EMR · EMERSON ELECTRIC CO

428 filings

8-K

EMR 8-K Current Reports

EMERSON ELECTRIC CO - 428 current reports

Filing record · 2016–202610-K1010-Q338-K163

Showing 1-50 of 428 filings

8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Oct 13, 2026)

Emerson Electric (EMR) disclosed a change in its accounting for defined benefit pension and other postretirement plans, effective for fiscal 2026. Actuarial gains and losses will now be recognized in earnings in the period they arise (mark-to-market accounting), instead of being deferred in accumulated other comprehensive income and amortized into future periods. The company will record the adjustment annually in fiscal Q4, based on the plans' September 30 measurement date. The change is applied retrospectively, and Exhibit 99.1 provides recast results for FY2024, FY2025, the nine months ended June 30, 2026, and the related quarters. The company describes this as a non-cash, non-segment item that does not affect cash flows, plan funded status, funding requirements, or benefits payable. The near-term earnings effect is small. Emerson expects a pretax mark-to-market gain of less than $5 million in fiscal Q4 2026, based on current assumptions. The nine months ended June 30, 2026 were increased by $8 million pretax ($6 million after tax, or $0.01 per diluted share). Neither amount was included in the previously announced fiscal 2026 outlook, and the filing states it does not reaffirm or update that outlook. Emerson will exclude the annual adjustment from adjusted EPS, so adjusted EBITA and adjusted EPS are largely unaffected in the recast presentation. The recast does change the historical GAAP profile: FY2025 pretax earnings from continuing operations fall $29 million to $2,905 million, while FY2024 pretax earnings rise $11 million to $2,031 million. For investors, the key takeaway is that this is primarily a reporting-methodology change with modest reported impact. Its main implication is greater period-to-period volatility in GAAP results, because the annual remeasurement will reflect discount rate moves, asset returns, and assumption changes. Investors should note that the adjustment will sit outside segment results and outside adjusted EPS, so comparability will depend on reconciling GAAP earnings to the adjusted measures. The filing is voluntary and unaudited, and it does not restate previously issued financial statements.

Oct 13, 2026 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Aug 4, 2026)

Emerson Electric (NYSE: EMR) reported fiscal third-quarter 2026 results for the quarter ended June 30, 2026, delivering strong top- and bottom-line growth and raising its full-year 2026 outlook. Net sales rose 7% to $4,873 million (6% underlying), underlying orders grew 7% led by Software & Systems, and GAAP EPS increased 24% to $1.28. Adjusted EPS rose 13% to $1.71, and adjusted segment EBITA margin expanded 140 bps to 28.5%. Operating cash flow of $1,425 million (up 34%) and free cash flow of $1,323 million (up 36%) were also well ahead of the prior year. Management raised its 2026 outlook, now guiding to adjusted EPS of roughly $6.55, operating cash flow of about $4.1 billion, and free cash flow of about $3.6 billion, with full-year underlying sales growth of approximate 3.5%. The quarter's GAAP results were helped by a one-time $82 million pretax benefit from IEEPA tariff refunds, which management excluded from adjusted EPS. Balance sheet activity was significant: cash rose to $2.18 billion, while short-term borrowings increased to $5.59 billion and long-term debt declined to $7.53 billion. Management is pivoting capital allocation toward shareholder returns, with the 2026 plan assuming roughly $2.2 billion returned via about $1 billion of buybacks and about $1.2 billion of dividends. The company also declared a quarterly dividend of $0.555 per share, payable September 10, 2026. Investors should note several cautionary items. Intangibles amortization and restructuring costs remain elevated, with Q3 restructuring of $99 million up from $41 million a year earlier, and Final Control restructuring rising sharply. Management also flagged an ongoing Middle East conflict as fluid, and the company continues to face currency and tariff exposure. Full-year underlying sales growth of ~3.5% is noticeably below the ~6% achieved in Q3, implying a slower Q4 at ~5% underlying, which investors should weigh against the strong quarter.

Aug 4, 2026 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

EMERSON ELECTRIC CO 8-K Report, Financial Results (May 5, 2026)

Emerson Electric (NYSE: EMR) reported fiscal second quarter 2026 results (quarter ended March 31, 2026) that were mixed: net sales rose 3% to $4,562 million, but underlying sales grew only 0.5% and underlying orders grew 5%. GAAP EPS increased 28% to $1.10, while adjusted EPS rose 4% to $1.54. Pretax margin expanded sharply to 17.4% from 14.2%, largely because acquisition/divestiture costs fell from $168 million to $10 million and interest and other items were reshaped, while adjusted segment EBITA margin contracted 40 basis points to 27.6%. Management attributed the sales shortfall to the Middle East conflict and described margins as exceeding expectations. The company updated its fiscal 2026 outlook, guiding to adjusted EPS of $6.45 to $6.55 (versus a prior framing not disclosed in this filing), net sales growth of about 4.5%, underlying sales growth of about 3%, and free cash flow of $3.5 to $3.6 billion. Management is pivoting capital allocation toward shareholder returns, planning roughly $2.2 billion in returns in 2026, including about $1 billion in share repurchases and $1.2 billion in dividends. The quarterly dividend was declared at $0.555 per share. Balance sheet metrics show short-term borrowings rising to $5.8 billion and long-term debt falling to $7.6 billion, and cash from operations fell 6% in the quarter, with free cash flow down 6% to $694 million. Separately, the board elected Jennifer G. Newstead, Apple's Senior Vice President and General Counsel and former Chief Legal Officer at Meta, as an independent director effective August 3, 2026, expanding the board to 11 members. She will join the Compensation and Corporate Governance and Nominating Committees and receive a pro rata RSU award valued at $95,000. For investors, the key items are the strong orders trend and margin performance against weak underlying sales, the reliance on a strong second half, and the heavier shift toward shareholder returns funded partly by short-term borrowings.

May 5, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Feb 13, 2026)

Emerson Electric Co. (EMR) has entered into a new $2 billion 364-Day Credit Facility, dated February 10, 2026, with a syndicate of major banks, including JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., and Goldman Sachs Bank USA. This unsecured facility, which expires on February 9, 2027, replaces a similar $3 billion facility that expired. Importantly, the company currently has no outstanding loans or letters of credit under this new facility and has no immediate intention to draw on it. The facility is intended to support general corporate purposes and serve as a liquidity backstop for the company's commercial paper borrowings, indicating a proactive approach to financial flexibility.

Feb 13, 2026 8-K

Shareholder Matters

EMERSON ELECTRIC CO 8-K Report, Shareholder Vote Results (Feb 6, 2026)

Emerson Electric Co. (EMR) filed an 8-K report detailing the results of its 2026 Annual Meeting of Shareholders held on February 3, 2026. The key outcomes include the overwhelming re-election of all three nominated directors and the approval of the company's executive compensation plan through a non-binding advisory vote. Additionally, shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2026, indicating confidence in the company's financial oversight and reporting. However, a significant outcome was the failure of a proposal to declassify the Board of Directors. This proposal, which required an 85% supermajority vote for approval, did not meet the necessary threshold, meaning the current classified board structure will remain in place. This result suggests a divergence of opinion among shareholders on corporate governance matters, specifically regarding board structure and director tenure.

Feb 6, 2026 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Feb 3, 2026)

Emerson Electric (EMR) reported first quarter fiscal 2026 results (quarter ended December 31, 2025) that were broadly in line on sales and ahead of expectations on profitability, while updating its full-year fiscal 2026 outlook. Net sales rose 4% to $4,346 million, with underlying sales growth of 2% after currency and acquisition/divestiture effects. Underlying orders grew 9%, marking a fourth consecutive quarter of strong underlying orders growth, led by the Software & Systems segment (Test & Measurement grew 14% reported). GAAP EPS rose 5% to $1.07 and adjusted EPS rose 6% to $1.46. Margins compressed: GAAP pretax margin fell 80 bps to 17.8%, and adjusted segment EBITA margin fell 30 bps to 27.7%, with higher interest expense ($90 million vs. $8 million) following the company's debt activity. Cash generation weakened in the quarter. Operating cash flow declined 10% to $699 million and free cash flow fell 13% to $602 million, driven by higher working capital investment. Total debt rose to about $13.4 billion, with short-term borrowings and current maturities of $5.8 billion, up from $4.8 billion at September 30, 2025. Management pivoted capital allocation toward shareholder returns, with a 2026 outlook assuming about $2.2 billion returned: roughly $1.0 billion in share repurchases and $1.2 billion in dividends. Q1 share repurchases were $250 million, versus $899 million a year earlier. Full-year fiscal 2026 guidance calls for net sales growth of about 5.5% (underlying growth of about 4%), adjusted EPS of $6.40 to $6.55, operating cash flow of $4.0 to $4.1 billion, and free cash flow of $3.5 to $3.6 billion. Q2 guidance calls for adjusted EPS of $1.50 to $1.55 and underlying sales growth of 1% to 2%. Investors will likely focus on whether the strong orders momentum converts into sales acceleration in the back half, whether margins recover, and how the elevated debt load and buyback program are financed.

