Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Company's consolidated financial statements and accompanying notes and the report thereon of KPMG LLP (PCAOB ID 185) that follow.

Consolidated Statements of Earnings

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30

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


	2022		2023	2024

Net sales	$	13,804	15,165	17,492

Cost of sales	7,498		7,738	8,607
Selling, general and administrative expenses	3,614		4,186	5,142
Gain on subordinated interest	(453)		(161)	(79)
Loss on Copeland note receivable	—		—	279
Other deductions, net	519		506	1,434
Interest expense, net of interest income of: 2022, $34; 2023, $227; 2024, $148	194		34	175
Interest income from related party	—		(41)	(86)
Earnings from continuing operations before income taxes	2,432		2,903	2,020
Income taxes	549		642	415
Earnings from continuing operations	1,883		2,261	1,605
Discontinued operations, net of tax of $306, $2,969 and $85, respectively	1,347		10,939	350
Net earnings	3,230		13,200	1,955
Less: Noncontrolling interests in earnings of subsidiaries	(1)		(19)	(13)
Net earnings common stockholders	$	3,231	13,219	1,968

Earnings common stockholders:
Earnings from continuing operations	$	1,886	2,286	1,618
Discontinued operations	1,345		10,933	350
Net earnings common stockholders	$	3,231	13,219	1,968

Basic earnings per share common stockholders:
Earnings from continuing operations	$	3.17	3.98	2.83
Discontinued operations	2.27		19.02	0.61
Basic earnings per common share	$	5.44	23.00	3.44

Diluted earnings per share common stockholders:
Earnings from continuing operations	$	3.16	3.96	2.82
Discontinued operations	2.25		18.92	0.61
Diluted earnings per common share	$	5.41	22.88	3.43

Weighted average outstanding shares:
Basic	592.9		574.2	571.3
Diluted	596.3		577.3	574.0

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30

(Dollars in millions)


	2022		2023	2024
Net earnings	$	3,230	13,200	1,955

Other comprehensive income (loss), net of tax:
Foreign currency translation	(644)		254	400
Pension and postretirement	37		(25)	2
Cash flow hedges	(14)		4	(13)
Total other comprehensive income (loss)	(621)		233	389

Comprehensive income	2,609		13,433	2,344

Less: Noncontrolling interests in comprehensive income of subsidiaries	(9)		(18)	(9)
Comprehensive income common stockholders	$	2,618	13,451	2,353

See accompanying Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30 (Dollars and shares in millions, except per share amounts)


	2023		2024
ASSETS
Current assets
Cash and equivalents	$	8,051	3,588
Receivables, less allowances of $100 in 2023 and $121 in 2024	2,518		2,927
Inventories	2,006		2,180
Other current assets	1,244		1,497

Total current assets	13,819		10,192

Property, plant and equipment, net	2,363		2,807

Other assets
Goodwill	14,480		18,067
Other intangible assets	6,263		10,436
Copeland note receivable and equity investment held-for-sale	3,255		—
Other	2,566		2,744
Total other assets	26,564		31,247
Total assets	$	42,746	44,246

LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current maturities of long-term debt	$	547	532
Accounts payable	1,275		1,335
Accrued expenses	3,210		3,875

Total current liabilities	5,032		5,742

Long-term debt	7,610		7,155

Other liabilities	3,506		3,840



Equity
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 572.0 shares in 2023; 570.2 shares in 2024	477		477
Additional paid-in-capital	62		169
Retained earnings	40,070		40,830
Accumulated other comprehensive income (loss)	(1,253)		(868)
Cost of common stock in treasury, 381.4 shares in 2023; 383.2 shares in 2024	(18,667)		(18,972)
Common stockholders’ equity	20,689		21,636
Noncontrolling interests in subsidiaries	5,909		5,873
Total equity	26,598		27,509
Total liabilities and equity	$	42,746	44,246

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Equity

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30

(Dollars in millions, except per share amounts)


	2022		2023	2024

Common stock	$	477	477	477

Additional paid-in-capital
Beginning balance	522		57	62
Stock plans	85		127	226
AspenTech purchases of common stock	—		(122)	(119)
AspenTech acquisition	(550)		—	—
Ending balance	57		62	169

Retained earnings
Beginning balance	26,047		28,053	40,070
Net earnings common stockholders	3,231		13,219	1,968
Dividends paid (per share: 2022, $2.06; 2023, $2.08; 2024, $2.10)	(1,225)		(1,202)	(1,208)
Ending balance	28,053		40,070	40,830

Accumulated other comprehensive income (loss)
Beginning balance	(872)		(1,485)	(1,253)
Foreign currency translation	(636)		253	396
Pension and postretirement	37		(25)	2
Cash flow hedges	(14)		4	(13)
Ending balance	(1,485)		(1,253)	(868)

Treasury stock
Beginning balance	(16,291)		(16,738)	(18,667)
Purchases	(500)		(2,000)	(435)
Issued under Emerson stock plans	53		71	130
Ending balance	(16,738)		(18,667)	(18,972)

Common stockholders' equity	10,364		20,689	21,636

Noncontrolling interests in subsidiaries
Beginning balance	40		5,952	5,909
Net earnings	(1)		(19)	(13)
Stock plans	35		94	64
AspenTech purchases of common stock	—		(92)	(89)
Other comprehensive income	(8)		1	4
Dividends paid	(4)		(1)	(2)
AspenTech acquisition	5,890		—	—
Purchase of noncontrolling interests	—		3	—
Climate Technologies divestiture	—		(29)	—
Ending balance	5,952		5,909	5,873

Total equity	$	16,316	26,598	27,509

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30 (Dollars in millions)


	2022		2023	2024
Operating activities
Net earnings	$	3,230	13,200	1,955
Earnings from discontinued operations, net of tax	(1,347)		(10,939)	(350)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	842		1,051	1,689
Stock compensation	125		250	260
Amortization of acquisition-related inventory step-up	—		—	231
Pension expense (income)	2		(71)	(79)
Pension funding	(43)		(43)	(38)
Gain on subordinated interest	(453)		(161)	(79)
Loss on Copeland note receivable	—		—	279
Changes in operating working capital	(312)		(148)	(151)
Other, net	4		(429)	(400)
Cash from continuing operations	2,048		2,710	3,317
Cash from discontinued operations	874		(2,073)	15
Cash provided by operating activities	2,922		637	3,332

Investing activities
Capital expenditures	(299)		(363)	(419)
Purchases of businesses, net of cash and equivalents acquired	(5,702)		(705)	(8,342)
Divestitures of businesses	17		—	—
Proceeds from subordinated interest	438		176	79
Proceeds from related party note receivable	—		918	—
Other, net	(138)		(141)	(114)
Cash from continuing operations	(5,684)		(115)	(8,796)
Cash from discontinued operations	350		12,530	3,436
Cash provided by (used in) investing activities	(5,334)		12,415	(5,360)

Financing activities
Net increase (decrease) in short-term borrowings	1,241		(1,578)	(15)
Proceeds from short-term borrowings greater than three months	1,162		395	322
Payments of short-term borrowings greater than three months	(1,165)		(400)	(327)
Proceeds from long-term debt	2,975		—	—
Payments of long-term debt	(522)		(741)	(547)
Dividends paid	(1,223)		(1,198)	(1,201)
Purchases of common stock	(500)		(2,000)	(435)
AspenTech purchases of common stock	—		(214)	(208)
Payment of related party note payable	—		(918)	—
Other, net	80		(169)	(44)
Cash provided by (used in) financing activities	2,048		(6,823)	(2,455)

Effect of exchange rate changes on cash and equivalents	(186)		18	20
Increase (Decrease) in cash and equivalents	(550)		6,247	(4,463)
Beginning cash and equivalents	2,354		1,804	8,051
Ending cash and equivalents	$	1,804	8,051	3,588

Changes in operating working capital
Receivables	$	(143)	(191)	(99)
Inventories	(334)		(160)	122
Other current assets	(56)		(1)	(149)
Accounts payable	147		(17)	(16)
Accrued expenses	74		221	(9)
Total changes in operating working capital	$	(312)	(148)	(151)

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

EMERSON ELECTRIC CO. & SUBSIDIARIES

Years ended September 30

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

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Presentation

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024. As a result of these transactions, the equity interest and note receivable are reported as held-for-sale in the prior year, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented, and cash flows related to U.S. tax distributions have been reclassified to operating cash flows from discontinued operations (see Notes 5 and 8).

In 2024, the Company adopted ASU No. 2022-04 (Subtopic 405-50), Liabilities - Supplier Finance Programs, which requires disclosures about the use of supplier finance programs. This standard has no impact on the accounting for supplier finance programs and did not materially impact the Company's disclosures.

In 2023, the Company adopted ASU No. 2021-10 (Topic 832), Government Assistance, which requires annual disclosures about certain types of government assistance received. This standard has no impact on the accounting for government assistance and did not materially impact the Company's disclosures.

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

Updates to Accounting Standards Codification ("ASC") 805, Business Combinations, which clarify the accounting for contract assets and liabilities assumed in a business combination. In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805.
Updates to ASC 740, Income Taxes, which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income based tax. These updates also make certain changes to intra-period tax allocation principles and interim tax calculations.
Updates to ASC 321, Equity Securities, ASC 323 Investments - Equity Method and Joint Ventures, and ASC 815, Derivatives and Hedging, which clarify how to account for the transition into and out of the equity method of accounting when evaluating observable transactions.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. Investments of 20 percent to 50 percent of the voting shares of other entities are accounted for by the equity method. Investments in publicly traded companies of less than 20 percent are carried at fair value, with changes in fair value reflected in earnings. Investments in nonpublicly traded companies of less than 20 percent are carried at cost, minus impairment, and adjusted for observable price changes in orderly transactions.

Foreign Currency Translation

The functional currency for most of the Company's non-U.S. subsidiaries is the local currency. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive income.

Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less.

