EMERSON ELECTRIC CO

Emerson Electric Co. is a global technology and software company that provides innovative solutions for customers in a wide range of end markets around the world. Through its leading automation portfolio, Emerson helps process, hybrid and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. Sales by geographic destination in 2025 were: the Americas, 51 percent; Asia, Middle East & Africa, 30 percent (China, 10 percent); and Europe, 19 percent. The Company's comprehensive automation portfolio includes intelligent devices, control systems and design and optimization software solutions to support a diverse set of industries and infrastructure, including process industries (such as chemical, power & renewables and energy), hybrid industries (life sciences, metals & mining, food & beverage, pulp & paper, and others), discrete industries (including automotive, medical, packaging and semiconductor) and more.

The Company's businesses operate in highly competitive markets. The Company competes based on product performance, quality, branding, service and/or price across the industries and markets served. A significant element of the Company's competitive strategy is to deliver solutions to our customers by manufacturing high-quality products at the best relevant global cost. Although no single company competes directly with Emerson in all of the Company's product lines, various companies compete in one or more product lines with the number of competitors varying by product line. Some competitors have substantially greater sales, assets and financial resources than Emerson and the Company also competes with many smaller companies. Management believes Emerson has a market leadership position in many of its product lines.

The Company generates revenue through the design, manufacture, and delivery of products and services that bring technology and engineering together to provide innovative solutions for its customers. 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. Revenue is recognized over time for approximately 10 percent of the Company's revenues, primarily relating to projects in the Control Systems & Software segment where revenue is recognized using the percentage-of-completion method, 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.

The Intelligent Devices business group comprises four segments. 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, marketed under brands including Anderson Greenwood, Bettis, Crosby, Fisher, Keystone, KTM and Vanessa. 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, marketed under brands including Flexim, Micro Motion and Rosemount. 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, marketed under brands including Afag, Appleton, ASCO, Aventics, Branson, Movicon, PACSystems, SolaHD, TESCOM, and TopWorx. The Safety & Productivity segment delivers tools for professionals and homeowners that support infrastructure, promote safety and enhance productivity, including pipe-working tools, electrical tools, and other professional tools, marketed under brands including Greenlee, Klauke, ProTeam and RIDGID. Intelligent Devices sales were $12.4 billion ¹ in 2025, an increase of $239 ², or 2 percent ³, and segment earnings were $2,953 ⁴, an increase of $146 ⁵, or 5 percent ⁶, with margin of 23.8 percent ⁷.

The Software and Control business group comprises two segments. 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, including distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity, and also includes the AspenTech business, a global leader in asset optimization software, marketed under brands including DeltaV and Ovation. The Test & Measurement segment, formerly National Instruments Corporation, provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, spanning modular instrumentation, data acquisition and control solutions, and general-purpose development software. Software and Control sales were $5.7 billion ⁸ in 2025, an increase of $292 ⁹, or 5 percent ¹⁰, and segment earnings were $827 ¹¹, an increase of $545 ¹², or 193 percent ¹³, with margin of 14.5 percent ¹⁴. Control Systems & Software sales increased $270 ¹⁵, or 7 percent ¹⁶, and Test & Measurement sales increased $22 ¹⁷, or 2 percent ¹⁸.

On March 12, 2025, Emerson completed its purchase of the remaining outstanding shares of common stock of AspenTech not already owned by the Company for approximately $7.2 billion ¹⁹. Emerson also incurred fees of $76 ²⁰ ($65 after-tax ²¹) and paid $76 ²² to settle certain AspenTech share-based awards. Separately, AspenTech incurred $127 ²³ ($113 after-tax ²⁴) of deal-related fees. On November 15, 2024, AspenTech acquired Open Grid Systems Limited for a total purchase price of $46 ²⁵, net of cash acquired. On October 11, 2023, the Company completed the acquisition of National Instruments Corporation at an equity value of $8.2 billion ²⁶; NI had revenues of approximately $1.7 billion ²⁷ and pretax earnings of approximately $170 ²⁸ for the 12 months ended September 30, 2023. On May 31, 2023, the Company completed the sale of a majority stake in its Climate Technologies business to private equity funds managed by Blackstone in a $14.0 billion ²⁹ transaction, receiving upfront, pre-tax cash proceeds of approximately $9.7 billion ³⁰ and a note receivable with a face value of $2.25 billion ³¹, while retaining a 40 percent ³² non-controlling common equity interest. Subsequently, in August 2024, Emerson sold its 40 percent ³³ non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion ³⁴ and sold the note receivable to Copeland for $1.9 billion ³⁵. On October 31, 2022, the Company completed the divestiture of its InSinkErator business to Whirlpool Corporation for $3.0 billion ³⁶. The Company purchased 9.3 million shares ³⁷ in 2025, 4.4 million shares ³⁸ in 2024 and 21.3 million shares ³⁹ in 2023. In November 2025, the Board of Directors authorized the purchase of up to 50 million shares ⁴⁰. Dividends were $1,192 ⁴¹ ($2.11 per share ⁴²) in 2025.