Feb 3, 2026 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Nov 20, 2025)

Emerson Electric (EMR) filed an 8-K on November 20, 2025 to announce a reorganization of its reportable segments, effective fiscal 2026, following the completion of its multi-year transformation. Emerson will now report five segments (Control Systems & Software, Test & Measurement, Sensors, Final Control, and Safety & Productivity), grouped into two larger reporting categories: Software & Systems (Control Systems & Software plus Test & Measurement) and Intelligent Devices (Sensors plus Final Control). Programmable automation controllers move into Control Systems & Software, while the fluid & motion control business and electrical equipment and materials joining businesses move from the former Discrete Automation segment into Final Control and Safety & Productivity, respectively. The filing is a presentation change rather than a change in reported financials; the supplemental unaudited history (FY2021 to FY2025) in Exhibit 99.1 is provided to help investors compare results on the new basis and is explicitly not a restatement. The recast data shows the economic profile of the new structure. In FY2025, Software & Systems generated about $5.8 billion in sales and $1.78 billion of Adjusted EBITA (30.6% margin), up from $1.46 billion (26.5%) in FY2024, with Control Systems & Software alone reaching a 32.4% Adjusted EBITA margin. Intelligent Devices produced about $10.1 billion in sales and $2.74 billion of Adjusted EBITA (27.2% margin), while Safety & Productivity reported roughly $2.1 billion in sales with a 21.5% Adjusted EBITA margin, with sales declining for a second consecutive year. Test & Measurement (NI) has been a drag on GAAP earnings, with losses in FY2024 and FY2025 driven by heavy amortization and restructuring, a pattern the new disclosure makes visible for the first time. For investors, the key takeaway is that the reorganization gives clearer visibility into the software and automation franchises (DeltaV, Ovation, AspenTech, NI) and the more cyclical hardware and safety businesses. The filing also highlights that the transformation is complete, which signals management's shift toward a more software-weighted portfolio with higher margins. Investors should note that the historical figures are unaudited, that non-GAAP measures such as Adjusted EBITA are used, and that forward-looking risks such as tariffs, FX, market demand, and the Russia-Ukraine conflict remain relevant.

Nov 20, 2025 8-K

Leadership Changes

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Nov 14, 2025)

Emerson Electric Co. (EMR) announced on November 13, 2025, through an 8-K filing, that its Compensation Committee approved the grant of special, performance-based stock options to its CEO, Lal Karsanbhai, and COO, Ram Krishnan. These awards are designed to incentivize and reward the continued success of Emerson's strategic transformation towards automation and software-defined technology, which has positioned the company for higher growth and resilience. The structure of these stock options is notable, with 80% granted at a significant premium to the current market price. This implies that Messrs. Karsanbhai and Krishnan will only realize substantial value from these awards if Emerson's stock price appreciates considerably, thereby aligning their long-term interests directly with those of shareholders and reinforcing the company's pay-for-performance philosophy. The awards vest over five years, subject to continued employment and other standard conditions.

Nov 14, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Nov 5, 2025)

Emerson Electric (EMR) reported fiscal Q4 and full-year 2025 results (year ended September 30, 2025) and issued initial fiscal 2026 guidance. Q4 net sales rose 5% reported and 4% underlying to $4.855B, with underlying orders up 4%. Full-year net sales reached $18.016B (+3% reported and underlying). Profitability improved meaningfully: full-year adjusted segment EBITA margin expanded 160 bps to 27.6%, GAAP pretax margin rose to 16.3% from 11.5% (largely because the prior year absorbed Copeland note loss, inventory step-up and other one-time items), and adjusted EPS grew 9% to $6.00. GAAP EPS from continuing operations rose 43% to $4.03. Cash generation was strong, with free cash flow up 12% to $3.245B. The more significant capital allocation shift is the pivot to shareholder returns. The Board authorized a new repurchase program of up to 50 million shares, on top of roughly 20 million shares remaining under the 2020 authorization. The 2026 outlook assumes about $2.2B returned to shareholders, comprising roughly $1.0B of buybacks and $1.2B of dividends, and the quarterly dividend is raised 5% to $0.555. The balance sheet shows the effects of the AspenTech buy-in: cash fell to $1.5B, short-term debt rose to $4.8B, and noncontrolling interests dropped from $5.9B to nearly zero after the $7.2B purchase. Total equity declined to $20.3B. Fiscal 2026 guidance calls for net sales growth of about 5.5% (about 4% underlying), adjusted EPS of $6.35 to $6.55 and GAAP EPS of $4.73 to $4.93, with free cash flow of $3.5B to $3.6B. Management highlighted mid-single-digit underlying orders growth for three consecutive quarters and the completion of AspenTech and Test & Measurement integration, with $200M of run-rate cost synergies targeted. Investors should note that the 2026 outlook depends on sustained order momentum, and that the Test & Measurement and Control Systems & Software segments drove much of the recent margin expansion.

Nov 5, 2025 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Aug 6, 2025)

Emerson reported fiscal third-quarter 2025 results (quarter ended June 30, 2025) that were strong on the bottom line and cash generation, while top-line growth was modest. Net sales rose 4% to $4,553 million, with underlying sales up 3% and underlying orders up 4%. GAAP EPS nearly doubled-plus-to $1.03 from $0.60 (up 72%), but this was flattered by the absence of the prior-year $279 million Copeland note receivable loss; adjusted EPS grew 6% to $1.52. Adjusted segment EBITA margin was flat at 27.1%, and operating cash flow ($1,062 million) and free cash flow ($970 million) were essentially unchanged year over year. The company raised its full-year 2025 outlook on earnings and cash flow. Adjusted EPS guidance is now about $6.00 and GAAP EPS about $4.08, with operating cash flow raised to roughly $3.6 billion and free cash flow to roughly $3.2 billion. Net and underlying sales growth guidance is about 3.5% for the year, reflecting improved pricing as tariff exposure has declined. Emerson also declared a quarterly dividend of $0.5275 per share. The balance sheet reflects the AspenTech transaction: Emerson completed the buy-in of AspenTech's noncontrolling interest (roughly $7.2 billion in financing outflows in the nine months) and funded it with new debt and commercial paper. Short-term borrowings and current debt rose to $5.95 billion from $0.53 billion, cash fell to $2.2 billion, and noncontrolling interests dropped from $5.9 billion to essentially zero. Software and Control performance was the standout, with Control Systems & Software adjusted margin reaching 35.9%, while Test & Measurement's GAAP results were weighed down by amortization and acquisition-related costs. Investors will want to watch refinancing of the near-term debt maturities and whether the software segment's momentum sustains.

Aug 6, 2025 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (May 7, 2025)

Emerson reported fiscal Q2 2025 (quarter ended March 31, 2025) results with net sales up 1% to $4,432M and underlying sales up 2%, while underlying orders grew 4%. Adjusted segment EBITA margin expanded 200 bps to 28.0%, and adjusted EPS rose 9% to $1.48. GAAP EPS fell 9% to $0.86, reflecting AspenTech transaction costs, discrete taxes, and lower intangibles amortization offsets. Operating cash flow rose 13% to $825M and free cash flow rose 14% to $738M. The quarter marked the close of Emerson's portfolio transformation: the AspenTech buy-in was completed March 12, 2025, eliminating noncontrolling interests (which fell from $5,873M to $17M on the balance sheet). Management also concluded its strategic review of Safety & Productivity and decided to retain the segment. The funding of the buy-in is visible in the balance sheet, with short-term borrowings jumping to $6,187M and cash falling to $1,887M from $3,588M at September 30, 2024. FY2025 guidance changes are mixed: net sales growth is raised to ~4%, adjusted EPS is raised to $5.90–$6.05, but GAAP EPS is lowered to $4.05–$4.20 due to transaction-related costs. Operating cash flow guidance is set at $3.5–$3.6B and free cash flow at $3.1–$3.2B, after roughly $0.2B of transaction-related headwinds. The company expects to return about $2.3B to shareholders in FY2025 through $1.1B of buybacks and $1.2B of dividends.

