreciation3,161 3,287 Total$2,363 2,689 Goodwill by business segmentFina

95、l Control$2,660 2,682 Measurement&Analytical1,545 1,560 Discrete Automation892 908 Safety&Productivity388 399 Intelligent Devices5,485 5,549 Control Systems&Software668 671 Test&Measurement 3,415 AspenTech8,327 8,329 Software and Control8,995 12,415 Total$14,480 17,964 13Sept 30,2023Mar 31,2024Other

96、 intangible assets Gross carrying amount$10,111 15,484 Less:Accumulated amortization3,848 4,508 Net carrying amount$6,263 10,976 Other intangible assets include customer relationships,net,of$3,353 and$6,501 and intellectual property,net,of$2,707 and$4,247 as ofSeptember 30,2023 and March 31,2024,res

97、pectively.The increase in goodwill and intangibles was primarily due to the NI acquisition.See Note 4.Three Months EndedMarch 31,Six Months Ended March31,2023 2024 2023 2024 Depreciation and amortization expense include the following:Depreciation expense$72 79 146 158 Amortization of intangibles(inc

98、ludes$49,$49,$98 and$98 reported in Cost of Sales,respectively)168 322 335 645 Amortization of capitalized software23 23 42 43 Total$263 424 523 846 Amortization of intangibles included$141 and$280 related to the NI acquisition for the three and six months ended March 31,2024.Sept 30,2023Mar 31,2024

99、Other assets include the following:Pension assets$995 1,053 Operating lease right-of-use assets550 686 Unbilled receivables(contract assets)559 528 Deferred income taxes100 63 Asbestos-related insurance receivables53 48 Accrued expenses include the following:Customer advances(contract liabilities)$8

100、61 1,100 Employee compensation618 531 Income taxes207 220 Operating lease liabilities(current)144 155 Product warranty84 74 Other liabilities include the following:Deferred income taxes$1,959 2,654 Operating lease liabilities(noncurrent)404 511 Pension and postretirement liabilities435 447 Asbestos

101、litigation173 164 The increase in deferred income tax liabilities reflects the impact of the NI acquisition.See Note 4.14(12)FINANCIAL INSTRUMENTSHedging Activities As of March 31,2024,the notional amount of foreign currency hedge positions was approximately$3.2 billion.Allderivatives receiving hedg

102、e accounting are cash flow hedges.The majority of hedging gains and losses deferred as of March 31,2024 areexpected to be recognized over the next 12 months as the underlying forecasted transactions occur.Gains and losses on foreign currencyderivatives reported in Other deductions,net reflect hedges

103、 of balance sheet exposures that do not receive hedge accounting.Net Investment Hedge In fiscal 2019,the Company issued euro-denominated debt of 1.5 billion.The euro notes reduce foreign currency riskassociated with the Companys international subsidiaries that use the euro as their functional curren

104、cy and have been designated as a hedge ofa portion of the investment in these operations.Foreign currency gains or losses associated with the euro-denominated debt are deferred inaccumulated other comprehensive income(loss)and will remain until the hedged investment is sold or substantially liquidat

105、ed.The following gains and losses are included in earnings and other comprehensive income(OCI)for the three and six months ended March 31,2023 and 2024:Into EarningsInto OCI2nd QuarterSix Months2nd QuarterSix MonthsGains(Losses)Location2023 2024 2023 2024 2023 2024 2023 2024 CommodityCost of sales$(

106、2)(10)8 19 Foreign currencySales(1)(2)(1)(5)3 2 Foreign currencyCost of sales10 3 18 6 17 6 14 7 Foreign currencyOther deductions,net(22)(26)(17)(11)Net Investment HedgesEuro denominated debt (14)3(137)(52)Total$(15)(23)(11)(5)10 4(101)(43)Regardless of whether derivatives and non-derivative financi

107、al instruments receive hedge accounting,the Company expects hedging gains orlosses to be offset by losses or gains on the related underlying exposures.The amounts ultimately recognized will differ from those presentedabove for open positions,which remain subject to ongoing market price fluctuations

108、until settlement.Derivatives receiving hedge accounting arehighly effective and no amounts were excluded from the assessment of hedge effectiveness.Fair Value Measurement Valuations for all derivatives,the Companys note receivable from Copeland,and the Companys long-term debt fallwithin Level 2 of t

109、he GAAP valuation hierarchy.The fair value of the note receivable as of March 31,2024 was approximately$2.0 billion,whichwas lower than the carrying value by approximately$100.See Note 10 for further details.As of March 31,2024,the fair value of long-term debtwas approximately$7.2 billion,which was

110、lower than the carrying value by$963.The fair value of foreign currency contracts,which are reportedin Other current assets and Accrued expenses,did not materially change since September 30,2023.Commodity contracts related todiscontinued operations and were novated to Copeland upon the completion of

111、 the transaction.Counterparties to derivatives arrangements are companies with investment-grade credit ratings.The Company has bilateral collateralarrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement.If credit ratings on theCompanys debt

112、 fall below pre-established levels,counterparties can require immediate full collateralization of all derivatives in net liabilitypositions.The maximum amount that could potentially have been required was immaterial.The Company also can demand full collateralizationof derivatives in net asset positi

113、ons should any counterparty credit ratings fall below certain thresholds.No collateral was posted withcounterparties and none was held by the Company as of March 31,2024.15(13)ACCUMULATED OTHER COMPREHENSIVE INCOME(LOSS)Activity in Accumulated other comprehensive income(loss)for the three and six mo

114、nths ended March 31,2023 and 2024 is shown below,net ofincome taxes:Three Months EndedMarch 31,Six Months Ended March31,2023 2024 2023 2024 Foreign currency translation Beginning balance$(1,029)(840)(1,265)(1,012)Other comprehensive income(loss),net of tax of$4,$(1),$32 and$12,respectively111(17)347