Inventories

Inventories are stated at the lower of cost and net realizable value. The majority of inventory is valued based on standard costs, which are revised at the beginning of each year and approximate average costs, while the remainder is principally valued on a first-in, first-out basis. Following are the components of inventory as of September 30:


	2023		2024
Finished products	$	446	512
Raw materials and work in process	1,560		1,668
Total inventories	$	2,006	2,180

Fair Value Measurement

ASC 820, Fair Value Measurement, establishes a formal hierarchy and framework for measuring certain financial statement items at fair value, and requires disclosures about fair value measurements and the reliability of valuation inputs. Under ASC 820, measurement assumes the transaction to sell an asset or transfer a liability occurs in the principal or at least the most advantageous market for that asset or liability. Within the hierarchy, Level 1 instruments use observable market prices for an identical item in active markets and have the most reliable valuations. Level 2 instruments are valued through broker/dealer quotation or other approaches using market-observable inputs for similar items in active markets, including forward and spot prices, interest rates and volatilities. Level 3 instruments are valued using inputs not observable in an active market, such as company-developed future cash flow estimates, and are considered the least reliable. Valuations for all of the Company's financial instruments fall within Level 2. The fair value of the Company's long-term debt is Level 2, estimated using current interest rates and pricing from financial institutions and other market sources for debt with similar maturities and characteristics.

Property, Plant and Equipment

The Company records investments in land, buildings, and machinery and equipment at cost. Depreciation is computed principally using the straight-line method over estimated service lives, which for principal assets are 30 to 40 years for buildings and 8 to 12 years for machinery and equipment. Long-lived tangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of estimated future undiscounted cash flows of the related assets is less than the carrying values.

The components of property, plant and equipment as of September 30 follow:


	2023		2024
Land	$	255	278
Buildings	1,758		2,048
Machinery and equipment	3,228		3,538
Construction in progress	283		321
Property, plant and equipment, at cost	5,524		6,185
Less: Accumulated depreciation	3,161		3,378
Property, plant and equipment, net	$	2,363	2,807

Goodwill and Other Intangible Assets

Assets and liabilities acquired in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Substantially all goodwill is assigned to the reporting unit that acquires a business. A reporting unit is an operating segment as defined in ASC 280, Segment Reporting, or a business one level below an operating segment if discrete financial information for that business unit is prepared and regularly reviewed by the segment manager. The Company conducts annual impairment tests of goodwill in the fourth quarter. If an initial assessment indicates it is more likely than not goodwill might be impaired, it is evaluated by comparing the reporting unit's estimated fair value to its carrying value. An impairment charge would be recorded for the amount by which the carrying value of the reporting unit exceeds the estimated fair value. Goodwill is also tested for impairment between annual tests if events or circumstances indicate the fair value of a unit may be less than its carrying value. Estimated fair values of reporting units are Level 3 measures and are developed generally

under an income approach that discounts estimated future cash flows using risk-adjusted interest rates, as well as earnings multiples or other techniques as warranted. Fair values are subject to changes in underlying economic conditions.

With the exception of certain trade names, all of the Company's identifiable intangible assets are subject to amortization on a straight-line basis over their estimated useful lives. Identifiable intangibles consist of intellectual property such as technology, patents and trademarks, customer relationships and capitalized software. Identifiable intangibles are also subject to evaluation for potential impairment if events or circumstances indicate the carrying amount may not be recoverable. See Note 10.

Leases

The Company leases offices; manufacturing facilities and equipment; and transportation, information technology and office equipment under operating lease arrangements. Finance lease arrangements are immaterial. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded as short-term lease expense. The discount rate used to calculate present value is the Company's incremental borrowing rate based on the lease term and the economic environment of the applicable country or region.

Certain leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is reasonably certain they will be exercised. The Company has elected to account for lease and non-lease components as a single lease component for its offices and manufacturing facilities. Some lease arrangements include payments that are adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease. The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense. The Company's leases typically do not contain material residual value guarantees or restrictive covenants.

Product Warranty

Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties are largely offered to provide assurance that the product will function as intended and generally extend for a period of one to two years from the date of sale or installation. Provisions for warranty expense are estimated at the time of sale based on historical experience and adjusted quarterly for any known issues that may arise. Product warranty expense is less than one-half of one percent of sales.

Revenue Recognition

Emerson is a global manufacturer that designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions for its customers. The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment. The majority of the Company's revenues relate to a broad offering of manufactured products and software which are recognized at the point in time when control transfers, generally in accordance with shipping terms, or the first day of the contractual term for software. A portion of the Company's revenues relate to the sale of post-contract customer support, parts and labor for repairs, and engineering services. In some circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer.

Revenue is recognized over time for approximately 10 percent of the Company's revenues. These revenues primarily relate to projects in the Control Systems & Software segment where revenue is recognized using the percentage-of-completion method to reflect the transfer of control over time, and software maintenance contracts in the Software and Control business group where revenue is typically recognized on a straight-line basis. Approximately 15 percent of revenues relate to sales arrangements with multiple performance obligations, principally in the Software and Control business group. Tangible products represent a large majority of the delivered

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

For projects where revenue is recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred. The Company believes costs incurred closely correspond with its performance under the contract and the transfer of control to the customer. For software maintenance contracts, revenue is recognized ratably over the maintenance term.

In sales arrangements that involve multiple performance obligations, revenue is allocated based on the relative standalone selling price for each performance obligation. Observable selling prices from actual transactions are used whenever possible. In other instances, the Company determines the standalone selling price based on third-party pricing or management's best estimate. Generally, contract duration is short-term, and cancellation, termination or refund provisions apply only in the event of contract breach and are rarely invoked.

Payment terms vary but are generally short-term in nature. The Company's long-term contracts, where revenue is generally recognized over time, are typically billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. The timing of revenue recognition and billings under these contracts results in either unbilled receivables (contract assets) when revenue recognized exceeds billings, or customer advances (contract liabilities) when billings exceed revenue recognized. Unbilled receivables are reclassified to accounts receivable when an unconditional right to consideration exists, typically when a milestone in the contract is achieved. The Company does not evaluate whether the transaction price includes a significant financing component for contracts where the time between cash collection and performance is less than one year.

Certain arrangements with customers include variable consideration, typically in the form of rebates, cash discounts or penalties. In limited circumstances, the Company sells products with a general right of return. In most instances, returns are limited to product quality issues. The Company records a reduction to revenue at the time of sale to reflect the ultimate amount of consideration it expects to receive. The Company's estimates are updated quarterly based on historical experience, trend analysis, and expected market conditions. Variable consideration is typically not constrained at the time revenue is recognized. See Notes 2 and 20 for additional information about the Company's revenues.

Derivatives and Hedging

In the normal course of business, the Company is exposed to changes in interest rates and foreign currency exchange rates due to its worldwide presence and diverse business profile. The Company's foreign currency exposures relate to transactions denominated in currencies that differ from the functional currencies of its business units, primarily in euros, Mexican pesos, and Chinese yuan. As part of the Company's risk management strategy, derivative instruments are selectively used in an effort to minimize the impact of these exposures. Foreign exchange forwards and options are utilized to hedge foreign currency exposures impacting sales or cost of sales transactions, firm commitments and the fair value of assets and liabilities. Non-U.S. dollar obligations are utilized to reduce foreign currency risk associated with the Company's net investments in foreign operations. All derivatives are associated with specific underlying exposures and the Company does not hold derivatives for trading or speculative purposes. The duration of hedge positions is generally two years or less, except for the Company's net investment hedges.

All derivatives are accounted for under ASC 815, Derivatives and Hedging, and recognized at fair value. For derivatives hedging variability in future cash flows, any gain or loss is deferred in stockholders' equity and recognized when the underlying hedged transaction impacts earnings. The majority of the Company's derivatives that are designated as hedges and qualify for hedge accounting are cash flow hedges. For derivatives hedging the fair value of existing assets or liabilities, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in earnings each period. Currency fluctuations on non-U.S. dollar obligations that have been designated as hedges of net investments in foreign operations are recognized in accumulated other comprehensive income (loss) and reclassified to income in the same period when a foreign operation is sold or substantially liquidated and the gain or loss related to the sale is included in income. To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, there could be a net earnings impact.

The Company also uses derivatives to hedge economic exposures that do not receive hedge accounting under ASC 815. The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency-denominated assets and liabilities. In addition, in 2022 AspenTech entered into foreign currency forward contracts to

mitigate the impact of foreign currency exchange associated with the Micromine purchase price. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts and on August 1, 2023, announced the termination of the agreement to purchase Micromine. Gains or losses on derivative instruments not designated as hedges are recognized in the income statement immediately.

Counterparties to derivative arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below pre-established levels, counterparties can require immediate full collateralization on all derivatives in net liability positions. The maximum amount that could potentially have been required was immaterial. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. No collateral was posted with counterparties and none was held by the Company at year end. Risk from credit loss when derivatives are in asset positions is not considered material. The Company has master netting arrangements in place with its counterparties that allow the offsetting of certain derivative-related amounts receivable and payable when settlement occurs in the same period. Accordingly, counterparty balances are netted in the consolidated balance sheet and are reported in other current assets or accrued expenses as appropriate, depending on positions with counterparties as of the balance sheet date. See Note 11.

Income Taxes

The provision for income taxes is based on pretax income reported in the consolidated statements of earnings and tax rates currently enacted in each jurisdiction. Certain income and expense items are recognized in different time periods for financial reporting and income tax filing purposes, and deferred income taxes are provided for the effect of temporary differences. The Tax Cuts and Jobs Act subjects the Company to U.S. tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries. The Company has elected to recognize this tax as a period expense when it is incurred. The Company also provides for withholding taxes and any applicable U.S. income taxes on earnings intended to be repatriated from non-U.S. locations. No provision has been made for these taxes on approximately $6.3 billion of undistributed earnings of non-U.S. subsidiaries as of September 30, 2024, as these earnings are considered indefinitely invested or otherwise retained for continuing international operations. Recognition of withholding taxes and any applicable U.S. income taxes on undistributed non-U.S. earnings would be triggered by a management decision to repatriate those earnings. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. See Note 16.

(2) REVENUE RECOGNITION

The following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other assets (current and noncurrent), and its customer advances (contract liabilities), which are reported in Accrued expenses and Other liabilities.


	2023		2024
Unbilled receivables (contract assets)	$	1,453	1,599
Customer advances (contract liabilities)	(897)		(1,115)
Net contract assets	$	556	484

The majority of the Company's contract balances relate to (1) arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule, and (2) revenue from term software license arrangements sold by AspenTech where the license revenue is recognized upfront upon delivery. The decrease in net contract assets was primarily due to the acquisition of National Instruments, which increased contract liabilities by approximately $150, while customer billings slightly exceeded revenue recognized for performance completed during the period. Revenue recognized for 2024 included approximately $635 that was included in the beginning contract liability balance. Other factors that impacted the change in net contract liabilities were immaterial.

Revenue recognized for 2024 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material. Capitalized amounts related to incremental costs to obtain customer contracts and costs to fulfill contracts are immaterial.