May 7, 2025 8-K

Leadership Changes

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Mar 12, 2025)

Emerson Electric Co. (EMR) announced a change in its Board of Directors with the resignation of Leticia Gonçalves Lourenco, effective March 10, 2025. This resignation is in accordance with the company's corporate governance principles, stemming from a change in her principal occupation and company affiliation. While this is a routine governance event, investors should monitor any implications or necessary adjustments related to board oversight and strategic direction, although no immediate impact is suggested by the filing. The departure does not appear to be performance-related but rather a consequence of external professional changes for Ms. Lourenco. Emerson Electric maintains its commitment to corporate governance standards, and the Board has accepted the resignation. Investors should review the company's proxy statements for information on future board composition and director nominations.

Mar 12, 2025 8-K

Other Events

EMERSON ELECTRIC CO 8-K Report, Corporate Update (Mar 12, 2025)

Emerson Electric Co. (EMR) has successfully completed its acquisition of Aspen Technology, Inc. (AspenTech) on March 12, 2025. This follows the tender offer that commenced on February 10, 2025, where Emerson's subsidiary, Emersub CXV, Inc., offered to purchase all outstanding shares of AspenTech for $265 per share in cash. The tender offer successfully garnered significant shareholder support, with approximately 72% of outstanding shares being validly tendered and accepted for payment. The completion of the tender offer paved the way for a subsequent merger, where AspenTech became the surviving corporation. All remaining eligible AspenTech shares were converted into the right to receive the same $265 per share cash payment. This strategic acquisition marks a significant development for Emerson, integrating AspenTech's capabilities and expanding its market presence.

Mar 12, 2025 8-K

Material AgreementsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Mar 10, 2025)

Emerson Electric Co. (EMR) filed an 8-K on March 10, 2025, to announce an amendment to its merger agreement with Aspen Technology, Inc. (AspenTech). The primary purpose of this filing is to formally extend the initial expiration date of the tender offer for AspenTech shares. This extension, now set for March 11, 2025, is a procedural step to accommodate the ongoing regulatory review and satisfaction of closing conditions related to the proposed acquisition. Investors should note that this is an extension of the existing offer terms, not a change in the acquisition price or fundamental deal structure. The filing clarifies the conditions under which further extensions can occur, including SEC comment resolution, satisfaction of offer conditions, and a potential request from AspenTech for a short, ten-business-day extension. The maximum extension date is noted as April 26, 2025. This update suggests the transaction is progressing, albeit with a slight delay in its finalization timeline due to standard regulatory processes.

Mar 10, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Mar 4, 2025)

Emerson Electric Co. (EMR) announced the successful completion of a significant debt offering on March 4, 2025, raising a total of approximately $1.537 billion (equivalent) through the issuance of three tranches of notes: €500 million of 3.000% Notes due 2031, €500 million of 3.500% Notes due 2037, and $500 million of 5.000% Notes due 2035. The net proceeds from this offering are earmarked for general corporate purposes, repayment of existing commercial paper, and importantly, to partially fund the proposed acquisition of Aspen Technology, Inc. (AspenTech). While the offering provides substantial capital, investors should note the contingent nature of the AspenTech acquisition, with the company stating there can be "no assurance" that the transaction will be completed. This debt issuance represents a strategic move by Emerson to secure financing for its growth initiatives, including a major acquisition, while managing its existing debt obligations. The varying interest rates and maturity dates reflect different market conditions and financing strategies for the company.

Mar 4, 2025 8-K

Material AgreementsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Feb 28, 2025)

Emerson Electric Co. (EMR) announced on February 27, 2025, that it has successfully entered into agreements for a substantial debt offering, raising a total of €1 billion and $500 million. This issuance includes €500 million of 3.000% Notes due 2031 and €500 million of 3.500% Notes due 2037, along with $500 million of 5.000% Notes due 2035. The net proceeds from these offerings are estimated to be approximately $1,536.7 million and are earmarked for general corporate purposes, repayment of commercial paper, and importantly, to fund a portion of the acquisition costs related to its proposed acquisition of Aspen Technology, Inc. (AspenTech). The company is actively seeking to list these new notes on the New York Stock Exchange. The closing of these offerings is expected on March 4, 2025, and is not contingent on the completion of the AspenTech transaction, although there is no assurance that the AspenTech acquisition will be completed. This debt issuance provides Emerson with significant capital flexibility for its strategic objectives and operational needs.

Feb 28, 2025 8-K

Material AgreementsFinancial EventsOther Events

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Feb 14, 2025)

Emerson Electric Co. (EMR) has filed an 8-K report detailing the establishment of a new $3 billion 364-day credit facility, effective February 11, 2025. This unsecured facility, with a maturity date of February 10, 2026, is intended to serve as a liquidity backstop for general corporate purposes, including potential expansion of commercial paper borrowings. Notably, the facility is currently undrawn and the company has no immediate plans for borrowing, but it is positioned to support the anticipated financing for Emerson's ongoing tender offer to acquire the remaining shares of Aspen Technologies, Inc. that it does not already own. Additionally, the report confirms the recent effectiveness of an amendment to Emerson's Restated Articles of Incorporation, approved by shareholders on February 4, 2025. This amendment modifies the supermajority voting requirements for changes to preferred stock terms and became effective on February 10, 2025. While the credit facility is the primary financial development, the shareholder-approved amendment addresses corporate governance, indicating a proactive approach to structural adjustments.

Feb 14, 2025 8-K

Shareholder MattersExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Shareholder Vote Results (Feb 7, 2025)

This 8-K filing from Emerson Electric Co. (EMR) reports the final results of their 2025 Annual Meeting of Shareholders held on February 4, 2025. Key outcomes include the re-election of all four director nominees with strong shareholder support, and the approval of the company's executive compensation plan on a non-binding advisory basis. Additionally, the shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 and approved the 2025 Employee Stock Purchase Plan. The filing also details the outcomes of several proposed amendments to the company's Articles of Incorporation, notably the failure to approve proposals aimed at declassifying the Board of Directors and reducing certain supermajority voting requirements, although one amendment concerning preferred stock was approved.

Feb 7, 2025 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Feb 5, 2025)

Emerson's fiscal Q1 2025 (quarter ended December 31, 2024) showed modest top-line growth with strong profit and cash conversion. Net sales rose 1% to $4,175 million, and underlying sales grew 2%. Underlying orders grew 1%. Adjusted segment EBITA margin expanded 340 bps to 28.0%, and adjusted EPS rose 13% to $1.38, ahead of management's expectations for incremental margins and EPS. Free cash flow nearly doubled to $694 million from $367 million. GAAP EPS of $1.02 versus $0.29 is not a like-for-like improvement, because the prior-year quarter absorbed about $0.38 of acquisition-related inventory step-up and about $0.12 of restructuring costs. The GAAP comparison is also distorted by AspenTech consolidation and lower amortization. Management reiterated its full-year 2025 underlying sales growth guidance of 3% to 5% and its adjusted EPS guidance of $5.85 to $6.05, and it expects free cash flow of $3.2 to $3.3 billion. Its Q2 outlook calls for underlying sales growth of 1% to 2% and adjusted EPS of $1.38 to $1.42. Management attributed the outlook to resilient process and hybrid end markets and an expected second-half recovery in discrete markets. Guidance excludes recently announced portfolio transactions involving AspenTech and Safety & Productivity, which are an important variable for investors to track. Capital returns are also significant, with about $3.2 billion planned for 2025, including $2.0 billion of buybacks and $1.2 billion of dividends. In the quarter, Emerson repurchased $899 million of stock and cash declined to $2.8 billion, while total debt rose to about $7.6 billion from $7.7 billion.