115、 155 Reclassification to loss on divestiture of business 23 23 Ending balance(918)(834)(918)(834)Pension and postretirement Beginning balance(238)(259)(222)(247)Amortization of deferred actuarial losses into earnings,net of tax of$3,$2,$7and$4,respectively(17)(12)(33)(24)Ending balance(255)(271)(255

116、)(271)Cash flow hedges Beginning balance12 9 2 6 Gains deferred during the period,net of taxes of$(6),$0,$(9)and$(2),respectively18 1 27 7 Reclassification of realized(gains)losses to sales and cost of sales,net of tax of$2,$1,$2 and$1,respectively(5)(2)(4)(5)Ending balance25 8 25 8 Accumulated othe

117、r comprehensive income(loss)$(1,148)(1,097)(1,148)(1,097)16(14)BUSINESS SEGMENTSAs disclosed in Note 4,the Company completed the acquisition of NI on October 11,2023.NI is now referred to as Test&Measurement andreported as a new segment in the Software and Control business group.Summarized informati

118、on about the Companys results of operations by business segment follows:Three Months Ended March 31,Six Months Ended March 31,SalesEarnings(Loss)SalesEarnings(Loss)2023 2024 2023 2024 2023 2024 2023 2024 Final Control$992 1,051 215 259 1,854 1,991 373 453 Measurement&Analytical888 1,013 229 274 1,63

119、7 1,960 404 509 Discrete Automation683 632 133 116 1,301 1,245 254 213 Safety&Productivity361 365 83 83 671 687 146 151 Intelligent Devices2,924 3,061 660 732 5,463 5,883 1,177 1,326 Control Systems&Software623 687 127 151 1,229 1,362 234 300 Test&Measurement 367 (79)749 (157)AspenTech230 278(54)(8)

120、473 535(87)(43)Software and Control853 1,332 73 64 1,702 2,646 147 100 Stock compensation(40)(73)(142)(147)Unallocated pension and postretirement costs46 38 91 69 Corporate and other(47)(103)(111)(502)Loss on Copeland equity method investment(59)(95)Gain on subordinated interest 79 79 Eliminations/I

121、nterest(21)(17)(53)(57)(36)(36)(101)(101)Interest income from related party 31 62 Total$3,756 4,376 639 652 7,129 8,493 1,061 791 Stock compensation for the three months and six months ended March 31,2024 included$14 and$44 of integration-related stock compensationexpense attributable to NI(of which

122、$10 and$36,respectively,was reported as restructuring costs).Corporate and other for the three and sixmonths ended March 31,2024 included acquisition/divestiture fees and related costs of$16 and$146,respectively,and a divestiture loss of$39,while year-to-date also includes acquisition-related invent

123、ory step-up amortization of$231.Corporate and other for the six months endedMarch 31,2023 included a loss of$47 related to the Companys exit of business operations in Russia and a mark-to-market gain of$35 relatedto its equity investment in National Instruments Corporation.17Depreciation and amortiz

124、ation(includes intellectual property,customer relationships and capitalized software)by business segment aresummarized below:Three Months Ended March31,Six Months Ended March31,2023 2024 2023 2024 Final Control$45 39 90 79 Measurement&Analytical28 33 58 73 Discrete Automation22 21 43 43 Safety&Produ

125、ctivity15 15 29 29 Intelligent Devices110 108 220 224 Control Systems&Software24 28 45 49 Test&Measurement 153 304 AspenTech123 124 246 247 Software and Control147 305 291 600 Corporate and other6 11 12 22 Total$263 424 523 846 18Test&Measurement depreciation and amortization for the three and six m

126、onths ended March 31,2024 included intangibles amortization of$141and$280 due to the acquisition.Sales by geographic destination,Americas,Asia,Middle East&Africa(AMEA)and Europe,are summarized below:Three Months Ended March 31,Three Months Ended March 31,20232024AmericasAMEAEuropeTotalAmericasAMEAEu

127、ropeTotalFinal Control$494 362 136 992 513 404 134 1,051 Measurement&Analytical455 304 129 888 512 334 167 1,013 Discrete Automation311 184 188 683 294 161 177 632 Safety&Productivity272 16 73 361 269 19 77 365 Intelligent Devices1,532 866 526 2,924 1,588 918 555 3,061 Control Systems&Software314 18

128、6 123 623 321 217 149 687 Test&Measurement 162 98 107 367 AspenTech114 61 55 230 121 73 84 278 Software and Control428 247 178 853 604 388 340 1,332 Total$1,960 1,113 704 3,777 2,192 1,306 895 4,393 Six Months Ended March 31,Six Months Ended March 31,20232024AmericasAMEAEuropeTotalAmericasAMEAEurope

129、TotalFinal Control$940 670 244 1,854 967 774 250 1,991 Measurement&Analytical851 550 236 1,637 987 659 314 1,960 Discrete Automation602 359 340 1,301 580 323 342 1,245 Safety&Productivity508 33 130 671 512 35 140 687 Intelligent Devices2,901 1,612 950 5,463 3,046 1,791 1,046 5,883 Control Systems&So

130、ftware608 371 250 1,229 646 426 290 1,362 Test&Measurement 326 197 226 749 AspenTech226 124 123 473 261 133 141 535 Software and Control834 495 373 1,702 1,233 756 657 2,646 Corporate and otherTotal$3,735 2,107 1,323 7,165 4,279 2,547 1,703 8,529 19Items 2 and 3.Managements Discussion and Analysis o