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

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

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

(3) WEIGHTED-AVERAGE COMMON SHARES

Basic earnings per common share consider only the weighted-average of common shares outstanding while diluted earnings per common share, which are calculated using the two-class method, also consider the dilutive effects of stock options and incentive shares. An inconsequential number of shares of common stock were excluded from the computation of dilutive earnings per share in 2024, 2023 and 2022 as the effect would have been antidilutive. Earnings allocated to participating securities were inconsequential for all years presented.

Reconciliations of weighted-average shares for basic and diluted earnings per common share follow (shares in millions):


	2022	2023	2024
Basic shares outstanding	592.9	574.2	571.3
Dilutive shares	3.4	3.1	2.7
Diluted shares outstanding	596.3	577.3	574.0

(4) ACQUISITIONS AND DIVESTITURES

National Instruments

On October 11, 2023, the Company completed the acquisition of National Instruments Corporation (“NI”). NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 for the 12 months ended September 30, 2023. NI is now referred to as Test & Measurement and reported as a new segment in the Software and Control business group, see Note 20.

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


Cash paid to acquire remaining NI shares not already owned by Emerson	$	7,833
Payoff of NI debt at closing	634
Total consideration paid in cash at closing	8,467
Fair value of NI shares already owned by Emerson prior to acquisition	137
Value of stock-based compensation awards attributable to pre-combination service	49
Total purchase consideration	$	8,653

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


Cash and equivalents	$	135
Receivables	309
Inventory	490
Other current assets	140
Property, plant and equipment	328
Goodwill ($121 expected to be tax-deductible)	3,442
Other intangible assets	5,275
Other assets	105
Total assets	10,224

Accounts payable	52
Accrued expenses	315
Deferred taxes and other liabilities	1,204
Total purchase consideration	$	8,653

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


	Amount		Estimated Weighted Average Life (Years)
Developed technology	$	1,570	9
Customer relationships	3,360		15
Trade names	210		9
Backlog	135		1
Total	$	5,275

Results of operations for the year ended September 30, 2024 attributable to the NI acquisition include sales of $1,464 and a net loss of $537. The net loss included the impact of inventory step-up amortization, intangibles amortization, retention bonuses, stock compensation expense and restructuring.

Pro Forma Financial Information

The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of NI occurred on October 1, 2022. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts).


	2023	2024
Net Sales	16,858	17,511
Net earnings from continuing operations common stockholders	1,508	1,982
Diluted earnings per share from continuing operations	2.61	3.45

Pro forma Net sales for the year ended September 30, 2023 include $1,693 attributable to NI.

The pro forma results for the year ended September 30, 2023 include transaction costs of $198 which were assumed to be incurred in the first quarter of fiscal 2023. These transaction costs include $88 incurred by NI prior to the completion of the transaction and $110 incurred by Emerson in periods subsequent to the first quarter of fiscal 2023. The pro forma results for the year ended September 30, 2023 also include $424 of ongoing intangibles amortization, backlog amortization of $136, inventory step-up amortization of $213, and retention bonuses of $55, and exclude the mark-to-market gain of $56 recognized on the equity investment in National Instruments Corporation (see Note 6).

Aspen Technology

On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc. ("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”), along with approximately $6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (defined as "AspenTech" herein). Upon closing of the transaction, Emerson beneficially owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis) and former Heritage AspenTech stockholders owned the remaining outstanding shares of AspenTech common stock. AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”

The business combination has been accounted for using the acquisition method of accounting with Emerson considered the accounting acquirer of Heritage AspenTech. The net assets of Heritage AspenTech were recorded at their estimated fair value and the Emerson Industrial Software Business continues at its historical basis. The Company recorded a noncontrolling interest of $5.9 billion for the 45 percent ownership interest of former Heritage AspenTech stockholders in AspenTech. The noncontrolling interest associated with the Heritage AspenTech acquired net assets was recorded at fair value determined using the closing market price per share of Heritage AspenTech as of May 16, 2022, while the portion attributable to the Emerson Industrial Software business was recorded at its historical carrying amount. The impact of recognizing the noncontrolling interest in the Emerson Industrial Software Business resulted in a decrease to additional paid-in-capital of $550.

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


Heritage AspenTech shares outstanding	66,662,482
Heritage AspenTech share price	$	166.30
Purchase price	$	11,086
Value of stock-based compensation awards attributable to pre-combination service	102
Total purchase consideration	$	11,188

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


Cash and equivalents	$	274
Receivables	43
Other current assets	280
Property, plant equipment	4
Goodwill ($34 expected to be tax-deductible)	7,225
Other intangible assets	4,390
Other assets	513
Total assets	12,729

Short-term borrowings	27
Accounts payable	8
Accrued expenses	115
Long-term debt	255
Deferred taxes and other liabilities	1,136
Total purchase consideration	$	11,188

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

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


	Amount		Estimated Useful Life (Years)
Developed technology	$	1,350	10
Customer relationships	2,300		15
Trade names	430		Indefinite-lived
Backlog	310		3
Total	$	4,390

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

Pro Forma Financial Information

The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of Heritage AspenTech occurred on October 1, 2020. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts).


	2022
Net Sales	$	14,218
Net earnings from continuing operations common stockholders	$	1,916
Diluted earnings per share from continuing operations	$	3.21

The pro forma results for 2022 exclude $91 of transaction costs which were included in the Company's reported results for 2022, but were assumed to be incurred in the first quarter of 2021. The pro forma results for 2022 include additional interest expense of $56 related to the issuance of $3.0 billion of term debt and increased commercial paper borrowings to fund the acquisition, which assumes such borrowings were outstanding for the entire year.

Other Transactions

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

In 2023, the Company acquired two businesses, Flexim, which is reported in the Measurement & Analytical segment, and Afag, which is reported in the Discrete Automation segment, for $715, net of cash acquired. The Company recognized goodwill of $424 (none of which is expected to be tax deductible) and other identifiable intangible assets of $323, primarily customer relationships and intellectual property with a weighted-average useful life of approximately 9 years.

On July 27, 2022, AspenTech entered into an agreement to acquire Micromine, a global leader in design and operational solutions for the mining industry, for AU $900 (approximately $623 USD based on exchange rates when the transaction was announced). On August 1, 2023, AspenTech announced the termination of the agreement to purchase Micromine. AspenTech, along with the sellers of Micromine, had been waiting to secure a final Russian regulatory approval as a condition to the closing of the transaction. As this process continued, the timing and requirements necessary to get this approval became increasingly unclear. This lack of clarity on the potential for, and timing of, a successful review led AspenTech and the sellers of Micromine to this mutual course of action. AspenTech did not pay any termination fee as part of this arrangement.

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

related to its exit of business operations in Russia. The Company had previously announced its intention to exit business operations in 2022 and recognized a pretax loss of $181 ($190 after-tax, in total $0.32 per share). This charge included a loss of $36 in operations and $145 reported in Other deductions ($10 of which is reported in restructuring costs) and was primarily non-cash. Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales.

In 2022, the Company acquired three other businesses, two in the Control Systems & Software segment and one in the AspenTech segment, for $130, net of cash acquired. The three businesses had combined annual sales of approximately $40.

In the first quarter of 2022, the Company received a distribution of $438 related to its subordinated interest in Vertiv (in total, a pretax gain of $453 was recognized in the first quarter of 2022, $358 after-tax, $0.60 per share) and received the remaining $15 related to the pretax gain in the first quarter of 2023. In 2023, the Company received additional distributions totaling $161 ($122 after-tax, $0.21 per share) and in 2024, received its final distribution of $79 ($60 after-tax, $0.10 per share).

(5) DISCONTINUED OPERATIONS

On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business (which constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion (which accrues 5 percent interest payable in kind by capitalizing interest), while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture 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 HVAC and refrigeration end-markets, had 2022 net sales of approximately $5.0 billion and pretax earnings of $1.0 billion. The Company recognized a pretax gain of approximately $10.6 billion (approximately $8.4 billion after-tax including tax expense recognized in prior quarters related to subsidiary restructurings). The new standalone business is named Copeland.

On June 6, 2024, the Company entered into a definitive agreement to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion. The transaction closed on August 13, 2024 and the Company recognized a gain of $539 ($435 after-tax) in discontinued operations. In addition, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented and are included within Climate Technologies in Other deductions, net in the table below. See Note 8 for further details.

On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion. This business had net sales of $630 and pretax earnings of $152 in 2022. The Company recognized a pretax gain of approximately $2.8 billion (approximately $2.1 billion after-tax) in the first quarter of 2023.

On May 31, 2022 the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of One Rock Capital Partners, LLC. The Company recognized a pretax gain of $486 ($429 after-tax) in the third quarter of 2022.

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


	Climate Technologies				ISE and TOD			Total
	2022		2023	2024	2022	2023	2024	2022	2023	2024
Net sales	$	4,976	3,156	—	848	49	—	5,824	3,205	—
Cost of sales	3,405		2,000	—	538	29	—	3,943	2,029	—
SG&A	514		390	—	119	7	—	633	397	—
Gain on sale of business	—		(10,610)	(539)	(486)	(2,783)	—	(486)	(13,393)	(539)
Other deductions, net	55		252	104	26	12	—	81	264	104
Earnings before income taxes	1,002		11,124	435	651	2,784	—	1,653	13,908	435
Income taxes	209		2,315	85	97	654	—	306	2,969	85
Earnings, net of tax	$	793	8,809	350	554	2,130	—	1,347	10,939	350

Climate Technologies' results for 2024 included a gain on the sale of the Company's 40 percent non-controlling common equity interest in Copeland of $539 ($435 after-tax), while 2023 include lower expense of $96 due to ceasing depreciation and amortization upon the held-for-sale classification and $57 of transaction-related costs reported in Other deductions, net. Equity method losses related to the Company's 40 percent non-controlling common equity interest in Copeland were $125 and $177 for 2024 and 2023, respectively. Income taxes for 2023 included approximately $2.2 billion for the gain on the Copeland transaction and subsidiary restructurings, and approximately $660 related to the gain on the InSinkErator divestiture.

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


	Climate Technologies				ISE and TOD			Total
	2022		2023	2024	2022	2023	2024	2022	2023	2024
Cash from operating activities	$	881	(1,314)	15	(7)	(759)	—	874	(2,073)	15
Cash from investing activities	$	(202)	9,475	3,436	552	3,055	—	350	12,530	3,436

Cash from operating activities for 2023 reflects approximately $2.3 billion of income taxes paid related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Cash from investing activities for 2024 reflects the proceeds of approximately $1.5 billion related to the sale of the Company's 40 percent non-controlling common equity interest in Copeland and $1.9 billion related to the sale of the note receivable, while 2023 reflects the proceeds of approximately $9.7 billion related to the Copeland transaction and approximately $3.0 billion related to the InSinkErator divestiture.