Feb 5, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Jan 27, 2025)

On January 26, 2025, Emerson Electric (EMR) signed a definitive Agreement and Plan of Merger to acquire all AspenTech (AZPN) shares it does not already own, via an all-cash tender offer at $265.00 per share followed by a merger (Section 251(h) DGCL). Emerson already owns roughly 57% of AspenTech. The transaction values the minority stake at about $7.2 billion, the total company at a fully diluted equity value of $17.0 billion, and enterprise value at $16.8 billion. Emerson expects to fund the deal with cash on hand and debt financing, and the companies expect closing in the first half of calendar 2025. The deal is structured with protections for minority holders. A special committee of three independent, disinterested AspenTech directors, advised by Qatalyst Partners and Citi, unanimously recommended it, and the full AspenTech board approved it. The offer carries a non-waivable Unaffiliated Tender Condition requiring a majority of unaffiliated shares to be tendered. The tender offer must stay open at least 20 business days, can be extended to no later than April 26, 2025 absent AspenTech consent, and AspenTech would owe Emerson a $221 million termination fee in specified circumstances, including a change in the special committee's recommendation. For Emerson investors, this is a capital allocation decision that consolidates a majority-owned software subsidiary and advances its software-defined control strategy, at the cost of additional debt and cash. The filing itself does not disclose the financial impact on Emerson's earnings or balance sheet, and the forward-looking risk factors center on tender participation, regulatory approvals, and integration.

Jan 27, 2025 8-K

Other EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Corporate Update (Nov 5, 2024)

On November 5, 2024, Emerson (NYSE: EMR) disclosed three coordinated actions in the final phase of its portfolio transformation toward automation. First, it submitted a non-binding proposal to acquire the ~43% of AspenTech (NASDAQ: AZPN) it does not already own for $240 per share in cash, implying a fully diluted equity value of about $15.3 billion and an enterprise value of about $15.1 billion. The proposal is conditioned on a special committee of independent directors recommending the deal and on a non-waivable majority-of-the-minority tender, consistent with the Kahn v. M&F Worldwide framework. The price represents a 35% premium to AspenTech's undisturbed price of $177.84 on August 6, 2024, and an 8% premium to its 52-week high of $221.94 through that date. Management frames the price as roughly 29x consensus FY2025 Adjusted EBITDA, and says the deal would be neutral to Adjusted EPS in fiscal 2025 once synergies are realized. Second, Emerson launched a review of strategic alternatives, including a cash sale, for its Safety & Productivity segment. That segment generated about $1.4 billion of FY2024 sales at a 24.5% Adjusted Segment EBITA margin, and management describes it as non-core to the automation strategy. Third, Emerson plans to repurchase roughly $2.0 billion of common stock in fiscal 2025, with about $1.0 billion expected in fiscal Q1. Management says this lifts total capital returned to about 100% of guided free cash flow. Assuming the transactions close, Emerson expects net leverage below 2x by the end of fiscal 2025 and plans to maintain its A2/A credit ratings. For investors, the key point is that none of these actions is definitive. The filing states there is no assurance on timing, terms, or completion of any transaction, and no legal obligation arises until definitive documents are signed. The AspenTech proposal's value to Emerson depends on special committee approval and a majority-of-the-minority tender, and the S&P divestiture has no set timetable. The buyback, by contrast, is a stated capital allocation commitment. Investors should also note that AspenTech's share price has risen about 34% since August 6, and the proposal's premium is measured against a pre-speculation baseline.

Nov 5, 2024 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Nov 5, 2024)

Emerson reported fiscal fourth-quarter and full-year 2024 results (year ended September 30, 2024) that were strong on the top line and adjusted profitability but weak on a GAAP basis. Full-year net sales rose 15% to $17.5 billion, with underlying growth of 6%, supported largely by the Test & Measurement acquisition, which contributed $1.46 billion of sales. Underlying orders grew 2% in both the quarter and the year. Adjusted segment EBITA margin expanded 100 basis points to 26.0%, and adjusted EPS rose 24% to $5.49. Management cited $100 million of Test & Measurement synergies realized in the first year. GAAP results were materially weaker. Full-year GAAP EPS from continuing operations fell 29% to $2.82, and pretax earnings dropped to $2.02 billion from $2.90 billion, reflecting $1.27 billion of intangibles amortization (up from $678 million), a $279 million loss on the Copeland note receivable, and a $231 million inventory step-up charge. Fourth-quarter GAAP EPS fell 29% to $0.97 while adjusted EPS rose 15% to $1.48. Cash generation was strong, with operating cash flow up 22% to $3.32 billion and free cash flow up 23% to $2.90 billion. Cash and equivalents declined to $3.6 billion from $8.1 billion after roughly $8.3 billion of acquisition spending. For fiscal 2025, Emerson guided to net sales growth of 3.5% to 5.5%, underlying growth of 3% to 5%, adjusted EPS of $5.85 to $6.05, GAAP EPS of $4.42 to $4.62, operating cash flow of $3.6 to $3.7 billion, and free cash flow of $3.2 to $3.3 billion. The outlook excludes the proposed portfolio transactions announced the same day, which are not described in this filing. The company also raised its quarterly dividend to $0.5275 per share and plans about $2.0 billion of share repurchases in fiscal 2025.

Nov 5, 2024 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Aug 7, 2024)

Emerson Electric (NYSE: EMR) reported fiscal Q3 2024 results (quarter ended June 30, 2024) that were mixed on the headline but solid on the operating metrics that matter most for the core business. Reported net sales rose 11% to $4,380M, with underlying sales up 3% and underlying orders up 3%. Adjusted segment EBITA margin expanded 20 bps to 27.1%, and adjusted EPS grew 11% to $1.43, both ahead of management's expectations. Free cash flow increased 27% to $975M, and management reaffirmed a strong operating profile led by Measurement & Analytical, Control Systems & Software, and AspenTech. The quarter's GAAP picture was distorted by a $279M pretax loss on the Copeland note receivable, a surge in intangibles amortization ($313M versus $169M a year earlier, largely from the NI acquisition), and higher restructuring costs, which pushed GAAP EPS from continuing operations down 46% to $0.60. The bigger strategic event is Emerson's decision to completely exit its Copeland joint venture. The Copeland note receivable was sold on August 2, 2024 for $1.9B in pretax cash, and the sale of the 40% equity stake to Blackstone-managed funds ($1.5B pretax) is expected to close by the end of August. Together, the roughly $2.9B of after-tax proceeds is earmarked for debt paydown, and both transactions are expected to produce a net pretax gain of about $0.2B. Copeland equity results will be reported as discontinued operations beginning in Q3 2024, which simplifies the go-forward profile toward automation. Management also raised its full-year reported net sales growth outlook to roughly 15% (reflecting the NI and Test & Measurement acquisitions) and guided adjusted EPS to $5.45-$5.50, with free cash flow of about $2.8B. Investors should note that underlying sales growth guidance is only about 6%, and that a large share of reported growth comes from acquisitions rather than organic demand. Overall, the filing shows an operating business improving its margins and cash generation while management executes a balance-sheet-strengthening portfolio simplification. Near-term GAAP earnings will remain noisy because of acquisition amortization, restructuring, and one-time Copeland items, so investors should focus on adjusted EBITA, underlying orders, and free cash flow trends.

Aug 7, 2024 8-K

Material AgreementsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Jun 6, 2024)

Emerson Electric Co. (EMR) has filed an 8-K report detailing significant divestiture activities concerning its interest in Copeland. The company has entered into two material definitive agreements: a Note Purchase Agreement (NPA) and a Unit Purchase Agreement (UPA). These agreements collectively represent a substantial transaction that will see Emerson divest its remaining 40% equity interest in Copeland to BCP Emerald Aggregator L.P., an affiliate of Blackstone Inc. This transaction is structured to generate significant cash proceeds for Emerson. Specifically, the UPA transaction is expected to yield $1.5 billion in cash from the sale of Emerson's equity interest in Copeland, reducing its stake to zero. Concurrently, through the NPA, Emerson will receive an additional $1.9 billion in cash from the repurchase of senior unsecured notes by Issuer, a subsidiary of Copeland. The total cash inflow from these two transactions is anticipated to be approximately $3.4 billion. The consummation of these deals is subject to customary closing conditions, including regulatory approvals, with a target completion date by December 31, 2024.