131、f Financial Condition and Results of Operations(Dollars are in millions,except per share amounts or where noted)OVERVIEWOn October 11,2023,the Company completed the acquisition of National Instruments Corporation(“NI”),which is now referred to as Test&Measurement and reported as a new segment in the

132、 Software and Control business group.NI provides software-connected automated test andmeasurement systems that enable enterprises to bring products to market faster and at a lower cost,and had revenues of approximately$1.7 billion for the 12 months ended September 30,2023.See Note 4.For the second q

133、uarter of fiscal 2024,net sales were$4.4 billion,up 17 percent compared with the prior year.Underlying sales,which excludeforeign currency translation,acquisitions and divestitures,were up 8 percent.Foreign currency translation had a 1 percent unfavorable impactand the Test&Measurement acquisition a

134、dded 10 percent.Earnings from continuing operations attributable to common stockholders were$501,down 6 percent,and diluted earnings per share fromcontinuing operations were$0.87,down 5 percent compared with$0.92 in the prior year.Adjusted diluted earnings per share from continuingoperations were$1.

135、36,up 25 percent compared with$1.09 in the prior year,reflecting the strong sales growth and operating performance,aswell as an$0.11 contribution from Test&Measurement.The table below presents the Companys diluted earnings per share from continuing operations on an adjusted basis to facilitate perio

136、d-to-periodcomparisons and provide additional insight into the underlying,ongoing operating performance of the Company.Adjusted diluted earnings pershare from continuing operations excludes intangibles amortization expense,restructuring expense,first year purchase accounting related itemsand transac

137、tion-related costs,and certain gains,losses or impairments.Three Months Ended March 31,20232024Diluted earnings from continuing operations per share$0.92 0.87 Amortization of intangibles0.16 0.36 Restructuring and related costs0.04 0.05 Acquisition/divestiture fees and related costs0.01 0.03 Loss on

138、 divestiture of business 0.07 Gain on subordinated interest(0.10)National Instruments investment gain(0.05)AspenTech Micromine purchase price hedge0.01 Loss on Copeland equity method investment 0.08 Adjusted diluted earnings from continuing operations per share$1.09 1.36 20The table below summarizes

139、 the changes in 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.Three MonthsEndedAdjusted diluted earnings from continuing operations

140、 per share-March 31,2023$1.09 Operations0.27 Corporate and other0.02 Stock compensation(0.04)Foreign currency(0.02)Pensions(0.01)Effective tax rate0.01 Interest income from related party0.04 Adjusted diluted earnings from continuing operations per share-March 31,2024$1.36 RESULTS OF OPERATIONS FOR T

141、HE THREE MONTHS ENDED MARCH 31Following is an analysis of the Companys operating results for the second quarter ended March 31,2023,compared with the second quarterended March 31,2024.20232024Change(dollars in millions,except per share amounts)Net sales$3,756 4,376 17%Gross profit$1,801 2,284 27%Per

142、cent of sales47.9%52.2%4.3 ptsSG&A$1,000 1,296 30%Percent of sales26.7%29.6%2.9 ptsGain on subordinated interest$(79)Other deductions,net$109 389 Amortization of intangibles$119 273 Restructuring costs$19 30 Interest expense,net$53 57 Interest income from related party$(31)Earnings from continuing o

143、perations before income taxes$639 652 2%Percent of sales17.0%14.9%(2.1)ptsEarnings from continuing operations common stockholders$530 501(6)%Percent of sales14.2%11.4%(2.8)ptsNet earnings common stockholders$792 501(37)%Diluted EPS-Earnings from continuing operations$0.92 0.87(5)%Diluted EPS-Net ear

144、nings$1.38 0.87(37)%Adjusted Diluted EPS-Earnings from continuing operations$1.09 1.36 25%Net sales for the second quarter of fiscal 2024 were$4.4 billion,up 17 percent compared with 2023.Intelligent Devices sales were up 5 percent,while Software and Control sales were up 56 percent,which included t

145、he impact of the Test&Measurement acquisition.Underlying sales wereup 8 percent on 5 percent higher volume and 3 percent higher price.Foreign currency translation had a 1 percent unfavorable impact and theTest&Measurement acquisition added 10 percent.Underlying sales were up 2 percent in the U.S.and

146、 up 12 percent internationally.TheAmericas21was up 4 percent,Europe was up 12 percent,and Asia,Middle East&Africa was up 11 percent(China down 3 percent).Cost of sales for the second quarter of fiscal 2024 were$2,092,an increase of$137 compared with 2023,reflecting the impact of higher volumeand the

147、 Test&Measurement acquisition.Gross margin of 52.2 percent increased 4.3 percentage points,reflecting the Test&Measurementacquisition,higher price and leverage on higher sales.Selling,general and administrative(SG&A)expenses of$1,296 increased$296 and SG&A as a percent of sales increased 2.9 percent

148、agepoints to 29.6 percent compared with the prior year,reflecting the impact of the Test&Measurement acquisition and higher stock compensationexpense,partially offset by strong operating leverage on higher sales.In the second quarter of fiscal 2024,the Company received its final distribution of$79 r

149、elated to its subordinated interest in Vertiv.Other deductions,net were$389 for the second quarter of fiscal 2024,an increase of$280 compared with the prior year.The current yearincluded intangibles amortization related to the Test&Measurement acquisition of$141,restructuring costs of$30,a loss of$5

150、9 on theCompanys equity method investment in Copeland and a divestiture loss of$39.The prior year included a mark-to-market gain of$35 related toits equity investment in National Instruments Corporation and a mark-to-market loss of$14 related to foreign currency forward contracts thatwere terminated