(6) OTHER DEDUCTIONS, NET


Other deductions, net are summarized below:
	2022		2023	2024
Amortization of intangibles (intellectual property and customer relationships)	$	336	482	1,077
Restructuring costs	75		72	228
Acquisition/divestiture costs	91		69	96
Foreign currency transaction (gains) losses	12		50	105
Investment-related gains & gains from sales of capital assets	(30)		(69)	—
Russia business exit	135		47	—
Other	(100)		(145)	(72)
Total	$	519	506	1,434

Intangibles amortization for 2024 included $560 related to the NI acquisition, while 2023 included $258 related to the Heritage AspenTech acquisition compared to $97 in 2022. Foreign currency transaction losses included a mark-to-market gain of $24 in 2023 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price compared to a mark-to-market loss of $50 in 2022. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts. The Company recognized a mark-to-market gain of $56 in 2023 related to its equity investment in National Instruments Corporation (see Note 11 for further information). In 2024, Other includes a loss of $48 related to the divestiture of two small businesses (see Note 4). Other is also composed of several other items, including pension expense, litigation costs, provision for bad debt and other items, none of which is individually significant.

(7) RESTRUCTURING COSTS

Each year the Company incurs costs to size its businesses to levels appropriate for current economic conditions and to continually improve its cost structure and operational efficiency, deploy assets globally, and remain competitive on a worldwide basis. Costs result from numerous individual actions implemented across the Company's various operating units on an ongoing basis and can include costs for moving facilities to best-cost locations, restarting plants after relocation or geographic expansion to better serve local markets, reducing headcount or the number of facilities, exiting certain product lines, and other costs resulting from asset deployment decisions (such as contract termination costs, asset write-downs and vacant facility costs).

Restructuring expenses were $228, $72 and $75 for 2024, 2023 and 2022, respectively. The Company expects fiscal year 2025 restructuring and related costs to be approximately $120.

Restructuring costs by business segment follows:


	2022		2023	2024
Final Control	$	38	12	12
Measurement & Analytical	3		9	26
Discrete Automation	—		27	35
Safety & Productivity	10		—	7
Intelligent Devices	51		48	80

Control Systems & Software	11		9	11
Test & Measurement	—		—	78
AspenTech	—		1	8
Software and Control	11		10	97

Corporate	13		14	51

Total	$	75	72	228

Actions taken in 2024, 2023 and 2022 included workforce reductions of approximately 2,250, 700 and 2,150 positions and the exit of twenty-two, ten and seven production facilities and sales offices worldwide, respectively. Corporate restructuring for 2024 includes $43 of integration-related stock compensation expense attributable to NI.

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


	2023		Expense		Utilized/Paid		2024
Severance and benefits	$	85		191		171	105
Other	2			37		32	7
Total	$	87		228		203	112


	2022		Expense		Utilized/Paid		2023
Severance and benefits	$	117		42		74	85
Other	5			30		33	2
Total	$	122		72		107	87

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

(8) EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE

As discussed in Note 5, the Company completed the divestiture of a majority stake in Copeland on May 31, 2023, and received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 billion, while retaining a 40 percent non-controlling common equity interest in Copeland. As a result of the transaction, the Company deconsolidated Copeland from its financial statements, as it no longer had a controlling interest, and initially recognized its common equity investment and note receivable at fair values of $1,359 and $2,052, respectively.

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024. As a result of these transactions, the equity interest and note receivable are reported as held-for-sale in the prior year, and the gain on the sale of the Company's non-controlling common equity interest in Copeland and the historical equity method losses, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented (see Note 5).

The Company recognized non-cash interest income on the note receivable (through the date of the agreement) of $86 and $41 in 2024 and 2023, respectively, which is reported in Interest income from related party within continuing operations and capitalized to the carrying value of the note. Upon entering into the note agreement, the Company recorded a pretax loss of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price.

During the year ended September 30, 2023, the Company settled a note receivable and note payable with Copeland of $918, which is reported in Investing and Financing cash flows, respectively.

Summarized financial information for Copeland for 2024 and 2023 is presented below. Copeland's results only reflect activity subsequent to the Company's divestiture of its majority stake and through the completion of the sale of the 40 percent non-controlling common equity interest.


	2023		2024
Net sales	$	1,677	4,323
Gross profit	$	479	1,495
Income (loss) from continuing operations	$	(442)	(326)
Net income (loss)	$	(442)	(326)
Net income (loss) attributable to shareholders	$	(442)	(322)

(9) LEASES

The components of lease expense for the years ended September 30 were as follows:


	2022		2023	2024
Operating lease expense	$	160	178	208
Variable lease expense	$	18	20	24

Short-term lease expense and sublease income were immaterial for the years ended September 30, 2024, 2023 and 2022. Cash paid for operating leases is classified within operating cash flows from continuing operations and was $202, $170 and $163 for the years ended September 30, 2024, 2023 and 2022, respectively. Operating lease right-of-use asset additions were $250, $247 and $94 for the years ended September 30, 2024, 2023 and 2022, respectively.

The following table summarizes the balances of the Company's operating lease right-of-use assets and operating lease liabilities as of September 30, 2023 and 2024, the vast majority of which relates to offices and manufacturing facilities:


	2023		2024
Right-of-use assets (Other assets)	$	550	692
Current lease liabilities (Accrued expenses)	$	144	158
Noncurrent lease liabilities (Other liabilities)	$	404	511

The weighted-average remaining lease term for operating leases was 7.7 years and 6.2 years, and the weighted-average discount rate was 4.4 percent and 4.2 percent as of September 30, 2024 and September 30, 2023, respectively.

Future maturities of operating lease liabilities as of September 30, 2024 are summarized below:


	2024
2025	$	179
2026	136
2027	102
2028	75
2029	57
Thereafter	288
Total lease payments	837
Less: Interest	168
Total lease liabilities	$	669

Lease commitments that have not yet commenced were immaterial as of September 30, 2024.

(10) GOODWILL AND OTHER INTANGIBLES

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


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


Balance, September 30, 2022	$	2,616	1,170	807	364	663	—	8,326	13,946
Acquisitions	—		374	55	—	—	—	—	429
Foreign currency translation and other	44		1	30	24	5	—	1	105
Balance, September 30, 2023	2,660		1,545	892	388	668	—	8,327	14,480
Acquisitions	—		—	—	—	—	3,442	—	3,442
Foreign currency translation and other	42		31	27	16	6	21	2	145
Balance, September 30, 2024	$	2,702	1,576	919	404	674	3,463	8,329	18,067

The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow:


	Customer Relationships			Intellectual Property		Capitalized Software		Total
	2023		2024	2023	2024	2023	2024	2023	2024
Gross carrying amount	$	4,623	8,114	4,118	6,017	1,370	1,497	10,111	15,628
Less: Accumulated amortization	1,270		1,818	1,411	2,116	1,167	1,258	3,848	5,192
Net carrying amount	$	3,353	6,296	2,707	3,901	203	239	6,263	10,436

Intangible asset amortization expense for the major classes included above for 2024, 2023 and 2022 was $1,366, $764 and $530, respectively. Based on intangible asset balances as of September 30, 2024, amortization expense is expected to approximate $1,168 in 2025, $1,065 in 2026, $1,030 in 2027, $988 in 2028 and $949 in 2029. The increase in goodwill and intangible assets in 2024 reflects the National Instruments acquisition.

(11) FINANCIAL INSTRUMENTS

Following is a discussion regarding the Company’s use of financial instruments:

Hedging Activities

As of September 30, 2024, the notional amount of foreign currency hedge positions was approximately $3.3 billion. All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of September 30, 2024 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting. Cash flows related to foreign currency hedges are classified within operating cash flows.

Net Investment Hedge

In 2019, the Company issued euro-denominated debt of €1.5 billion, of which €500 was repaid in 2024. The outstanding euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations. Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated. Cash flows related to the euro-denominated debt are classified within financing cash flows.

The following gains and losses are included in earnings and other comprehensive income (OCI):


		Gain (Loss) to Earnings				Gain (Loss) to OCI
		2022		2023	2024	2022	2023	2024
	Location
Commodity	Cost of sales	$	12	(19)	—	(20)	6	—
Foreign currency	Sales	(2)		(3)	—	(9)	—	2
Foreign currency	Cost of sales	31		65	10	53	42	(8)
Foreign currency	Other deductions, net	48		(128)	10

Net Investment Hedge
Euro denominated debt				16	—	266	(128)	(70)
Total		$	89	(69)	20	290	(80)	(76)

Regardless of whether derivatives and non-derivative financial instruments receive hedge accounting, the Company expects hedging gains or losses to be offset by losses or gains on the related underlying exposures. The amounts ultimately recognized will differ from those presented above for open positions, which remain subject to ongoing market price fluctuations until settlement. Derivatives receiving hedge accounting are highly effective and no amounts were excluded from the assessment of hedge effectiveness.

Equity Investment

The Company had an equity investment in National Instruments Corporation ("NI"), valued at $136 as of September 30, 2023 (reported in Other noncurrent assets), and recognized a mark-to-market gain of $56 in 2023. On April 12, 2023, Emerson announced an agreement to acquire NI for $60 per share in cash for the remaining shares not already owned by Emerson and the transaction closed on October 11, 2023. See Note 4.

Fair Value Measurement

Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy. The fair value of long-term debt was $7.0 billion and $6.9 billion, respectively, as of September 30, 2024 and 2023, which was lower than the carrying value by $705 and $1,275, respectively. The fair values of foreign currency contracts were reported in Other current assets and Accrued expenses as summarized below:


	2023				2024
	Assets			Liabilities	Assets	Liabilities
Foreign currency		$	30	22	31	20

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

(12) SHORT-TERM BORROWINGS AND LINES OF CREDIT

Short-term borrowings and current maturities of long-term debt are as follows:


	2023		2024
Current maturities of long-term debt	$	546	532
Commercial paper and other short-term borrowings	1		—
Total	$	547	532

Interest rate for weighted-average short-term borrowings at year end	0.4%		—

In February 2023, the Company entered into a $3.5 billion five-year revolving backup credit facility with various banks, which replaced the May 2018 $3.5 billion facility. The credit facility is maintained to support general corporate purposes, including commercial paper borrowings. The Company has not incurred any borrowings under this or previous facilities. The credit facility contains no financial covenants and is not subject to termination based on a change of credit rating or material adverse changes. The facility is unsecured and may be accessed under various interest rate alternatives at the Company’s option. Fees to maintain the facility are immaterial.