Jun 6, 2024 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

EMERSON ELECTRIC CO 8-K Report, Financial Results (May 8, 2024)

Emerson Electric (NYSE: EMR) reported fiscal second-quarter 2024 results (quarter ended March 31, 2024) with net sales up 17% reported and 8% underlying to $4.376 billion, and Adjusted EPS up 25% to $1.36 versus $1.09 a year earlier. Growth was heavily shaped by portfolio changes: the acquisition of National Instruments (reflected in the new Test & Measurement segment) and the consolidation of AspenTech, which together added roughly 10 points of acquisition-driven growth to Emerson's total sales. Underlying orders declined 1%, but management said this was in line with its low-single-digit growth expectations for the first half of fiscal 2024. Adjusted segment EBITA margin expanded 140 bps to 26.0%, led by Intelligent Devices and the Measurement & Analytical business, though GAAP pretax margin compressed 210 bps to 14.9% due to heavier intangibles amortization ($322 million vs. $168 million), a loss on the Copeland equity-method investment, and a loss on a business divestiture. GAAP EPS fell 5% to $0.87 because of these non-cash and one-time charges, while operating cash flow rose 32% to $757 million and free cash flow to $675 million. The balance sheet shows a significant shift: cash fell from $8.05 billion to $2.32 billion and goodwill and intangibles rose sharply, reflecting the cash-funded NI acquisition (about $8.3 billion in purchases of businesses in the six-month period), with short-term borrowings increasing to $3.16 billion. Management raised its underlying sales growth outlook to 5.5%-6.5% for fiscal 2024 and guided Adjusted EPS to $5.40-$5.50, while reported net sales growth guidance is 15%-16%. The company also declared a quarterly dividend of $0.525 per share and separately announced that Exelon CEO Calvin Butler will join the board effective August 1, 2024. For investors, the key takeaways are the strong margin and cash-flow execution and the raised underlying growth outlook, weighed against soft underlying orders, a substantially more leveraged balance sheet and the dilutive effect of acquisition-related amortization on GAAP earnings. Because much of the headline growth is inorganic, investors should focus on underlying sales, orders trends and free cash flow conversion when evaluating the company's organic momentum.

May 8, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Feb 9, 2024)

Emerson Electric Co. (EMR) filed an 8-K on February 9, 2024, detailing the outcomes of its 2024 Annual Meeting of Shareholders held on February 6, 2024. The most significant outcomes for investors include the approval of the 2024 Equity Incentive Plan, which is a standard mechanism for incentivizing and retaining key talent. Additionally, shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024, reinforcing corporate governance and audit oversight.

Feb 9, 2024 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Feb 7, 2024)

Emerson reported first quarter fiscal 2024 results (quarter ended December 31, 2023) with net sales up 22% to $4,117 million, though this headline growth is largely inorganic. Underlying sales grew 10% and underlying orders rose 4%, driven by the NI (now Test & Measurement) acquisition, which contributed roughly 46 points of Software and Control growth. Adjusted EPS rose 56% to $1.22, ahead of management's expectations, and adjusted segment EBITA margin expanded 190 bps to 24.6%. GAAP results were much weaker: GAAP EPS fell 55% to $0.25, pretax margin compressed to 3.4% from 12.5%, and pretax earnings dropped to $139 million, driven by a $274 million intangibles amortization charge, $231 million of acquisition-related inventory step-up, $130 million of acquisition/divestiture costs, and a $36 million Copeland equity loss. Emerson raised its fiscal 2024 outlook: reported net sales growth is now guided to 14.5%-17.0% and underlying sales growth to 4.5%-6.5%, with adjusted EPS guided to $5.30-$5.45 and free cash flow to $2.6-$2.7 billion. The company expects to return roughly $500 million through buybacks and about $1.2 billion through dividends. Management highlighted the Test & Measurement segment's strong start and an accelerated synergy plan. The balance sheet reflects the NI acquisition: cash fell to $2.1 billion from $8.1 billion, short-term borrowings rose to $3.2 billion, and goodwill and intangibles increased substantially, leaving investors to monitor leverage and integration execution. For investors, the key takeaways are solid underlying demand and margin expansion on an adjusted basis, a raised adjusted EPS outlook, and the need to look past GAAP noise from purchase accounting. Sustained execution on NI integration, Test & Measurement margins, and conversion of the higher amortization-heavy earnings base into cash will determine whether the guidance is achieved.

Feb 7, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Nov 30, 2023)

Emerson Electric (EMR) disclosed on November 30, 2023 a planned leadership transition in its legal function. Sara Y. Bosco, Senior Vice President, Secretary and Chief Legal Officer, will retire effective December 31, 2023, after roughly 18 years with the company. She entered a letter agreement with Emerson on November 28, 2023, under which she continues to receive her base salary and certain benefits through her retirement date. She also keeps eligibility for full payout of earned awards under the Fiscal 2022-2024 and Fiscal 2023-2025 Performance Shares Programs, subject to achievement of the performance objectives, plus pension and retirement savings plan distributions under the plans' terms. The agreement includes a four-year non-compete and non-solicitation covenant, confidentiality and non-disparagement obligations, a general release of claims, and continued subjection to the company's clawback policy. If she breaches the agreement, she forfeits payments and must repay one-half of the economic value of benefits provided before the breach. Michael Tang, currently Senior Vice President, General Counsel and Secretary of Agilent Technologies, will succeed her as Senior Vice President, Secretary and Chief Legal Officer effective January 1, 2024. He will join the Office of the Chief Executive and relocate to St. Louis. The filing does not disclose compensation terms for Tang or the dollar value of Bosco's retirement benefits, and the transition is not expected to affect reported financial results. For investors, this is a routine, orderly succession with a planned handover, though the filing gives no information on operational or financial impact.

Nov 30, 2023 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Nov 7, 2023)

Emerson Electric (NYSE: EMR) reported fourth-quarter and full-year fiscal 2023 results (fiscal year ended September 30, 2023) and issued initial fiscal 2024 guidance. Q4 net sales rose 5% to $4.09B, with underlying sales up 5%, and full-year net sales grew 10% to $15.17B, with underlying sales also up 10%. Profitability improved sharply: Q4 adjusted segment EBITA margin expanded 80 bps to 25.5%, full-year adjusted segment EBITA margin rose 220 bps to 25.0%, and full-year adjusted EPS grew 22% to $4.44. GAAP EPS from continuing operations was $3.72 for the year, though reported earnings were heavily affected by the Copeland transaction, which generated a large gain on the subordinated interest and a large discontinued operations gain, pushing full-year GAAP diluted EPS to $22.88 including discontinued operations. Cash generation was strong, with full-year operating cash flow of $2.73B (up 33%) and free cash flow of $2.36B (up 35%). The balance sheet was transformed: cash rose to $8.05B from $1.80B, total assets increased to $42.7B, and the company received a Copeland note receivable and equity investment valued at $3.26B. Management also highlighted the closing of the National Instruments (NI) acquisition on October 11, 2023, which positions Emerson as an automation leader. NI is excluded from fiscal 2023 results and will be reported as a new Test & Measurement segment beginning in Q1 2024. For fiscal 2024, Emerson guided to net sales growth of 13% to 15.5% and underlying sales growth of 4% to 6%, with adjusted EPS of $5.15 to $5.35 and free cash flow of $2.6B to $2.7B. Guidance includes approximately $500 million in share repurchases and about $1.2 billion in dividends. Investors should note that acquisition-related amortization and the NI deal will weigh on GAAP EPS, the guided underlying growth is considerably lower than the fiscal 2023 pace, and AspenTech's contribution and the Copeland equity loss remain notable swing factors.