151、 in June 2023.See Note 7 and Note 10.Pretax earnings from continuing operations of$652 increased$13,up 2 percent compared with the prior year.Earnings increased$72 inIntelligent Devices and decreased$9 in Software and Control,see the Business Segments discussion that follows and Note 14.Income taxes

152、 were$149 in the second quarter of fiscal 2024 and$134 in 2023,resulting in effective tax rates of 23 percent and 21 percent,respectively.The current year rate was negatively impacted by approximately 2 percentage points due to the loss on divestiture(see Note 4),which was nondeductible for tax purp

153、oses.Earnings from continuing operations attributable to common stockholders were$501,down 6 percent,and diluted earnings per share fromcontinuing operations were$0.87,down 5 percent compared with$0.92 in the prior year.Adjusted diluted earnings per share from continuingoperations were$1.36 compared

154、 with$1.09 in the prior year,reflecting strong operating results.See the analysis above of adjusted earnings pershare for further details.Earnings from discontinued operations were$262($0.46 per share)in the prior year.See Note 5.Net earnings common stockholders in the second quarter of fiscal 2024

155、were$501 compared with$792 in the prior year,and earnings per sharewere$0.87 compared with$1.38 in the prior year.The table below,which shows results from continuing operations on an adjusted EBITA basis,is intended to supplement the Companysdiscussion of its results of operations herein.The Company

156、 defines adjusted EBITA as earnings from continuing operations excluding interestexpense,net,income taxes,intangibles amortization expense,restructuring expense,first year purchase accounting related items andtransaction-related costs,gains or losses on the Copeland equity method investment,and cert

157、ain gains,losses or impairments.Adjusted EBITAand adjusted EBITA margin are measures used by management and may be useful for investors to evaluate the Companys operationalperformance.22Three Months Ended March 31,20232024ChangeEarnings from continuing operations before income taxes$639 652 2%Percen

158、t of sales17.0%14.9%(2.1)ptsInterest expense,net53 57 Interest income from related party(31)Amortization of intangibles168 322 Restructuring and related costs26 33 Acquisition/divestiture fees and related costs10 20 Loss on divestiture of business 39 Gain on subordinated interest(79)National Instrum

159、ents investment gain(35)AspenTech Micromine purchase price hedge14 Loss on Copeland equity method investment 59 Adjusted EBITA from continuing operations$875 1,072 23%Percent of sales23.3%24.5%1.2 pts23Business SegmentsFollowing is an analysis of operating results for the Companys business segments

160、for the second quarter ended March 31,2023,compared withthe second quarter ended March 31,2024.The Company defines segment earnings as earnings before interest and taxes.See Note 14 for adiscussion of the Companys business segments.INTELLIGENT DEVICES20232024ChangeFXAcq/DivU/LSales:Final Control$992

161、 1,051 6%1%7%Measurement&Analytical888 1,013 14%1%1%16%Discrete Automation683 632(8)%1%(7)%Safety&Productivity361 365 1%1%Total$2,924 3,061 5%1%6%Earnings:Final Control$215 259 21%Measurement&Analytical229 274 19%Discrete Automation133 116(13)%Safety&Productivity83 83%Total$660 732 11%Margin22.6%23.

162、9%1.3 ptsAmortization of intangibles:Final Control$22 22 Measurement&Analytical5 12 Discrete Automation7 8 Safety&Productivity7 7 Total$41 49 Restructuring and related costs:Final Control$9(7)Measurement&Analytical 1 Discrete Automation7 7 Safety&Productivity2 1 Total$18 2 Adjusted EBITA$719 783 9%A

163、djusted EBITA Margin24.6%25.6%1.0 ptsIntelligent Devices sales were$3.1 billion in the second quarter of 2024,an increase of$137,or 5 percent.Underlying sales increased 6 percenton 3 percent higher volume and 3 percent higher price.Underlying sales increased 4 percent in the Americas,Europe increase

164、d 6 percent andAsia,Middle East&Africa was up 9 percent(China down 5 percent).Final Control sales increased$59,or 6 percent,reflecting strength inenergy and power end markets,particularly in Asia,Middle East&Africa.Sales for Measurement&Analytical increased$125,or 14 percent,reflecting robust growth

165、 in all geographies and strong backlog conversion.Discrete Automation sales decreased$51,or 8 percent,reflectingsoftness in all geographies driven in part by lower factory automation demand.Safety&Productivity sales increased$4,or 1 percent,as modestgrowth in Europe and strength in Asia,Middle Ease&

166、Africa was largely offset by softness in the Americas.Earnings for Intelligent Devices were$732,an increase of$72,or 11 percent,and margin increased 1.3 percentage points to 23.9 percent.Adjusted EBITA margin was 25.6 percent,an increase of 1.0 percentage points,reflecting leverage on higher sales,f

167、avorable mix and favorable price less net material inflation,partiallyoffset by increases in other costs.24SOFTWARE AND CONTROL20232024ChangeFXAcq/DivU/LSales:Control Systems&Software$623 687 11%1%12%Test&Measurement 367%AspenTech230 278 21%21%Total$853 1,332 56%1%(43)%14%Earnings:Control Systems&So

168、ftware$127 151 19%Test&Measurement(79)%AspenTech(54)(8)84%Total$73 64(14)%Margin8.6%4.7%(3.9)ptsAmortization of intangibles:Control Systems&Software$5 11 Test&Measurement 141 AspenTech122 121 Total$127 273 Restructuring and related costs:Control Systems&Software$5 3 Test&Measurement 16 AspenTech Tot

169、al$5 19 Adjusted EBITA$205 356 73%Adjusted EBITA Margin24.1%26.7%2.6 ptsSoftware and Control sales were$1,332 in the second quarter of 2024,an increase of$479,or 56 percent compared to the prior year,reflectingthe impact of the Test&Measurement acquisition and strong growth in Control Systems&Softwa