(13) LONG-TERM DEBT

The details of long-term debt follow:


	2023		2024
0.375% euro notes due May 2024	529		—
3.15% notes due June 2025	500		500
1.25% euro notes due October 2025	529		557
0.875% notes due October 2026	750		750
1.8% notes due October 2027	500		500
2.0% notes due December 2028	1,000		1,000
2.0% euro notes due October 2029	529		557
1.95% notes due October 2030	500		500
2.20% notes due December 2031	1,000		1,000
6.0% notes due August 2032	250		250
6.125% notes due April 2039	250		250
5.25% notes due November 2039	300		300
2.75% notes due October 2050	500		500
2.80% notes due December 2051	1,000		1,000
Other	19		23
Long-term debt	8,156		7,687
Less: Current maturities	546		532
Total, net	$	7,610	7,155

Long-term debt maturing during each of the four years after 2025 is $562, $760, $497 and $998, respectively. Total interest paid on long-term debt was approximately $193, $200 and $199 in 2024, 2023 and 2022, respectively.

During the year, the Company repaid $529 of 0.375% euro notes that matured in May 2024. In 2023, the Company repaid $500 of 2.625% notes that matured in February 2023 and AspenTech repaid $264 to pay off the outstanding balance on its existing term loan facility plus accrued interest.

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

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

(14) PENSION AND POSTRETIREMENT PLANS

Retirement plans expense includes the following components:


	U.S. Plans				Non-U.S. Plans
	2022		2023	2024	2022	2023	2024
Defined benefit plans:
Service cost (benefits earned during the period)	$	49	25	17	25	20	20
Interest cost	99		164	169	33	50	49
Expected return on plan assets	(253)		(247)	(259)	(56)	(39)	(38)
Net amortization and other	102		(55)	(43)	3	18	6
Net periodic pension expense (income)	(3)		(113)	(116)	5	49	37
Defined contribution plans	124		111	130	52	49	70
Total retirement plans expense (income)	$	121	(2)	14	57	98	107

Total net periodic pension (income) increased in 2024 primarily due to higher return on plan assets, partially offset by higher interest costs. Net periodic pension expense (income) includes $7 and $16 and defined contribution expense includes $14 and $32 for 2023 and 2022, respectively, related to discontinued operations. For defined contribution plans, the Company makes cash contributions based on plan requirements, which are expensed as incurred.

The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016. Effective January 1, 2025, the Company is implementing a new profit sharing retirement program for all U.S. non-union employees. Eligible employees will receive a base contribution to a cash balance account administered within the principal U.S. defined benefit plan, to be funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account. After December 31, 2024, future service for employees that had continued to accrue benefits in the principal U.S. defined benefit plan will be frozen.

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

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


	U.S. Plans			Non-U.S. Plans
	2023		2024	2023	2024
Projected benefit obligation, beginning	$	3,112	2,934	965	926
Service cost	25		17	20	20
Interest cost	164		169	50	49
Actuarial (gain) loss	(75)		283	(25)	13
Curtailments	(31)		(4)	—	—
Benefits paid	(204)		(205)	(42)	(41)
Settlements	(2)		(108)	(70)	(39)
Acquisitions (Divestitures), net	(56)		—	(46)	6
Foreign currency translation and other	1		3	74	70
Projected benefit obligation, ending	$	2,934	3,089	926	1,004

Fair value of plan assets, beginning	$	3,625	3,590	908	864
Actual return on plan assets	230		598	(40)	73
Employer contributions	14		14	32	24
Benefits paid	(204)		(205)	(42)	(41)
Settlements	(2)		(108)	(70)	(39)
Acquisitions (Divestitures), net	(74)		—	2	(2)
Foreign currency translation and other	1		—	74	87
Fair value of plan assets, ending	$	3,590	3,889	864	966

Net amount recognized in the balance sheet	$	656	800	(62)	(38)

Location of net amount recognized in the balance sheet:
Noncurrent asset	$	815	961	180	233
Current liability	(14)		(14)	(17)	(17)
Noncurrent liability	(145)		(147)	(225)	(254)
Net amount recognized in the balance sheet	$	656	800	(62)	(38)

Pretax accumulated other comprehensive loss	$	(257)	(243)	(181)	(163)

Actuarial losses in 2024 were largely due to a decrease in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 4.97% and 4.7% at September 30, 2024 compared to 6.03% and 5.2% at September 30, 2023, respectively. Actuarial gains in 2023 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 6.03% and 5.2% at September 30, 2023 compared to 5.64% and 4.9% at September 30, 2022, respectively. As of September 30, 2024, U.S. pension plans were overfunded by $800 in total, including unfunded plans totaling $161. The non-U.S. plans were underfunded by $38, including unfunded plans totaling $230.

As of the September 30, 2024 and 2023 measurement dates, the plans' total accumulated benefit obligation was $3,942 and $3,719, respectively. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with projected benefit obligations in excess of plan assets were $558, $470 and $125, respectively, for 2024, and $519, $435 and $118, respectively, for 2023. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with accumulated benefit obligations in excess of plan assets were $515, $452 and $92, respectively, for 2024, and $469, $413 and $77, respectively, for 2023.

Future benefit payments by U.S. plans are estimated to be $272 in 2025, $262 in 2026, $260 in 2027, $255 in 2028, $250 in 2029 and $1,165 in total over the five years 2030 through 2034. Based on foreign currency exchange rates as of September 30, 2024, future benefit payments by non-U.S. plans are estimated to be $63 in 2025, $61 in 2026, $64 in 2027, $68 in 2028, $73 in 2029 and $374 in total over the five years 2030 through 2034. The Company expects to contribute approximately $40 to its retirement plans in 2025.

The weighted-average assumptions used in the valuation of pension benefits follow:


	U.S. Plans						Non-U.S. Plans
	2022		2023		2024		2022		2023		2024
Net pension expense

Discount rate used to determine service cost	3.16	%	5.66	%	6.09	%	2.2	%	4.9	%	5.2	%
Discount rate used to determine interest cost	2.31	%	5.49	%	5.94	%	2.2	%	4.9	%	5.2	%
Expected return on plan assets	6.00	%	6.00	%	6.50	%	4.4	%	4.4	%	4.7	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%	3.7	%	4.0	%	3.9	%

Benefit obligations
Discount rate	5.64	%	6.03	%	4.97	%	4.9	%	5.2	%	4.7	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%	4.0	%	3.9	%	3.9	%

The discount rate for the U.S. retirement plans was 4.97 percent as of September 30, 2024. An actuarially developed, company-specific yield curve is used to determine the discount rate. To determine the service and interest cost components of pension expense for its U.S. retirement plans, the Company applies the specific spot rates along the yield curve, rather than the single weighted-average rate, to the projected cash flows to provide more precise measurement of these costs. The expected return on plan assets assumption is determined by reviewing the investment returns of the plans for the past 10 years plus longer-term historical returns of an asset mix approximating the Company's asset allocation targets, and periodically comparing these returns to expectations of investment advisors and actuaries to determine whether long-term future returns are expected to differ significantly from the past.

The Company's asset allocations at September 30, 2024 and 2023, and weighted-average target allocations follow:


	U.S. Plans						Non-U.S. Plans
	2023		2024		Target		2023		2024		Target
Equity securities	39	%	29	%	25-35%		8	%	7	%	5-15%
Debt securities	51		63		60-70		75		69		65-75
Other	10		8		0-10		17		24		15-25
Total	100	%	100	%	100	%	100	%	100	%	100	%

The primary objective for the investment of pension assets is to secure participant retirement benefits by earning a reasonable rate of return. Plan assets are invested consistent with the provisions of the prudence and diversification rules of ERISA and with a long-term investment horizon. The Company continuously monitors the value of assets by class and routinely rebalances to remain within target allocations. The equity strategy is to minimize concentrations of risk by investing primarily in a mix of companies that are diversified across geographies, market capitalization, style, sectors and industries worldwide. The approach for bonds emphasizes investment-grade corporate and government debt with maturities matching the duration of pension liabilities. The bonds strategy also includes a high-yield element which is generally shorter in duration. For diversification, a small portion of U.S. plan assets is allocated to private equity partnerships and real asset fund investments, providing opportunities for above market returns. Leveraging techniques are not used and the use of derivatives in any fund is limited and inconsequential.

The fair values of defined benefit pension assets as of September 30, organized by asset class and by the fair value hierarchy of ASC 820, Fair Value Measurement, follow. Investments valued based on the net asset value (NAV) of fund units held, as derived from the fair value of the underlying assets, are excluded from the fair value hierarchy.


	Level 1		Level 2	Level 3	Measured at NAV	Total	%
2024
U.S. equities	$	245	10	—	620	875	18	%
International equities	154		12	—	65	231	5	%
Emerging market equities			1	—	101	102	2	%
Corporate bonds			1,221	—	879	2,100	43	%
Government bonds			904	—	108	1,012	21	%

Other	206		1	132	196	535	11	%
Total	$	605	2,149	132	1,969	4,855	100	%

2023
U.S. equities	$	396	9	—	619	1,024	23	%
International equities	210		14	—	103	327	7	%
Emerging market equities	—		1	—	118	119	3	%
Corporate bonds	—		1,008	—	843	1,851	42	%
Government bonds	—		505	—	124	629	14	%

Other	121		7	126	250	504	11	%
Total	$	727	1,544	126	2,057	4,454	100	%

Asset Classes

U.S. equities reflect companies domiciled in the U.S., including multinational companies. International equities are comprised of companies domiciled in developed nations outside the U.S. Emerging market equities are comprised of companies domiciled in portions of Asia, Eastern Europe and Latin America. Corporate bonds represent investment-grade debt of issuers primarily from the U.S. Government bonds include investment-grade instruments issued by federal, state and local governments, primarily in the U.S. Other includes cash, interests in mixed asset funds investing in commodities, natural resources, agriculture, real estate and infrastructure funds, life insurance contracts (U.S.), and shares in certain general investment funds of financial institutions or insurance arrangements (non-U.S.) that typically ensure no market losses or provide for a small minimum return guarantee.