Nov 7, 2023 8-K

Other Events

EMERSON ELECTRIC CO 8-K Report, Corporate Update (Oct 11, 2023)

Emerson Electric Co. (EMR) has announced the successful completion of its acquisition of National Instruments Corporation (NATI) on October 11, 2023. The transaction, structured as a merger, saw National Instruments survive as a wholly owned subsidiary of Emerson. This strategic move aims to bolster Emerson's portfolio and expand its market reach. Investors should note that all outstanding shares of National Instruments common stock were converted into the right to receive $60.00 in cash per share. This cash consideration was paid to NATI shareholders, excluding certain treasury shares and shares held by dissenting shareholders who exercised appraisal rights. The completion of this merger marks a significant development for Emerson, integrating National Instruments' capabilities into its existing operations. The $60.00 per share cash payout represents the total consideration for NATI shareholders and the culmination of a previously announced agreement. This acquisition is expected to be accretive to Emerson's earnings and is a key part of the company's strategy for growth and value creation. Further details regarding the financial impact and integration plans will likely be disclosed in future filings.

Oct 11, 2023 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Aug 2, 2023)

Emerson Electric (EMR) reported fiscal third-quarter 2023 results (quarter ended June 30, 2023) and raised its full-year 2023 outlook for continuing operations. Net sales rose 14% reported to $3,946 million, with underlying sales up 14% and underlying orders up 3%. Pretax earnings more than doubled to $761 million (19.3% margin, up 840 bps), while adjusted segment EBITA grew 31% to $1,060 million, with margin expanding 370 bps to 26.9%. GAAP EPS of $1.03 (continuing operations) and adjusted EPS of $1.29 (up 40%) both improved sharply. Operating cash flow was $842 million and free cash flow $769 million, up 76% and 83% respectively. Note that GAAP diluted EPS of $16.28 in the quarter reflects a large gain from discontinued operations, which is primarily the Copeland transaction, and should not be read as recurring earnings. Full-year 2023 guidance was raised: adjusted EPS is now $4.40-$4.45, GAAP EPS $3.54-$3.59, underlying sales growth about 10%, operating cash flow $2.5-$2.6 billion, and free cash flow $2.2-$2.3 billion. Balance sheet changes are substantial: cash rose to about $9.96 billion from $2.53 billion a year earlier, total debt fell, and common stockholders' equity rose to $20.5 billion, reflecting the Copeland proceeds. The company returned $2 billion through Q1 share repurchases and paid roughly $1.2 billion in dividends in 2023, and declared a quarterly dividend of $0.52 per share. Management emphasized the strength of its automation portfolio and end-market exposure to energy security, decarbonization, digital transformation, and nearshoring. Investors should weigh the strong operating momentum against the pending National Instruments transaction, AspenTech's rising contribution, and the one-time nature of the discontinued-operations gains when assessing the quarter.

Aug 2, 2023 8-K

Acquisitions & DispositionsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Acquisition Completed (Jun 2, 2023)

On May 31, 2023, Emerson completed the transfer of its Climate Technologies business into a new standalone joint venture (JV NewCo, to be named Copeland) with funds managed by affiliates of Blackstone, in a transaction valued at $14.0 billion. Emerson received approximately $9.7 billion in upfront pre-tax cash proceeds and a $2.25 billion senior unsecured note issued by a subsidiary of JV NewCo, which accrues 5% interest payable in kind. Emerson retains a 40% non-controlling common equity interest in JV NewCo, while Blackstone's BCP Emerald holds 60% of the common equity and $2 billion of convertible preferred equity. The filing's unaudited pro forma statements show the transaction's accounting effect. Pro forma diluted EPS from continuing operations for the six months ended March 31, 2023 is $1.82, versus $1.48 as reported, and pro forma diluted EPS for FY2022 is $3.81, versus $5.41 as reported. The gap reflects removal of Climate Technologies operating results, which is partly offset by assumed interest income on the undeployed proceeds and the related-party note. Management notes that Emerson will no longer consolidate Copeland, so its 40% share of Copeland's post-close results will flow through Other deductions, and Emerson cannot estimate that share at this time. The pro forma balance sheet adds roughly $14.0 billion to total assets, including about $9.7 billion of cash, and reflects an estimated $1.7 billion of income taxes payable on the gain, which will be recorded in discontinued operations. The pro forma interest income assumes the proceeds are undeployed, but Emerson expects to use them to fund its pending acquisition of National Instruments (announced April 12, 2023, expected to close in the first half of fiscal 2024, subject to regulatory and shareholder approvals). Investors should therefore treat the pro forma interest income as illustrative and watch how the cash is deployed, the timing of the note settlement with Copeland (no later than September 30, 2023), and the reported results of the retained stake.

Jun 2, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

EMERSON ELECTRIC CO 8-K Report, Financial Results (May 3, 2023)

Emerson Electric (EMR) reported fiscal Q2 2023 (quarter ended March 31, 2023) results that materially beat its internal expectations, according to management. Net sales rose 14% to $3.756 billion, underlying sales grew 14%, and underlying orders rose 7%. GAAP EPS increased 28% to $0.92 and adjusted EPS rose 25% to $1.09. Adjusted segment EBITA margin expanded 320 basis points to 24.6%, and operating cash flow of $575 million (up 51%) produced free cash flow of $513 million (up 64%). Reported results are on a continuing operations basis and are heavily affected by the consolidation of AspenTech, which contributed roughly $230 million of quarterly sales and a large amortization charge, as well as by the pending Climate Technologies divestiture and the National Instruments acquisition. Emerson raised its outlook for fiscal 2023 with a framework of 9% to 10.5% reported net sales growth, 8.5% to 10% underlying sales growth, adjusted EPS of $4.15 to $4.25, and operating cash flow of about $2.5 billion. The company also declared a quarterly dividend of $0.52 per share. Guidance assumes the Climate Technologies transaction closes on May 31, 2023, and it excludes Emerson's 45% share of Climate Technologies' post-close results. GAAP EPS guidance is not directly comparable because of amortization, restructuring, and other adjustments, so investors should focus on the reconciliations provided. Leadership is also changing. CFO Frank Dellaquila is retiring after 32 years, with his CFO role ending May 10, 2023, and he will remain as Senior Advisor to the CEO until September 30, 2023. Michael Baughman, currently Chief Accounting Officer, will succeed him as CFO effective May 10, 2023, and will keep the CAO role. Investors may view this as a planned, orderly handover following the company's large portfolio transformation, though the transition coincides with major acquisition integration work.

May 3, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (May 2, 2023)

Emerson Electric (EMR) filed this 8-K on May 2, 2023 to disclose the election of two new independent directors, Leticia Gonçalves (President, Global Foods at ADM) and Jim McKelvey (co-founder of Block/Square and Invisibly). The Board expands from 12 to 13 members. Gonçalves joins the Audit Committee and the newly formed Technology and Environmental Sustainability Committee; McKelvey joins the Compensation Committee and the same new committee. Each receives a pro rata restricted stock unit award valued at $116,667, drawn from the $175,000 annual RSU retainer paid to non-management directors, and both will be compensated on the same basis as other non-management directors going forward. For investors, the filing is primarily a governance event rather than a financial one. It carries no financial results, guidance, or transaction terms. The most relevant strategic signal is the new Technology and Environmental Sustainability Committee, which will oversee technology and R&D investment, cybersecurity practices, and environmental sustainability goals. Management tied the board additions to Emerson's portfolio transformation into a higher-growth automation company, its recent acquisitions, and its push into software and digital solutions. The filing also references pending transactions, the proposed Climate Technologies transaction and the proposed National Instruments transaction, though it does not describe their terms. Investors should treat the board refresh as a signal of management's emphasis on execution, integration, and software capabilities, and should consult Emerson's 10-K and subsequent filings for the financial impact of those deals.

May 2, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Apr 12, 2023)

Emerson Electric Co. (EMR) has announced a significant development through an 8-K filing on April 12, 2023, detailing a definitive agreement to acquire National Instruments Corporation (NATI). The proposed merger will see NATI become a wholly owned subsidiary of Emerson, with NATI stockholders set to receive $60 per share in cash. This strategic acquisition aims to expand Emerson's capabilities and market reach. The financing for this acquisition is primarily intended to be funded by proceeds from the sale of Emerson's Climate Technologies business. In lieu of or in conjunction with these proceeds, Emerson has secured a commitment for an $8.175 billion bridge loan facility from Goldman Sachs. The filing also outlines standard closing conditions, including stockholder approval from NATI and regulatory approvals, as well as termination fees for both parties under specific circumstances.