170、re.Underlying sales were up 14 percent on 11percent higher volume and 3 percent higher price.Underlying sales increased 4 percent in the Americas,31 percent in Europe and 20 percent inAsia,Middle East&Africa(China up 9 percent).Control Systems&Software sales increased$64,or 11 percent,reflecting str

171、ong internationaldemand in process end markets and strong demand in power end markets in the Americas.Test&Measurement sales were$367 in the secondquarter,reflecting the acquisition.AspenTech sales increased$48,or 21 percent,primarily due to higher license and maintenance revenue.Earnings for Softwa

172、re and Control decreased$9,down 14 percent,and margin decreased 3.9 percentage points due to the Test&Measurementloss which reflected significant intangibles amortization and restructuring.Adjusted EBITA margin increased 2.6 percentage points,reflectingleverage on higher sales and higher price.25RES

173、ULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31Following is an analysis of the Companys operating results for the six months ended March 31,2023,compared with the six months endedMarch 31,2024.20232024Change(dollars in millions,except per share amounts)Net sales$7,129 8,493 19%Gross profit$3,42

174、1 4,200 23%Percent of sales48.0%49.5%1.5 ptsSG&A$2,030 2,573 27%Percent of sales28.5%30.3%1.8 ptsGain on subordinated interest$(79)Other deductions,net$229 876 Amortization of intangibles$237 547 Restructuring costs$29 113 Interest expense,net$101 101 Interest income from related party$(62)Earnings

175、from continuing operations before income taxes$1,061 791(25)%Percent of sales14.9%9.3%(5.6)ptsEarnings from continuing operations common stockholders$859 643(25)%Percent of sales12.0%7.6%(4.4)ptsNet earnings common stockholders$3,123 643(79)%Diluted EPS-Earnings from continuing operations$1.48 1.12(

176、24)%Diluted EPS-Net earnings$5.38 1.12(79)%Adjusted Diluted EPS-Earnings from continuing operations$1.86 2.58 39%Net sales for the first six months of 2024 were$8.5 billion,up 19 percent compared with 2023.Intelligent Devices sales were up 8 percent,whileSoftware and Control sales were up 56 percent

177、,which included the impact of the Test&Measurement acquisition.Underlying sales were up 9percent on 6.5 percent higher volume and 2.5 percent higher price.Foreign currency translation had a negligible impact,the Test&Measurement acquisition added 11 percent and the divestiture of Metran deducted 1 p

178、ercent.Underlying sales increased 6 percent in the U.S.and increased 12 percent internationally.The Americas was up 6 percent,Europe was up 11 percent and Asia,Middle East&Africa was up 13percent(China was up 3 percent).Cost of sales for 2024 were$4,293,an increase of$585 versus$3,708 in 2023,reflec

179、ting the impact of higher volume and the Test&Measurement acquisition.Gross margin of 49.5 percent increased 1.5 percentage points,reflecting the Test&Measurement acquisition,higherprice and leverage on higher sales,partially offset by the impact from acquisition-related inventory step-up amortizati

180、on of$231,whichnegatively impacted margins by approximately 2.7 percentage points.SG&A expenses of$2,573 increased$543 and SG&A as a percent of sales increased 1.8 percentage points to 30.3 percent,reflecting theimpact of the Test&Measurement acquisition,partially offset by strong operating leverage

181、 on higher sales.In the second quarter of fiscal 2024,the Company received its final distribution of$79 related to its subordinated interest in Vertiv.26Other deductions,net were$876 in 2024,an increase of$647 compared with the prior year.The current year included intangibles amortizationrelated to

182、the Test&Measurement acquisition of$280,restructuring costs of$113,acquisition/divestiture costs of$85,a loss of$95 on theCompanys equity method investment in Copeland and a divestiture loss of$39.The prior year included a charge of$47 related to the Companyexiting its business in Russia,a mark-to-m

183、arket gain of$35 related to its equity investment in National Instruments Corporation and a mark-to-market gain of$21 related to foreign currency forward contracts that were terminated in June 2023.See Note 7 and Note 10.Pretax earnings from continuing operations of$791 decreased$270 compared with p

184、rior year.Earnings increased$149 in Intelligent Devicesand decreased$47 in Software and Control,see the Business Segments discussion that follows and Note 14.Income taxes were$156 in the first six of months of fiscal 2024 and$232 in 2023,resulting in effective tax rates of 20 percent and 22 percent,

185、respectively.The current year rate included a$57($0.10 per share)benefit related to discrete tax items,partially offset by unfavorable impactsfrom inventory step-up amortization and the loss on divestiture noted above.In total,the net impact of these items benefited the rate byapproximately 1 percen

186、tage point.Earnings from continuing operations attributable to common stockholders were$643,down 25 percent compared with the prior year,and dilutedearnings per share from continuing operations were$1.12,down 24 percent compared with$1.48 in 2023.See the analysis above of adjustedearnings per share

187、for further details.Earnings from discontinued operations were$2,264($3.90 per share)in the prior year,reflecting the$2.1 billion after-tax gain on theInSinkErator divestiture.See Note 5.Net earnings common stockholders were$643($1.12 per share)compared with$3,123($5.38 per share)in the prior year.T

188、he table below presents the Companys diluted earnings per share on an adjusted basis to facilitate period-to-period comparisons and provideadditional insight into the underlying,ongoing operating performance of the Company.Six Months Ended March 31,20232024Diluted earnings from continuing operations

189、 per share$1.48 1.12 Amortization of intangibles0.30 0.73 Restructuring and related costs0.06 0.17 Discrete taxes(0.10)Amortization of acquisition-related inventory step-up 0.38 Acquisition/divestiture fees and related costs0.01 0.19 Loss on divestiture of business 0.07 Gain on subordinated interest