Fair Value Hierarchy Categories

Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Cash is valued at cost, which approximates fair value. Debt securities categorized as Level 2 assets are generally valued based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Valuation techniques and inputs for these assets include discounted cash flow analysis, earnings multiple approaches, recent transactions, transfer restrictions, prevailing discount rates, volatilities, credit ratings and other factors. In the Other class, interests in mixed asset funds are Level 2, and U.S. life insurance contracts and non-U.S. general fund investments and insurance arrangements are Level 3. Investments measured at NAV are primarily nonexchange-traded commingled or collective funds where the underlying securities have observable prices available from active markets and typically provide liquidity daily or within a few days. The NAV category also includes fund investments in private equities, real estate and infrastructure where the fair value of the underlying assets is determined by the investment manager. Total unfunded commitments for the private equity funds were approximately $90 at September 30, 2024. These investments cannot be redeemed, but instead the funds will make distributions through liquidation of the underlying assets, which is expected to occur over approximately the next 10 years. The real estate and infrastructure funds typically offer quarterly redemption.

Postretirement Plans

The Company also sponsors unfunded postretirement benefit plans (primarily health care) for certain U.S. retirees and their dependents. The Company’s principal U.S. postretirement plan has been frozen to new employees since 1993. The postretirement benefit liability for all plans was $71 and $72 as of September 30, 2024 and 2023, respectively, and included deferred actuarial gains in accumulated other comprehensive income of $68 and $95, respectively. Service and interest costs are negligible and more than offset by the amortization of deferred actuarial gains, which resulted in net postretirement income of $18 for 2024, $19 for 2023 and $12 for 2022. Benefits paid

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

(15) CONTINGENT LIABILITIES AND COMMITMENTS

The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability (including asbestos) and other matters, several of which claim substantial amounts of damages. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management's estimates of the outcomes of these matters; and the Company's experience in contesting, litigating and settling similar matters. The Company engages an outside expert to develop an actuarial estimate of its expected costs to resolve all pending and future asbestos claims, including defense costs, as well as its related insurance receivables. The reserve for asbestos litigation, which is recorded on an undiscounted basis, is based on projected claims through 2065. See Note 21 for additional information about the Company's asbestos liabilities and related insurance receivables.

Although it is not possible to predict the ultimate outcome of these matters, the Company historically has been largely successful in defending itself against claims and suits that have been brought against it, and will continue to defend itself vigorously in all such matters. While the Company believes a material adverse impact is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future development could have a material adverse impact on the Company. The Company enters into certain indemnification agreements in the ordinary course of business in which the indemnified party is held harmless and is reimbursed for losses incurred from claims by third parties, usually up to a prespecified limit. In connection with divestitures of certain assets or businesses, the Company often provides indemnities to the buyer with respect to certain matters including, for example, environmental or unidentified tax liabilities related to periods prior to the disposition. Because of the uncertain nature of the indemnities, the maximum liability cannot be quantified. As such, contingent liabilities are recorded when they are both probable and reasonably estimable. Historically, payments under indemnity arrangements have been inconsequential.

At September 30, 2024, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial statements, nor were there any material commitments outside the normal course of business.

(16) INCOME TAXES

Pretax earnings from continuing operations consist of the following:


	2022		2023	2024
United States	$	1,345	1,529	712
Non-U.S.	1,087		1,374	1,308
Total pretax earnings	$	2,432	2,903	2,020

The principal components of income tax expense follow:


	2022		2023	2024
Current:
U.S. federal	$	315	463	325
State and local	36		47	34
Non-U.S.	306		369	452

Deferred:
U.S. federal	(92)		(159)	(284)
State and local	(13)		(17)	(18)
Non-U.S.	(3)		(61)	(94)
Income tax expense	$	549	642	415

Reconciliations of the U.S. federal statutory income tax rate to the Company's effective tax rate follow.


	2022		2023		2024
U.S. federal statutory rate	21.0	%	21.0	%	21.0	%
State and local taxes, net of U.S. federal tax benefit	0.7		0.8		0.6
Non-U.S. rate differential	1.2		0.8		2.0
Non-U.S. tax holidays	(1.1)		(0.8)		(1.7)
Research and development credits	(0.5)		(0.5)		(1.2)

Foreign derived intangible income	(2.0)		(2.6)		(3.8)
U.S. taxation of Non-U.S. Earnings	0.4		1.3		2.1

Subsidiary restructuring	0.8		—		(2.9)
Test & Measurement purchase accounting	—		—		1.7
Russia business exit	2.0		0.2		—

Other	0.1		1.9		2.8
Effective income tax rate	22.6	%	22.1	%	20.6	%

Test & Measurement purchase accounting reflects a lower tax benefit on inventory step-up amortization. The increase in Other in 2024 includes the losses on two small divestitures, which were non-deductible for tax purposes. See Note 4 for further details. The increase in Other in 2023 compared to 2022 was driven by a 2 percentage point impact due to an increase in unrecognized tax benefits.

The Company has elected to recognize the tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries as a period expense when it is incurred.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic, and among other things, provides tax relief to businesses. Tax provisions of the CARES Act included the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company deferred $73 of certain payroll taxes through the end of calendar year 2020, of which approximately $37 was paid in December 2021 and the remainder paid in December 2022.

Non-U.S. tax holidays reduce tax rates in certain jurisdictions. Approximately 65 percent of the tax holidays expire over the next three years, with the remainder expiring by 2037.

Following are changes in unrecognized tax benefits before considering recoverability of any cross-jurisdictional tax credits (U.S. federal, state and non-U.S.) and temporary differences. The amount of unrecognized tax benefits is not expected to change significantly in the next 12 months.


	2023		2024
Unrecognized tax benefits, beginning	$	167	235
Additions for current year tax positions	78		59
Additions for prior year tax positions	13		18
Reductions for prior year tax positions	(10)		(22)
Acquisitions and divestitures	—		13
Reductions for settlements with tax authorities	(5)		(7)
Reductions for expiration of statutes of limitations	(8)		(5)
Unrecognized tax benefits, ending	$	235	291

If none of the unrecognized tax benefits shown is ultimately paid, the tax provision and the calculation of the effective tax rate would be favorably impacted by $246, which is net of cross-jurisdictional tax credits and temporary differences. The Company accrues interest and penalties related to income taxes in income tax expense. Total expense (income) recognized was $6, $1 and $(7) in 2024, 2023 and 2022, respectively. As of September 30, 2024 and 2023, total accrued interest and penalties were $27 and $22, respectively.

The U.S. is the major jurisdiction for which the Company files income tax returns. Examinations for U.S. federal are complete through 2017, except for 2014. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates.

The principal items that gave rise to deferred income tax assets and liabilities follow:


	2023		2024
Deferred tax assets:
Net operating losses, capital losses and tax credits	$	253	283
Accrued liabilities	153		149
Postretirement and postemployment benefits	17		17
Employee compensation and benefits	103		121

Other	158		176
Total	$	684	746

Valuation allowances	$	(164)	(256)

Deferred tax liabilities:
Intangibles	$	(1,387)	(2,161)
Pensions	(151)		(193)
Property, plant and equipment	(148)		(121)
Undistributed non-U.S. earnings	(32)		(36)
Deferred gains	(596)		(21)
Other	(75)		(32)
Total	$	(2,389)	(2,564)

Net deferred income tax liability	$	(1,869)	(2,074)

Total income taxes paid were approximately $950, $3,310 and $720 in 2024, 2023 and 2022, respectively. Taxes paid in 2023 included approximately $2.3 billion related to the gains on the sale of the majority stake in Copeland and the InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Taxes related to the Company's sale of its non-controlling common equity interest in Copeland will be paid in 2025. Approximately

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

(17) STOCK-BASED COMPENSATION

The Company's stock-based compensation plans include performance shares, restricted stock, restricted stock units, and stock options. Although the Company has discretion, shares distributed under these plans are issued from treasury stock.

In fiscal 2022, the Company changed the terms of its annual performance share awards that were issued in the first quarter. The terms meet the criteria for equity classification in accordance with ASC 718, Compensation - Stock Compensation, and therefore expense is recognized on a fixed basis over the three-year performance period.

AspenTech also has stock-based compensation plans that are settled in its own stock. These plans consist of performance shares, restricted stock units and stock options.

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

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


	2022		2023	2024
Performance shares	$	89	165	90
Restricted stock and restricted stock units	23		24	115

AspenTech stock-based compensation plans	32		82	55
Total stock compensation expense	144		271	260
Less: discontinued operations	19		21	—
Stock compensation expense from continuing operations	$	125	250	260

Income tax benefits recognized	$	19	28	32

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

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

Emerson Performance Shares, Restricted Stock and Restricted Stock Units

The Company's incentive shares plans include performance shares awards which distribute the value of common stock to key management employees at the conclusion of a three-year period subject to certain operating performance conditions and other terms and restrictions. Dividend equivalents are only paid on earned awards after the performance period has concluded. Compensation expense for performance shares is recognized over the service period based on the number of shares ultimately expected to be earned.

Information related to performance share payouts for the years ended September 30, 2023 and 2024 follows (shares in thousands):


	2023		2024
Performance period	2020 - 2022		2021 - 2023
Percent payout	106	%	118	%
Total shares earned	1,557		1,733
Shares distributed in cash, primarily for tax withholding	684		755

As of September 30, 2024, approximately 919,000 shares awarded primarily in 2022 were outstanding, contingent on the Company achieving its performance objectives through 2024. The objectives for these shares were met at the 118 percent level and the shares will be distributed in early fiscal 2025.

Additionally, the rights to receive approximately 518,000 and 928,000 shares awarded in 2024 and 2023, respectively, are outstanding and contingent upon the Company achieving its performance objectives through 2026 and 2025, respectively.

Incentive shares plans also include restricted stock awards and restricted stock units. Restricted stock awards involve distribution of common stock to key management employees subject to cliff vesting at the end of service periods ranging from three to ten years while restricted stock units granted to employees vest over a three-year period. The fair value of restricted stock awards and restricted stock units is determined based on the average of the high and low market prices of the Company's common stock on the date of grant, with compensation expense recognized ratably over the applicable vesting period. In 2024, approximately 55,000 shares of restricted stock and approximately 1,462,000 restricted stock units vested as a result of participants fulfilling the applicable service requirements. Consequently, approximately 38,000 shares and 1,404,000 units were issued while 17,000 shares and 58,000 units were withheld for income taxes in accordance with minimum withholding requirements. As of September 30, 2024, there were approximately 2,269,000 shares of unvested restricted stock and restricted stock units outstanding.

In addition to the employee stock option and incentive share plans, in 2024 the Company awarded approximately 19,000 restricted stock units under the restricted stock plan for non-management directors. As of September 30, 2024, approximately 38,000 shares were available for issuance under this plan.