Apr 12, 2023 8-K

Earnings & Results

EMERSON ELECTRIC CO 8-K Report, Financial Results (Apr 12, 2023)

Emerson Electric Co. (EMR) filed an 8-K on April 12, 2023, primarily to reaffirm its previously issued guidance for the second quarter of fiscal year 2023 in the context of its pending acquisition of National Instruments Corporation (NATI). The company expects underlying sales growth to be between 8% and 10% on a non-GAAP basis, after adjusting for foreign currency fluctuations and the impact of acquisitions and divestitures. This reaffirms the February guidance range of 10.5% to 12.5% reported sales growth, which includes approximately 3% favorable FX impact and a 5.5% reduction from divestitures. Furthermore, Emerson reiterated its second quarter 2023 adjusted Earnings Per Share (EPS) guidance to be in the range of $0.95 to $1.00. This non-GAAP figure is derived from a GAAP EPS estimate of $0.75 to $0.80, with adjustments for amortization of intangibles and restructuring costs. Investors should note that these are preliminary estimates and are subject to change as the financial close process concludes. The filing also includes important information and disclaimers regarding the NATI acquisition, urging investors to consult SEC filings for detailed information and potential risks.

Apr 12, 2023 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Apr 6, 2023)

Emerson's supplemental 8-K for the quarter ended December 31, 2022 (fiscal Q1 2023) shows net sales of $3,373 million, up 7% reported and 6% underlying, with growth led by Final Control (+10% underlying) and Control Systems & Software (+10%). AspenTech, now shown as a segment within Software and Control, drove much of the reported top-line gain, with sales rising from $82 million to $243 million. Total adjusted EBITA was $664 million, or 19.7% of sales, down from 20.1% a year earlier, and the Software and Control margin improved sharply to 23.8% on an adjusted basis. GAAP results are distorted by one-time items. Earnings from continuing operations fell 57% to $324 million ($0.56 per diluted share), mainly because the prior-year quarter included a $453 million non-recurring gain on a subordinated interest and this quarter included a $47 million Russia business exit charge and higher amortization of intangibles ($167 million versus $71 million, largely from AspenTech). Total diluted EPS rose to $3.97 from $1.50 because of $2.0 billion of discontinued operations, which is consistent with the Climate Technologies divestiture referenced in the filing. Adjusted EPS from continuing operations was essentially flat at $0.78 versus $0.79. The filing is voluntary and supplemental, does not restate prior financials, and is intended to prepare investors for the new segment structure used in future earnings releases. Investors should focus on adjusted EBITA and underlying growth rather than GAAP EPS, which is heavily affected by discontinued operations, purchase accounting, and the AspenTech consolidation (Emerson owns 55% and records the remaining 45% as a non-controlling interest).

Apr 6, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Feb 21, 2023)

Emerson Electric Co. (EMR) announced the establishment of a new $3.5 billion five-year revolving credit facility on February 17, 2023, which will mature in February 2028. This new facility replaces a similar, existing credit line and is unsecured, providing flexibility for general corporate purposes, including commercial paper borrowings. The company has indicated no current outstanding loans or letters of credit under either the new or previous facilities and has no immediate intention to draw upon it.

Feb 21, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Feb 10, 2023)

Emerson Electric Co. (EMR) filed an 8-K on February 10, 2023, detailing key events from their shareholder meeting on February 7, 2023. Notably, the company adopted the Emerson Electric Co. Annual Cash Incentive Plan, designed to incentivize executive officers based on performance targets including financial, operating, and Environmental, Social, and Governance (ESG) goals. This plan's introduction signifies a focus on aligning executive compensation with broader company objectives, including sustainability initiatives. Furthermore, the filing confirms the results of the shareholder votes. All nominated directors were elected, and the appointment of KPMG LLP as the independent auditor for fiscal 2023 was ratified. Shareholders also provided advisory approval for the company's executive compensation. A significant outcome was the overwhelming shareholder preference for an annual advisory vote on executive compensation, indicating a desire for continued, regular oversight.

Feb 10, 2023 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Feb 8, 2023)

Emerson Electric (EMR) reported fiscal Q1 2023 (quarter ended December 31, 2022) with net sales of $3.4 billion, up 7% year over year, and underlying sales up 6%. Underlying orders rose 5%, with the Americas up 13%, Europe down 2%, and Asia, Middle East & Africa flat. Adjusted segment EBITA margin expanded 130 basis points to 22.7%, reflecting strong operational execution. However, GAAP EPS fell to $0.56 from $1.25, largely because the prior-year quarter included a $0.60 gain on the Vertiv subordinated interest. Adjusted EPS was $0.78, roughly flat (down 1%), and absorbed a $0.09 headwind from higher stock compensation expense tied to a 31% rise in the stock price during the quarter. Operating cash flow fell 20% to $302 million, and free cash flow fell 20% to $243 million, reflecting higher working capital. Management updated full-year fiscal 2023 net sales and GAAP EPS guidance but maintained its underlying sales growth (6.5%-8.5%) and adjusted EPS ($4.00-$4.15) outlook despite the stock compensation headwind. The company completed $2 billion of share repurchases in the quarter and paid roughly $306 million in dividends. Capital allocation dominated the update: Emerson is pursuing the acquisition of National Instruments at $53 per share, and the pending Climate Technologies divestiture (assumed to close March 31, 2023) is expected to generate substantial discontinued-operations earnings and proceeds, including a $2.25 billion note receivable and a 45% common equity stake in Climate Technologies. Balance sheet changes are significant: goodwill and intangibles have roughly doubled year over year, largely due to the AspenTech consolidation, and noncontrolling interests rose to about $6.0 billion from $39 million. For investors, the key takeaways are solid underlying demand and margin execution, with reported earnings noise driven by accounting items, stock-linked compensation, and a pending portfolio transformation. The pending Climate Technologies transaction and the NI bid will largely determine the company's shape and capital deployment over the coming year, and the note receivable and undeployed proceeds will affect reported earnings through interest income, which management excludes from adjusted EPS.

Feb 8, 2023 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Nov 29, 2022)

Emerson Electric (EMR) filed this 8-K on November 29, 2022 to provide supplemental, unaudited FY2022 (year ended September 30, 2022) results recast for portfolio changes and a new segment structure that takes effect in fiscal 2023. Climate Technologies, InSinkErator and Therm-O-Disc will be reported as discontinued operations for all periods, and Climate Technologies' assets and liabilities are classified as held-for-sale ahead of an expected majority-stake sale in the first half of calendar 2023. The filing is supplemental and does not restate previously issued financial statements; it should be read alongside the FY2022 10-K. On a continuing-operations basis, net sales rose 7% to $13.8 billion from $12.9 billion, and earnings from continuing operations increased 33% to $1.88 billion. Diluted EPS from continuing operations was $3.16 versus $2.35. Results were helped by a one-time $453 million gain on a subordinated interest, so the underlying improvement is smaller than the headline figures suggest. Intelligent Devices grew sales 4% and segment earnings 19%, with margin expanding 2.4 points to 20.0%. Software and Control sales rose 16%, driven largely by AspenTech, which was consolidated after its May 2022 combination with Emerson's industrial software businesses, while Adjusted EBITA margin for the segment improved 4.7 points to 23.5%. Balance sheet and cash flow data show a significantly larger, more levered company. Total assets reached $35.7 billion, goodwill $13.9 billion and intangibles $6.6 billion, and total debt (short-term borrowings plus long-term debt) was about $10.4 billion. Acquisition spending was $5.7 billion, versus $1.6 billion in the prior year, reflecting the AspenTech transaction, and continuing-operations operating cash flow was $2.0 billion, down from $2.5 billion. Share repurchases ($500 million) and dividends ($1.2 billion) continued at prior-year levels.

Nov 29, 2022 8-K

Leadership ChangesExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Nov 28, 2022)

This 8-K filing announces the retirement of Mark J. Bulanda, Executive President of Automation Solutions, effective December 31, 2022. His departure includes a separation agreement outlining continued salary and benefits through September 30, 2023, contingent on not commencing other employment. This agreement also details the treatment of his outstanding stock options, performance shares, and restricted stock awards, with most remaining eligible for payout based on company and individual performance objectives. For investors, this signals a leadership transition within a key business segment and provides clarity on the financial and equity-related terms associated with Mr. Bulanda's exit. The filing also underscores the company's commitment to retaining talent while managing executive transitions through structured agreements that include non-compete and non-solicitation clauses, as well as provisions for forfeiture of benefits in case of breach.