190、(0.10)National Instruments investment gain(0.05)AspenTech Micromine purchase price hedge(0.02)Loss on Copeland equity method investment 0.12 Russia business exit charge0.08 Adjusted diluted earnings from continuing operations per share$1.86 2.5827The table below summarizes the changes in adjusted di

191、luted earnings per share.The items identified below are discussed throughout MD&A,see further discussion above and in the Business Segments and Financial Position sections below.Six Months EndedAdjusted diluted earnings from continuing operations per share-March 31,2023$1.86 Operations0.59 Corporate

192、 and other0.03 Stock compensation0.05 Foreign currency(0.02)Pensions(0.02)Effective tax rate(0.01)Interest income from related party0.08 Share count0.02 Adjusted diluted earnings from continuing operations per share-March 31,2024$2.58 The table below,which shows results on an adjusted EBITA basis,is

193、 intended to supplement the Companys discussion of its results ofoperations herein.Six Months Ended March 31,20232024ChangeEarnings from continuing operations before income taxes$1,061 791(25)%Percent of sales14.9%9.3%(5.6)ptsInterest expense,net101 101 Interest income from related party(62)Amortiza

194、tion of intangibles335 645 Restructuring and related costs41 120 Acquisition/divestiture fees and related costs10 154 Loss on divestiture of business 39 Amortization of acquisition-related inventory step-up 231 Gain on subordinated interest(79)National Instruments investment gain(35)AspenTech Microm

195、ine purchase price hedge(21)Loss on Copeland equity method investment 95 Russia business exit charge47 Adjusted EBITA from continuing operations$1,539 2,035 32%Percent of sales21.6%24.0%2.4 ptsBusiness SegmentsFollowing is an analysis of operating results for the Companys business segments for the s

196、ix months ended March 31,2023,compared with thesix months ended March 31,2024.The Company defines segment earnings as earnings before interest and taxes.As a result of the Companysportfolio transformation,the Company has realigned its business segments and now reports six segments and two business g

197、roups.See Note14.28INTELLIGENT DEVICES20232024ChangeFXAcq/DivU/LSales:Final Control$1,854 1,991 7%1%8%Measurement&Analytical1,637 1,960 20%2%22%Discrete Automation1,301 1,245(4)%(1)%(5)%Safety&Productivity671 687 2%2%Total$5,463 5,883 8%8%Earnings:Final Control$373 453 22%Measurement&Analytical404 5

198、09 26%Discrete Automation254 213(16)%Safety&Productivity146 151 3%Total$1,177 1,326 13%Margin21.5%22.5%1.0 ptsAmortization of intangibles:Final Control$44 44 Measurement&Analytical10 32 Discrete Automation14 17 Safety&Productivity13 13 Total$81 106 Restructuring and related costs:Final Control$13 Me

199、asurement&Analytical1 4 Discrete Automation8 17 Safety&Productivity2 1 Total$24 22 Adjusted EBITA$1,282 1,454 13%Adjusted EBITA Margin23.5%24.7%1.2 ptsIntelligent Devices sales were$5.9 billion in the first six months of 2024,an increase of$420,or 8 percent.Underlying sales increased 8 percenton 6 p

200、ercent higher volume and 2 percent higher price.Underlying sales increased 5 percent in the Americas,Europe increased 10 percent,andAsia,Middle East&Africa was up 13 percent(China up 2 percent).Final Control sales increased$137,or 7 percent,reflecting strength inenergy and power end markets.Sales fo

201、r Measurement&Analytical increased$323,or 20 percent,reflecting robust growth in all geographiesand strong backlog conversion.Discrete Automation sales decreased$56,or 4 percent,reflecting softness in all geographies.Safety&Productivity sales increased$16,or 2 percent,reflecting slight growth in the

202、 Americas,moderate growth in Europe and strength in Asia,MiddleEast&Africa.Earnings for Intelligent Devices were$1,326,an increase of$149,or 13 percent,and margin increased 1.0 percentage points to22.5 percent.Adjusted EBITA margin was 24.7 percent,an increase of 1.2 percentage points,reflecting lev

203、erage on higher sales,favorable mixand favorable price less net material inflation,partially offset by increases in other costs.29SOFTWARE AND CONTROL20232024ChangeFXAcq/DivU/LSales:Control Systems&Software$1,229 1,362 11%11%Test&Measurement 749%AspenTech473 535 13%13%Total$1,702 2,646 56%(44)%12%Ea

204、rnings:Control Systems&Software$234 300 29%Test&Measurement(157)%AspenTech(87)(43)50%Total$147 100(32)%Margin8.6%3.8%(4.8)ptsAmortization of intangibles:Control Systems&Software$11 16 Test&Measurement 280 AspenTech243 243 Total$254 539 Restructuring and related costs:Control Systems&Software$6 4 Tes

205、t&Measurement 56 AspenTech Total$6 60 Adjusted EBITA$407 699 72%Adjusted EBITA Margin23.9%26.4%2.5 ptsSoftware and Control sales were$2,646 in the first six months of 2024,an increase of$944,or 56 percent compared to the prior year,reflectingthe impact of the Test&Measurement acquisition.Underlying

206、sales were up 12 percent on 9 percent higher volume and 3 percent higher price.Underlying sales increased 9 percent in the Americas,16 percent in Europe and 14 percent in Asia,Middle East&Africa(China up 7 percent).Control Systems&Software sales increased$133,or 11 percent,reflecting global strength

207、 in process end markets while power end marketswere up strong in the Americas and Europe.Test&Measurement sales were$749 in the first six months of 2024,reflecting the acquisition.AspenTech sales increased$62,or 13 percent,reflecting higher license,maintenance and services revenue.Earnings for Softw