Net sales for 2025 were $18,016 ⁴³, an increase of $524 ⁴⁴, or 3 percent ⁴⁵ compared with 2024. Net sales for 2024 were $17,492 ⁴⁶, an increase of $2,327 ⁴⁷, or 15 percent ⁴⁸ compared with 2023. Gross profit was $9,519 ⁴⁹ in 2025 compared to $8,885 ⁵⁰ in 2024, while gross margin increased 2.0 percentage points ⁵¹ to 52.8 percent ⁵². Net earnings from continuing operations attributable to common stockholders were $2,285 ⁵³ in 2025, up 41 percent ⁵⁴ compared with prior year earnings of $1,618 ⁵⁵, and diluted earnings per share from continuing operations were $4.03 ⁵⁶, up 43 percent ⁵⁷ versus $2.82 ⁵⁸ in 2024. Adjusted diluted earnings per share from continuing operations were $6.00 ⁵⁹ compared with $5.49 ⁶⁰ in the prior year. Operating cash flow from continuing operations was $3,676 ⁶¹ in 2025, an increase of $359 ⁶², or 11 percent ⁶³.

For fiscal year 2026, consolidated net sales from continuing operations are expected to be up approximately 5.5 percent ⁶⁴, with underlying sales up approximately 4 percent ⁶⁵, excluding a 1.5 percent ⁶⁶ favorable impact from foreign currency translation. Earnings per share are expected to be $4.73 to $4.93 ⁶⁷, while adjusted earnings per share are expected to be $6.35 to $6.55 ⁶⁸. Operating cash flow is expected to be $4.0 to $4.1 billion ⁶⁹ and free cash flow, which excludes projected capital spending of approximately $0.45 billion ⁷⁰, is expected to be $3.5 to $3.6 billion ⁷¹. The fiscal 2026 outlook assumes approximately $2.2 billion ⁷² returned to shareholders through approximately $1.0 billion ⁷³ of share repurchases and approximately $1.2 billion ⁷⁴ of dividend payments.

The Company is focused on key growth initiatives across its software, control and intelligent devices portfolio, including disruptive measurement technologies, software-defined automation systems, self-optimizing asset software and sustainability solutions. The Control Systems & Software segment, which now includes AspenTech, is positioned for growth through strong demand in process and power end markets, with sales increasing $270 ⁷⁵, or 7 percent ⁷⁶, in 2025 reflecting strong growth at AspenTech (including a favorable impact related to the timing of contract renewals) and favorable demand in process and power end markets across all geographies. The Test & Measurement segment, acquired in October 2023, provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, and had revenues of approximately $1.7 billion ⁷⁷ for the 12 months ended September 30, 2023. The Company's portfolio transformation through strategic acquisitions and divestitures of non-core businesses was undertaken to create a cohesive, higher growth, higher margin industrial technology portfolio, and the Company is now a global automation leader serving a diversified set of end markets.

The Company's growth strategy includes expanding its software and control capabilities, with AspenTech now a wholly owned subsidiary and reported as part of the Control Systems & Software segment. The Company's recent portfolio actions include the purchase of the remaining outstanding shares of AspenTech for approximately $7.2 billion ⁷⁸, the acquisition of National Instruments at an equity value of $8.2 billion ⁷⁹, and the acquisition of Open Grid Systems Limited for $46 ⁸⁰, net of cash acquired. The Company also completed the sale of a majority stake in its Climate Technologies business in a $14.0 billion ⁸¹ transaction and subsequently sold its remaining 40 percent ⁸² non-controlling common equity interest in Copeland for $1.5 billion ⁸³ and the note receivable for $1.9 billion ⁸⁴. The Company's portfolio is now focused on higher growth markets including software, innovation and disruptive technologies.

Adjusted EBITA margin from continuing operations was 26.0 percent ⁸⁵ in 2025, an increase of 1.3 percentage points ⁸⁶ compared to 24.7 percent ⁸⁷ in 2024. Adjusted EBITA from continuing operations was $4,693 ⁸⁸ in 2025, up 8 percent ⁸⁹ compared to $4,326 ⁹⁰ in 2024. The Company expects fiscal year 2026 restructuring and related costs to be approximately $100 ⁹¹. Adjusted diluted earnings per share from continuing operations were $6.00 ⁹² compared with $5.49 ⁹³ in the prior year, reflecting sales growth and strong operating performance. The Company's gross margin increased 2.0 percentage points ⁹⁴ to 52.8 percent ⁹⁵ in 2025, reflecting favorable price less net material inflation and the absence of acquisition-related inventory step-up amortization of $231 ⁹⁶ which negatively impacted the prior year margins by approximately 1.3 percentage points ⁹⁷.