As of September 30, 2024, 17.5 million shares remained available for award under incentive shares plans.

Changes in shares outstanding but not yet earned under incentive shares plans during the year ended September 30, 2024 follow (shares in thousands; assumes 100 percent payout of unvested awards):


	Shares	Average Grant Date Fair Value Per Share
Beginning of year	4,437		$	82.02
Granted	1,257		$	91.88
Assumed	2,114		$	96.65
Earned/vested	(2,986)		$	80.83
Canceled	(188)		$	91.01
End of year	4,634		$	91.46

Information related to Emerson incentive shares plans follows:


	2022		2023	2024
Total fair value of shares earned/vested	$	158	158	284
Share awards distributed in cash, primarily for tax withholding	$	69	73	81

Emerson Stock Options

There were no stock option grants in 2024, 2023 and 2022. The Company's stock option plans expired in 2021. Previously awarded stock options allow key officers and employees to purchase common stock at specified prices, which are equal to 100 percent of the closing market price of the Company's stock on the date of grant. Options generally vest one-third in each of the three years subsequent to grant and expire 10 years from the date of grant.

Changes in shares subject to options during the year ended September 30, 2024 follow (shares in thousands):


	Weighted- Average Exercise Price Per Share			Shares	Total Intrinsic Value of Shares			Average Remaining Life (Years)
Beginning of year		$	53.35	589

Options exercised		$	54.76	(294)
Options canceled		$	62.47	(7)
End of year		$	51.71	288		$	16		1.4
Exercisable at end of year		$	51.71	289		$	16		1.4

Information related to Emerson stock options follows:


	2022		2023	2024
Cash received for option exercises	$	15	49	14
Intrinsic value of options exercised	$	11	27	15
Tax benefits related to option exercises	$	7	4	5

AspenTech Stock-Based Compensation

As discussed in Note 4, Emerson completed the acquisition of Heritage AspenTech in the third quarter of 2022. AspenTech, as defined in Note 4, operates as a separate publicly traded company and has various stock-based compensation plans, including stock options, restricted stock units and performance stock units, which are settled in their own common stock and are accounted for as equity awards. Restricted stock units and performance stock units generally vest over three years. In fiscal 2023 and 2024, the Company granted performance stock units with both a performance and service condition. The performance condition relates to the attainment of predefined goals based on annual contract value and free cash flows. On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the condensed consolidated financial statements. Option awards have been granted with an exercise price equal to the market closing price of AspenTech's stock on the trading day prior to the grant date. These options generally vest over four years and expire within seven years or ten years of grant. AspenTech's policy is to issue new shares upon the exercise of vested stock awards.

Pursuant to the terms of the transaction agreement between Emerson and Heritage AspenTech, each outstanding option to purchase shares of Heritage AspenTech common stock, whether vested or unvested, that was unexercised as of immediately prior to the closing date was converted into an option to acquire shares of AspenTech. Each converted option is subject to the same terms and conditions as applied to the original option. In addition, each outstanding award of restricted stock units with respect to shares of Heritage AspenTech common stock that were unvested as of immediately prior to the closing date was converted into an award of restricted stock units with respect to shares of AspenTech. Each converted restricted stock unit is also subject to the same terms and conditions as applied to the original restricted stock unit.

ASC 805 required the Company to determine the fair value of the AspenTech share-based payment awards related to the replacement of the Heritage AspenTech share-based payment awards, and allocate the total fair value based on the services that are attributable to the pre- and post-combination service periods, respectively. The portion that is attributable to the pre-combination service period was considered part of the consideration transferred for Heritage AspenTech and included as part of the purchase price. The portion that is attributable to the post-combination service period is recognized as stock-based compensation expense in the post-combination consolidated financial statements over the remaining requisite service period.

AspenTech Stock Options

AspenTech utilizes the Black-Scholes option valuation model for estimating the fair value of options granted. The Black-Scholes option valuation model incorporates assumptions regarding expected stock price volatility, the expected life of the option, the risk-free interest rate, dividend yield and the market value of AspenTech's common stock. The expected stock price volatility is determined based on AspenTech's stock’s historic prices over a period commensurate with the expected life of the award. The expected life of an option represents the period for which options are expected to be outstanding as determined by historic option exercises and cancellations. The risk-free

interest rate is based on the U.S. Treasury yield curve for notes with terms approximating the expected life of the options granted. The expected dividend yield is zero, based on AspenTech's history and expectation of not paying dividends on common shares. Stock-based compensation expense is recognized on a straight-line basis, net of forfeitures as they occur, over the requisite service period for time-vested awards. There were no stock option grants in 2024.

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


	Weighted- Average Exercise Price Per Share			Shares	Total Intrinsic Value of Shares			Average Remaining Contractual Term (Years)
Beginning of year		$	161.26	974

Granted		$	—	—
Exercised		$	104.86	(217)
Canceled / Forfeited		$	118.38	(76)
End of year		$	159.47	681		$	66		5.6
Exercisable at end of year		$	133.36	563		$	59		5.2
Vested and expected to vest at September 30, 2024		$	142.10	676		$	65		5.6

The total intrinsic value of options exercised during 2024 was $15. Cash proceeds of $25 from issuances of shares of AspenTech common stock were received during 2024.

AspenTech Restricted Stock Units and Performance Stock Units

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


	Weighted- Average Grant Date Fair Value			Shares
Beginning of year		$	193.17	653

Granted		$	230.22	263
Settled		$	192.52	(306)
Canceled / Forfeited		$	196.48	(95)
End of year		$	212.13	515
Vested and expected to vest at September 30, 2024		$	213.47	471

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

condition. The 2024 performance stock units vest on a cliff basis in three years based upon the achievement of predefined performance goals, with no ability for the awards to vest on an accelerated basis. The performance goal relates to (i) growth in annual contract value over the performance period and (ii) cumulative free cash flow over the performance period. Up to 150 percent of the performance stock units could vest upon achievement of the performance goals. Conversely, if a minimum performance goal is not met, none of the performance stock units will vest. During 2024, the total fair value of vested shares from AspenTech RSU grants amounted to $62. Withholding taxes of $21 were paid on vested RSUs during 2024.

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

In 2023, AspenTech granted performance stock units with a performance condition and service condition. These performance stock units vest on a cliff basis in three years based upon the achievement of predefined performance goals, with the ability for 25 percent of granted awards to vest on an accelerated basis in each of the first two years. The performance goal relates to the sum of (i) annual contract value growth and (ii) free cash flow margin over the

performance period. Up to 175 percent of the performance stock units could vest upon achievement of the performance goals. Conversely, if a minimum performance goal is not met, none of the performance stock units will vest.

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

(18) COMMON AND PREFERRED STOCK

At September 30, 2024, 23.3 million shares of common stock were reserved for issuance under the Company's stock-based compensation plans. During 2024, 4.4 million common shares were purchased and 2.6 million treasury shares were reissued. In 2023, 21.3 million common shares were purchased and 1.8 million treasury shares were reissued.

At September 30, 2024 and 2023, the Company had 5.4 million shares of $2.50 par value preferred stock authorized, with none issued.

(19) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


Activity in Accumulated other comprehensive income (loss) is shown below, net of income taxes:

Foreign currency translation	2022		2023	2024
Beginning balance	$	(629)	(1,265)	(1,012)
Other comprehensive income (loss), net of tax of $(62), $26 and $17, respectively	(636)		158	356
Reclassification to loss on divestiture of business	—		95	23
Reclassification to gain on sale of equity interest	—		—	17
Ending balance	(1,265)		(1,012)	(616)

Pension and postretirement
Beginning balance	(259)		(222)	(247)
Actuarial gains (losses) deferred during the period, net of taxes of $10, $0 and $(14), respectively	(33)		4	45
Amortization of deferred actuarial losses into earnings, net of tax of $(21), $17 and $12, respectively	70		(51)	(43)
Reclassified to gain on sale of business	—		22	—
Ending balance	(222)		(247)	(245)

Cash flow hedges
Beginning balance	16		2	6
Gains deferred during the period, net of taxes of $(6), $(11) and $1, respectively	18		37	(5)
Reclassifications of realized (gains) losses to sales and cost of sales, net of tax of $10, $4 and $2, respectively	(32)		(14)	(8)
Reclassified to gain on sale of business	—		(19)	—
Ending balance	2		6	(7)

Accumulated other comprehensive income (loss)	$	(1,485)	(1,253)	(868)

(20) BUSINESS SEGMENTS INFORMATION

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



			INTELLIGENT DEVICES						SOFTWARE AND CONTROL

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

The Final Control segment is a leading global provider of control valves, isolation valves, shutoff valves, pressure relief valves, pressure safety valves, actuators, and regulators for process and hybrid industries. These solutions respond to commands from a control system to continuously and precisely control and regulate the flow of liquids or gases to achieve safe operation along with reliability, sustainability and optimized performance.

The Measurement & Analytical 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 transfer data and asset management information to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, reliability, sustainability and safety.

The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.

The Safety & Productivity segment delivers tools for professionals and homeowners that support infrastructure, promote safety and enhance productivity. Pipe-working tools include pipe wrenches and cutters, pipe threading and roll grooving equipment, battery hydraulic tools for press connections, drain cleaners and diagnostic systems, including sewer inspection cameras and locating equipment. Electrical tools include conduit benders and cable pulling equipment, battery hydraulic tools for cutting and crimping electrical cable, and hole-making equipment. Other professional tools include water jetters, wet-dry vacuums, commercial vacuums and hand tools.

The Control Systems & Software segment provides control systems and software that control plant processes by collecting and analyzing information from measurement devices in the plant. These technologies determine optimal settings with software based on a customer's specific algorithms and use that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency, sustainability and safety. These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity. Control Systems & Software solutions are predominantly used by process and hybrid manufacturers.

The Test & Measurement segment provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost. The Test & Measurement business spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software.

AspenTech is a global leader in asset optimization software that enables industrial manufacturers to design, operate and maintain their operations for maximum performance. AspenTech combines decades of modeling, simulation and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets. The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions.

The principal distribution method for each segment is direct sales forces, although the Company also uses independent sales representatives and distributors. Due to its global presence, certain of the Company's international operations are subject to risks including the stability of governments and business conditions in foreign countries which could result in adverse changes in exchange rates, changes in regulations or disruption of operations.