208、are and Controldecreased$47,down 32 percent,and margin decreased 4.8 percentage points,reflecting the impact from$280 of incremental intangiblesamortization related to the Test&Measurement acquisition.Adjusted EBITA margin increased 2.5 percentage points,reflecting leverage onhigher sales and higher

209、 price.30FINANCIAL CONDITIONKey elements of the Companys financial condition as of and for the six months ended March 31,2024 as compared to the year endedSeptember 30,2023 and the six months ended March 31,2023 follow.Mar 31,2023Sept 30,2023Mar 31,2024Operating working capital$1,140$1,283$2,182 Cur

210、rent ratio1.2 2.7 1.2 Total debt-to-total capital47.1%28.3%34.0%Net debt-to-net capital41.6%0.5%28.8%Interest coverage ratio8.6 X11.5 X5.5 XOperating working capital increased due to the acquisition of NI and changes in accrued expenses.As of March 31,2024,Emersons cash andequivalents totaled$2,318,

211、which included approximately$180 attributable to AspenTech.The cash held by AspenTech is intended to be usedfor its own purposes and is not available to return to Emerson shareholders.The current ratio decreased compared to September 30,2023,reflecting the decrease in cash and increase in short-term

212、 borrowings used tosupport the NI acquisition.The interest coverage ratio(earnings before income taxes plus interest expense,divided by interest expense)of 5.5Xfor the first six months of fiscal 2024 compares to 8.6X for the six months ended March 31,2023,reflecting lower GAAP pretax earnings largel

213、ydue to the NI acquisition.Excluding the impact from acquisition-related inventory step-up amortization of$231,higher intangibles amortization of$310,acquisition/divestiture fees and related costs of$154,higher restructuring and related costs of$79,the loss of$95 on the Copeland equitymethod investm

214、ent and the gain on subordinated interest of$79,the interest coverage ratio was 10.1X.Operating cash flow from continuing operations for the first six months of fiscal 2024 was$1,201,an increase of$324 compared with$877 in theprior year,reflecting higher earnings(excluding the impact of items relate

215、d to the NI acquisition).Acquisition-related costs and integrationactivities negatively impacted operating cash flow in the current year by approximately$170.AspenTech generated operating cash flow ofapproximately$170 compared to approximately$180 in the prior year.Free cash flow from continuing ope

216、rations of$1,042 in the first six monthsof fiscal 2024(operating cash flow of$1,201 less capital expenditures of$159)increased$286 compared to free cash flow of$756 in 2023(operating cash flow of$877 less capital expenditures of$121),reflecting the increase in operating cash flow,partially offset by

217、 higher capitalexpenditures.Cash used in investing activities from continuing operations was$8,490,reflecting the acquisition of NI.Cash provided byfinancing activities from continuing operations was$1,613,reflecting an increase in short-term borrowings of$2,464,partially offset by sharerepurchases

218、and dividends.Total cash provided by operating activities was$1,158 including the impact of discontinued operations,and increased$672 compared with$486in the prior year.Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic obj

219、ectives and hasbeen successful in efficiently deploying cash where needed worldwide to fund operations,complete acquisitions and sustain long-term growth.Emerson is in a strong financial position,with total assets of$46 billion and common stockholders equity of$21 billion,and has the resourcesavaila

220、ble for reinvestment in existing businesses,strategic acquisitions and managing its capital structure on a short-and long-term basis.31FISCAL 2024 OUTLOOKFor the full year,consolidated net sales from continuing operations are expected to be up 15 percent to 16 percent,with underlying sales up 5.5per

221、cent to 6.5 percent excluding a 10 percent impact from the NI acquisition and a 0.5 percent unfavorable impact from foreign currency.Earnings per share from continuing operations are expected to be$2.98 to$3.08,while adjusted earnings per share from continuing operationsare expected to be$5.40 to$5.

222、50(see the following reconciliation).Outlook for Fiscal 2024 Earnings Per Share2024Diluted earnings from continuing operations per share$2.98-$3.08 Amortization of intangibles 1.43 Restructuring and related costs 0.32 Loss on Copeland equity method investment 0.19 Amortization of acquisition-related

223、 inventory step-up0.38 Acquisition/divestiture fees and related costs 0.23 Divestiture loss/(gain),net(0.03)Discrete tax benefits(0.10)Adjusted diluted earnings from continuing operations per share$5.40-$5.50Operating cash flow from continuing operations is expected to be approximately$3.1 billion a

224、nd free cash flow from continuing operations,whichexcludes projected capital spending of approximately$0.4 billion,is expected to be approximately$2.7 billion.The fiscal 2024 outlook assumesapproximately$500 million returned to shareholders through share repurchases and approximately$1.2 billion of

225、dividend payments.Statements in this report that are not strictly historical may be forward-looking statements,which involve risks and uncertainties,and Emersonundertakes no obligation to update any such statements to reflect later developments.These risks and uncertainties include the scope,duratio

226、nand ultimate impacts of the Russia-Ukraine and other global conflicts,as well as economic and currency conditions,market demand,pricing,protection of intellectual property,cybersecurity,tariffs,competitive and technological factors,and inflation,among others,which are set forth inthe“Risk Factors”o

227、f Part I,Item 1A,and the Safe Harbor Statement of Part II,Item 7,to the Companys Annual Report on Form 10-K for theyear ended September 30,2023 and in subsequent reports filed with the SEC,which are hereby incorporated by reference.Item 4.Controls and Procedures The Company maintains a system of dis