The Company expects to contribute approximately $40 ⁹⁸ to its defined benefit plans in 2026. The assumed investment return on plan assets will be 6.75 percent ⁹⁹ for 2026, compared to 6.50 percent ¹⁰⁰ in 2025. 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 implemented a new profit sharing retirement program for all U.S. non-union employees, with future service after December 31, 2024 frozen for employees that had continued to accrue benefits in the principal U.S. defined benefit plan.

Total spending for R&D, engineering expense and customer-funded engineering and development was 8.1 percent ¹⁰¹ of sales in 2025 and in 2024, compared to 6.9 percent ¹⁰² in 2023. Capital expenditures were $431 ¹⁰³ in 2025, $419 ¹⁰⁴ in 2024, and $363 ¹⁰⁵ in 2023. The fiscal 2026 outlook assumes projected capital spending of approximately $0.45 billion ¹⁰⁶. The Company expects to return approximately $2.2 billion ¹⁰⁷ to shareholders through approximately $1.0 billion ¹⁰⁸ of share repurchases and approximately $1.2 billion ¹⁰⁹ of dividend payments. In November 2025, the Board of Directors authorized the purchase of up to 50 million shares ¹¹⁰, in addition to the authorization approved by the Board in March 2020 for the purchase of up to 60 million shares ¹¹¹, of which approximately 19.6 million shares ¹¹² remain available at September 30, 2025. The Board of Directors voted to increase the quarterly cash dividend to an annualized rate of $2.22 per share ¹¹³.

The Company's operations are subject to risks from changes in government regulations and policies in a large number of jurisdictions around the world, including those related to trade, investments, taxation, exchange controls and repatriation of earnings. The recent changes in U.S. trade policy involving the application or increase of tariffs and the subsequent retaliatory measures against the U.S. have created a dynamic environment that may have a material adverse impact on the Company's business. Increasing trade tensions and changes in trade policies have the potential to adversely impact the Company's costs, the demand for its products, its supply chain and the global economy. The Company's substantial sales both in the U.S. and abroad subject it to economic risk as its results of operations may be adversely affected by changes in government regulations and policies and currency fluctuations, with international sales representing 59 percent ¹¹⁴ of total sales in 2025.

The Company's operations, products and services are subject to various government regulations, including environmental regulations. Compliance with government regulations, including environmental regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company's capital expenditures, earnings or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon the Company and which could negatively impact its operating results. The Company's effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries with different statutory tax rates, as well as by changes in the local tax laws and regulations, or the interpretations thereof, including multiple, overlapping tax regimes enacted as part of the Organization for Economic Cooperation and Development proposals that implement a global minimum tax.

The Company operates in highly competitive markets and competes based on product performance, quality, service and/or price; some competitors have substantially greater sales, assets and financial resources than Emerson. The Company's operating results depend in part on continued successful research, development and marketing of new and/or improved products and services, and the Company may experience difficulties or delays in the research, development, production and/or marketing of new products and services which may negatively impact operating results. The Company's substantial sales both in the U.S. and abroad subject it to economic risk as results of operations may be adversely affected by changes in government regulations and policies, including trade restrictions or barriers, tariffs or taxes, and retaliatory countermeasures; international sales represented 59 percent ¹¹⁵ of total sales in 2025. The Company's recent portfolio transformation, including the purchase of the remaining outstanding shares of AspenTech for approximately $7.2 billion ¹¹⁶ and the acquisition of National Instruments at an equity value of $8.2 billion ¹¹⁷, has resulted in a narrower business focused on higher growth markets which may encounter more volatility and be more vulnerable to changing market conditions. The Company's total debt increased to $13,116 ¹¹⁸ as of September 30, 2025, and although the Company expects to retain its investment-grade long-term debt ratings, access to funding through the capital markets is essential to the execution of its business plan, and volatility in the capital markets may increase costs associated with issuing commercial paper or other debt instruments or affect the Company's ability to access those markets.

Management's message emphasizes the Company's transformation into a global automation leader through strategic portfolio actions, including the completion of the AspenTech acquisition, the National Instruments acquisition, and the divestiture of the Climate Technologies business. For fiscal year 2026, management provided specific quantitative guidance: consolidated net sales from continuing operations are expected to be up approximately 5.5 percent ¹¹⁹, with underlying sales up approximately 4 percent ¹²⁰, excluding a 1.5 percent ¹²¹ favorable impact from foreign currency translation; earnings per share are expected to be $4.73 to $4.93 ¹²²; adjusted earnings per share are expected to be $6.35 to $6.55 ¹²³; operating cash flow is expected to be $4.0 to $4.1 billion ¹²⁴; and free cash flow is expected to be $3.5 to $3.6 billion ¹²⁵. The strategic priorities emphasized for the period ahead include disciplined capital allocation to reduce net debt, returning approximately $2.2 billion ¹²⁶ to shareholders through share repurchases and dividends, and continuing to focus on higher growth markets including software, innovation and disruptive technologies. Management also highlighted the Company's expectation that its leverage and debt ratios will improve through disciplined capital allocation, which includes using a portion of its cash flows to reduce net debt.