The primary income measure used for assessing segment performance and making operating decisions is earnings before interest and income taxes. Certain expenses are reported at Corporate, including stock compensation expense and a portion of pension and postretirement benefit costs. Corporate and other includes unallocated corporate expenses, acquisition/divestiture costs, first year acquisition accounting charges (which include fair value adjustments related to inventory, backlog and deferred revenue) and other items. Corporate assets are primarily comprised of cash and cash equivalents, investments, certain fixed assets and assets held-for-sale. Summarized below is information about the Company's operations by business segment and by geography.

Business Segments


	Sales				Earnings (Loss)				Total Assets
	2022		2023	2024	2022		2023	2024	2022		2023	2024
Final Control	$	3,607	3,970	4,204	$	592	865	977	$	4,805	5,614	5,706
Measurement & Analytical	3,215		3,595	4,061	785		936	1,056	4,395		3,976	4,122
Discrete Automation	2,612		2,635	2,506	542		509	466	2,284		2,493	2,470
Safety & Productivity	1,402		1,388	1,390	250		306	308	1,125		1,238	1,228
Intelligent Devices	10,836		11,588	12,161	2,169		2,616	2,807	12,609		13,321	13,526

Control Systems & Software	2,398		2,606	2,842	437		529	645	1,700		2,151	2,262
Test & Measurement	—		—	1,464	—		—	(290)	—		—	9,210
AspenTech	656		1,042	1,093	12		(107)	(73)	14,484		14,048	13,641
Software and Control	3,054		3,648	5,399	449		422	282	16,184		16,199	25,113

Corporate items:
Stock compensation					(125)		(250)	(260)
Unallocated pension and postretirement costs					99		171	144
Corporate and other (includes assets held-for-sale)					(419)		(224)	(664)	6,879		13,226	5,607
Loss on Copeland note receivable					—		—	(279)
Gain on subordinated interest					453		161	79
Eliminations/Interest	(86)		(71)	(68)	(194)		(34)	(175)
Interest income from related party					—		41	86
Total	$	13,804	15,165	17,492	$	2,432	2,903	2,020	$	35,672	42,746	44,246

In 2024, stock compensation included $58 of integration-related stock compensation expense attributable to NI (of which $43 was reported as restructuring costs). Corporate and other includes acquisition/divestiture fees and related costs of $205 ($109 of which is reported in operating profit), $84 ($15 of which is reported in operating profit) and $91 for 2024, 2023 and 2022, respectively. Additionally, in 2024, Corporate and other includes acquisition-related inventory step-up amortization of $231 and divestiture losses totaling $48, while 2023 includes a loss of $47 related to the Company's exit of business operations in Russia compared to a loss of $181 in 2022. Corporate and other in 2023 also included a mark-to-market gain of $24 related to foreign currency forward contracts entered into by AspenTech and a mark-to-market gain of $56 related to the Company's equity investment in National Instruments Corporation (see Note 6).


	Depreciation and Amortization				Capital Expenditures
	2022		2023	2024	2022		2023	2024
Final Control	$	212	170	159	$	62	93	93
Measurement & Analytical	117		121	138	90		93	84
Discrete Automation	88		84	87	68		56	61
Safety & Productivity	57		57	58	27		35	46
Intelligent Devices	474		432	442	247		277	284

Control Systems & Software	93		90	101	27		33	39
Test & Measurement	—		—	607	—		—	27
AspenTech	242		492	493	4		6	7
Software and Control	335		582	1,201	31		39	73

Corporate and other	33		37	46	21		47	62
Total	$	842	1,051	1,689	$	299	363	419

Depreciation and amortization includes intellectual property, customer relationships and capitalized software.

Geographic Information

Sales by major geographic destination are summarized below:


	2022					2023
	Americas		AMEA	Europe	Total	Americas		AMEA	Europe	Total
Final Control	$	1,706	1,373	528	3,607	$	1,949	1,481	540	3,970
Measurement & Analytical	1,529		1,199	487	3,215	1,847		1,222	526	3,595
Discrete Automation	1,217		732	663	2,612	1,234		720	681	2,635
Safety & Productivity	1,057		71	274	1,402	1,049		70	269	1,388
Intelligent Devices	5,509		3,375	1,952	10,836	6,079		3,493	2,016	11,588

Control Systems & Software	1,170		745	483	2,398	1,259		818	529	2,606
Test & Measurement	—		—	—	—	—		—	—	—
AspenTech	362		140	154	656	470		286	286	1,042
Software and Control	1,532		885	637	3,054	1,729		1,104	815	3,648

Total	$	7,041	4,260	2,589	13,890	$	7,808	4,597	2,831	15,236


	2024
	Americas		AMEA	Europe	Total
Final Control	$	2,010	1,647	547	4,204
Measurement & Analytical	2,046		1,382	633	4,061
Discrete Automation	1,178		646	682	2,506
Safety & Productivity	1,048		73	269	1,390
Intelligent Devices	6,282		3,748	2,131	12,161

Control Systems & Software	1,322		920	600	2,842
Test & Measurement	654		389	421	1,464
AspenTech	540		261	292	1,093
Software and Control	2,516		1,570	1,313	5,399

Total	$	8,798	5,318	3,444	17,560

Sales in the U.S. were $7,091, $6,327 and $5,671 for 2024, 2023 and 2022, respectively, while Asia, Middle East & Africa includes sales in China of $1,901, $1,804 and $1,824 in those years.


	Property, Plant and Equipment
	2022		2023	2024
Americas	$	1,373	1,442	1,672
Asia, Middle East & Africa	398		428	542
Europe	468		493	593
Total	$	2,239	2,363	2,807

Property, plant and equipment located in the U.S. was $1,474 in 2024, $1,261 in 2023 and $1,219 in 2022.

(21) OTHER FINANCIAL DATA

Items reported in earnings from continuing operations during the years ended September 30 included the following:


	2022		2023	2024
Research and development expense	$	385	523	781
Rent expense	$	187	210	245

The components of depreciation and amortization expense reported for the years ended September 30 included the following:


	2022		2023	2024
Depreciation expense	$	312	287	323
Amortization of intangibles (includes $108, $196 and $197 reported in Cost of Sales in 2021, 2022 and 2023, respectively) (a)	444		678	1,274
Amortization of capitalized software	86		86	92
Total	$	842	1,051	1,689

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

Items reported in other noncurrent assets included the following:


	2023		2024
Pension assets	$	995	1,194
Operating lease right-of-use assets	$	550	692
Unbilled receivables (contract assets)	$	559	519
Deferred income taxes	$	100	64
Asbestos-related insurance receivables	$	53	37

Items reported in accrued expenses included the following:


	2023		2024
Customer advances (contract liabilities)	$	861	1,043
Employee compensation	$	618	706
Operating lease liabilities (current)	$	144	158
Product warranty	$	84	82

Other liabilities are summarized as follows:


	2023		2024
Deferred income taxes	$	1,969	2,138
Pension and postretirement liabilities	435		466
Operating lease liabilities (noncurrent)	404		511
Asbestos litigation	173		151
Other	525		574
Total	$	3,506	3,840

(22) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


	First Quarter			Second Quarter		Third Quarter		Fourth Quarter		Full Year
	2023		2024	2023	2024	2023	2024	2023	2024	2023	2024
Net sales	$	3,373	4,117	3,756	4,376	3,946	4,380	4,090	4,619	15,165	17,492
Gross profit	$	1,620	1,916	1,801	2,284	1,994	2,314	2,012	2,371	7,427	8,885

Earnings from continuing operations common stockholders	$	329	169	530	547	643	344	784	558	2,286	1,618

Net earnings common stockholders	$	2,331	142	792	501	9,352	329	744	996	13,219	1,968

Earnings per common share from continuing operations:
Basic	$	0.56	0.30	0.93	0.96	1.12	0.60	1.37	0.98	3.98	2.83
Diluted	$	0.56	0.29	0.92	0.95	1.12	0.60	1.36	0.97	3.96	2.82

Net earnings per common share:
Basic	$	3.99	0.25	1.39	0.88	16.36	0.58	1.30	1.74	23.00	3.44
Diluted	$	3.97	0.25	1.38	0.87	16.28	0.57	1.29	1.73	22.88	3.43

Dividends per common share	$	0.520	0.525	0.520	0.525	0.520	0.525	0.520	0.525	2.08	2.10

Earnings per share are computed independently each period; as a result, the quarterly amounts may not sum to the calculated annual figure.

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

(23) SUBSEQUENT EVENTS

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash. The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock. Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Emerson Electric Co.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Emerson Electric Co. and subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended September 30, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of Audit Evidence over Net Sales

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

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Net sales are recognized primarily from the sale of tangible products from hundreds of Company locations around the world. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical dispersion of the Company’s net sales generating activities. This included determining the Company locations at which procedures were performed and the supervision and review of procedures performed at those locations.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we:

Evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of amounts.
Assessed the recorded net sales by selecting a sample of transactions and compared the amounts recognized for consistency with underlying documentation, including contracts with customers and shipping documentation.

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

As discussed in Notes 4 and 8 to the consolidated financial statements, on October 11, 2023, the Company completed the acquisition of National Instruments Corporation for a total purchase consideration of $8.7 billion. The estimated intangible assets attributable to the transactions included customer relationships and developed technology intangible assets with acquisition date fair values of $3.36 billion and $1.57 billion, respectively.

We identified the evaluation of the acquisition date fair value of the customer relationships and developed technology intangible assets as a critical audit matter. A high degree of subjective and complex auditor judgment was required to evaluate key assumptions used to value these acquired intangible assets. Specifically, key assumptions included projected revenue and customer attrition for the customer relationships intangible asset and projected revenue and obsolescence rates for the developed technology intangible asset. Changes to these assumptions could have had a significant impact on the fair value of such assets. In addition,

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

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s business combination process, including controls related to the development of the projected revenue, customer attrition, and obsolescence rate assumptions used in the Company’s valuations of intangible assets. We evaluated the projected revenue used by the Company by (1) comparing to historical results of the acquired entity and publicly available information for peer companies and (2) inquiring of individuals outside of the accounting function about projected revenue and the process used to develop it. In addition, we compared the Company’s projected revenue for the acquired entity to their actual revenue subsequent to the acquisition to evaluate the Company’s ability to forecast. We involved valuation professionals with specialized skills and knowledge, who assisted in:

evaluating the Company's customer attrition rate by comparing it to historical attrition experienced by the acquired company
evaluating the obsolescence rates by comparing them to companies within the same industry as well as comparable historical transactions


			/s/			KPMG LLP

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

St. Louis, Missouri

November 12, 2024

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