228、closure controls and procedures designed to ensure that information required to be disclosed in itsreports under the Securities Exchange Act of 1934 is recorded,processed,summarized and reported in a timely manner.This system also isdesigned to ensure information is accumulated and communicated to m

229、anagement,including the Companys certifying officers,to allow timelydecisions regarding required disclosure.Based on an evaluation performed,the certifying officers have concluded that the disclosure controlsand procedures were effective as of the end of the period covered by this report.Notwithstan

230、ding the foregoing,there can be no assurance that the Companys disclosure controls and procedures will detect or uncover allfailures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in theCompanys reports.There was no c

231、hange in the Companys internal control over financial reporting during the period covered by this report that has materiallyaffected,or is reasonably likely to materially affect,the Companys internal control over financial reporting.32PART II.OTHER INFORMATIONItem 2.Unregistered Sales of Equity Secu

232、rities and Use of ProceedsNeither the Company nor any“affiliated purchaser”repurchased any shares of Company common stock during the three-month period endedMarch 31,2024.In March 2020,the Board of Directors authorized the purchase of 60 million shares and a total of approximately 31.4 sharesremain

233、available for purchase under the authorization.Item 5.Other InformationDuring the three-month period ended March 31,2024,none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangementor non-Rule 10b5-1 trading arrangement.Item 6.Exhibits(a)Exhibits(Listed by numbers corres

234、ponding to the Exhibit Table of Item 601 in Regulation S-K).10.1 Emerson Electric Co.2024 Equity Incentive Plan,incorporated by reference to the Emerson Electric Co.2024 Proxy Statementdated December 8,2023,File No.1-278,Appendix C.31 Certifications pursuant to Exchange Act Rule 13a-14(a).32 Certifi

235、cations pursuant to Exchange Act Rule 13a-14(b)and 18 U.S.C.Section 1350.101 Attached as Exhibit 101 to this report are the following documents formatted in iXBRL(Inline Extensible Business ReportingLanguage):(i)Consolidated Statements of Earnings for the three and six months ended March 31,2024 and

236、 2023,(ii)ConsolidatedStatements of Comprehensive Income for the three and six months ended March 31,2024 and 2023,(iii)Consolidated BalanceSheets as of September 30,2023 and March 31,2024,(iv)Consolidated Statements of Equity for the three and six months endedMarch 31,2024 and 2023,(v)Consolidated

237、Statements of Cash Flows for the six months ended March 31,2024 and 2023,and(vi)Notes to Consolidated Financial Statements for the three and six months ended March 31,2024 and 2023.104 Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101).33SIGNATUREPursuant to the

238、requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.EMERSON ELECTRIC CO.By/s/M.J.Baughman M.J.Baughman Executive Vice President,Chief Financial Officer and Chief Accounting Officer (on b

239、ehalf of the registrant and as Chief Financial Officer)May 8,202434Exhibit 31CertificationI,S.L.Karsanbhai,certify that:1.I have reviewed this quarterly report on Form 10-Q of Emerson Electric Co.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to

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

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

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

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

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

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

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

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

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

249、ther employees who have a significant role in the registrants internalcontrol over financial reporting./s/S.L.KarsanbhaiS.L.KarsanbhaiPresident andChief Executive OfficerEmerson Electric Co.May 8,2024CertificationI,M.J.Baughman,certify that:1.I have reviewed this quarterly report on Form 10-Q of Eme

250、rson Electric Co.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made,in light of the circumstances under which such statements were made,not misleading with respect to the periodcovered by

251、 this report;3.Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all material respectsthe financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in this report;4.The registr

252、ants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as definedin Exchange Act Rules 13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f)and15d-15(f)for the registrant and hav

253、e:a)Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is made known to us by others within thoseentities,partic

254、ularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under oursupervision,to provide reasonable assurance regarding the reliability of financial reporting and

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

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

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

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

259、d,process,summarize and report financial information;and b)Any fraud,whether or not material,that involves management or other employees who have a significant role in the registrants internalcontrol over financial reporting./s/M.J.BaughmanM.J.BaughmanExecutive Vice President,Chief Financial Officer

260、 andChief Accounting OfficerEmerson Electric Co.May 8,2024Exhibit 32CERTIFICATION PURSUANT TOEXCHANGE ACT RULE 13a-14(b)AND18 U.S.C.SECTION 1350In connection with the Quarterly Report of Emerson Electric Co.(the Company)on Form 10-Q for the period ended March 31,2024,as filedwith the Securities and

261、Exchange Commission on the date hereof(the Report),I,S.L.Karsanbhai,certify,to the best of my knowledge,pursuant to Exchange Act Rule 13a-14(b)and 18 U.S.C.Section 1350,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934;and(2)The in

262、formation contained in the Report fairly presents,in all material respects,the financial condition and results ofoperations of the Company./s/S.L.KarsanbhaiS.L.KarsanbhaiPresident andChief Executive OfficerEmerson Electric Co.May 8,2024CERTIFICATION PURSUANT TOEXCHANGE ACT RULE 13a-14(b)AND18 U.S.C.

263、SECTION 1350In connection with the Quarterly Report of Emerson Electric Co.(the Company)on Form 10-Q for the period ended March 31,2024,as filedwith the Securities and Exchange Commission on the date hereof(the Report),I,M.J.Baughman,certify,to the best of my knowledge,pursuant to Exchange Act Rule

264、13a-14(b)and 18 U.S.C.Section 1350,that:(1)The Report fully complies with the requirements of Section 13(a)or 15(d)of the Securities Exchange Act of 1934;and(2)The information contained in the Report fairly presents,in all material respects,the financial condition and results ofoperations of the Company./s/M.J.BaughmanM.J.BaughmanExecutive Vice President,Chief Financial Officer andChief Accounting OfficerEmerson Electric Co.May 8,2024