Nov 28, 2022 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Oct 31, 2022)

On October 31, 2022, Emerson (NYSE: EMR) reported fourth-quarter and full-year fiscal 2022 results (fiscal year ended September 30) and disclosed a Transaction Agreement, signed October 30, 2022, to divest its Climate Technologies business to funds managed by affiliates of Blackstone. At closing, Emerson would receive about $9.5 billion in cash and a $2.25 billion 5% senior unsecured Seller Note (payable in kind until repaid), retain a 45% common equity stake in the new JV, and see BCP Emerald acquire 55% of the common equity plus $2 billion of convertible preferred equity. Closing requires regulatory approvals, with an outside date of October 31, 2023, and a $550 million termination fee payable to Emerson in specified circumstances. The deal is central to Emerson's strategy of becoming a pure-play automation company. Operating results were strong. Fourth-quarter net sales rose 8% to $5.4 billion (underlying +12%), and adjusted EBITA margin expanded 260 bps to 23.3%. Full-year GAAP EPS was $5.41 (up 42%), inflated by divestiture and subordinated-interest gains. Adjusted EPS was $5.25 (up 16%). Operating cash flow fell 18% to $2.9 billion for the year, reflecting working capital build and $153 million of taxes on divestiture gains. Automation Solutions orders grew 6% and backlog reached $5.8 billion (up 14%). The company also raised its quarterly dividend to $0.52 per share. For 2023, Emerson will present Climate Technologies, InSinkErator and Therm-O-Disc as discontinued operations. Continuing-operations guidance calls for adjusted EPS of $4.00 to $4.15 and underlying sales growth of 6.5% to 8.5%. Discontinued-operations earnings are projected at $10 to $11 billion ($17 to $19 per share), including net gains on 2023 divestitures. The outlook assumes roughly $1.2 billion of dividends and about $2 billion of share repurchases. Investors should note that the 45% stake's post-close earnings are excluded from adjusted EPS and cannot be estimated, so the transaction's full economic impact will depend on post-closing performance and on how the proceeds are deployed.

Oct 31, 2022 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Aug 9, 2022)

Emerson reported fiscal third-quarter 2022 results (quarter ended June 30, 2022) with net sales of $5.0 billion, up 7% year over year, and underlying sales also up 7%. Trailing three-month underlying orders rose 10%, and the Automation Solutions and Commercial & Residential Solutions segments both posted double-digit or near-double-digit order momentum. GAAP EPS was $1.54, up 48%, but this was inflated by a $483 million gain on the Therm-O-Disc divestiture (about $0.72 per share). Adjusted EPS was $1.38, up 16%, including an $0.08 net benefit from AspenTech. Adjusted EBITA margin expanded 270 basis points to 22.8%. Investors should note that these figures are shaped by portfolio transactions, a $162 million Russia exit charge, and the consolidation of AspenTech, which closed May 16, 2022. Cash generation weakened sharply. Operating cash flow fell 33% to $740 million and free cash flow fell 36% to $630 million, driven by higher working capital from increased sales and continued supply chain constraints, particularly in electronic components. China sales declined 6% because of COVID-19 lockdowns, and Russia backlog was reduced by $132 million of debooking. Balance sheet leverage increased materially: total assets rose to $37.0 billion from $24.5 billion, and total debt (short-term plus long-term) rose to roughly $11.6 billion from $7.3 billion, largely reflecting the AspenTech acquisition. Noncontrolling interests grew to about $6.0 billion. Management raised its full-year adjusted EPS guidance to $5.05 to $5.15 and GAAP EPS guidance to $5.25 to $5.35, while lowering net sales growth to 7% to 8% and narrowing underlying sales growth to 9% to 10%. Free cash flow guidance was set at about $2.5 billion, with operating cash flow of about $3.0 billion. The company also disclosed a pending agreement, announced August 8, 2022, to sell its InSinkErator food waste disposal business to Whirlpool for $3.0 billion, which management frames as part of a shift toward a higher-growth, more diversified portfolio.

Aug 9, 2022 8-K

Other EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Corporate Update (Aug 8, 2022)

On August 8, 2022, Emerson Electric (EMR) announced an agreement to sell its InSinkErator food waste disposer and instant hot water dispenser business to Whirlpool Corporation (WHR) for $3.0 billion. Per the press release, InSinkErator generated trailing twelve-month revenue of $595 million, pretax earnings of $148 million, and EBITDA of $166 million as of March 31, 2022. The headline price implies a transaction value of 18.1x EBITDA, a rich multiple that signals strong buyer interest in the asset and supports a favorable valuation for Emerson's shareholders. The deal is expected to close in Emerson's 2023 fiscal year, subject to regulatory approvals and customary closing conditions, so investors should not expect near-term cash proceeds or earnings impact. Strategically, the divestiture fits Emerson's stated goal of building a higher-growth, more diversified, and more cohesive portfolio, consistent with its focus on automation and software through the Automation Solutions and AspenTech businesses. The filing itself is brief and provides no pro forma financial statements, use-of-proceeds plan, or details on any gain or loss. Those items, along with the expected tax treatment and how proceeds will be deployed, are likely to matter most to investors and should be clarified in subsequent filings or management commentary. The filing also flags the financial impact of the AspenTech acquisition and macro risks such as inflation, currency, and the Russia-Ukraine conflict. Overall, the announcement is a portfolio-reshaping move that monetizes a non-core consumer-facing asset at an attractive multiple. Its value to investors will depend on the eventual use of the $3.0 billion in proceeds and on whether the transaction closes as expected.

Aug 8, 2022 8-K

Regulation FDOther EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Regulation FD Disclosure (May 16, 2022)

On May 16, 2022, Emerson Electric (NYSE: EMR) completed the combination of its industrial software businesses, OSI Inc. and the Geological Simulation Software business, with AspenTech (Aspen Technology, Inc.) under the Transaction Agreement and Plan of Merger, as amended in March and May 2022. The transaction created "new AspenTech," in which Emerson holds 55% on a fully diluted basis and former AspenTech shareholders hold the remaining 45%. Emerson contributed $6.014 billion in cash to new AspenTech and contributed OSI and the Geological Simulation Software business in exchange for Common Stock. Former AspenTech shares were converted into 0.42 shares of new AspenTech common stock plus $87.69 in cash per share. For investors, the key points are that Emerson moves from a majority-owned or direct software position into a consolidated-control structure of an enlarged software platform, with management citing expected revenue and cost synergies and a stated intention to deploy capital toward growth and M&A. The $6.0 billion cash contribution is a significant capital commitment and will be a central factor in evaluating Emerson's balance sheet, capital allocation, and near-term free cash flow. The filing itself is brief and does not disclose pro forma financials, synergy targets, or the accounting treatment, so those details must be sought in subsequent filings. New AspenTech began trading on NASDAQ under the ticker AZPN on May 17, 2022, and the filing signals a material change in Emerson's portfolio mix toward software. Investors should monitor the integration, the realization of announced synergies, and the valuation Emerson assigns to its retained stake in the new entity.

May 16, 2022 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (May 4, 2022)

Emerson reported fiscal Q2 2022 (quarter ended March 31, 2022) with broad-based strength in demand and earnings. Net sales rose 8% to $4.8 billion, and underlying sales (excluding currency and acquisitions/divestitures) grew 10%. Trailing three-month underlying orders were up 13%, with Automation Solutions orders up 17%. GAAP EPS was $1.13, up 22%, and adjusted EPS was $1.29, up 21%. Pretax margin widened 30 basis points to 16.9%, and adjusted EBITA margin was 20.2%. Automation Solutions drove the margin improvement, while Commercial & Residential Solutions margins compressed under inflationary cost pressure, though they improved sequentially. Cash generation was a clear weak spot. Operating cash flow fell 45% to $442 million and free cash flow fell 53% to $333 million, mainly because of higher inventory from supply chain constraints. Six-month balance sheet changes are also significant: cash rose to $6.9 billion and long-term debt rose to $8.2 billion, reflecting about $3.0 billion of debt issued to fund the pending AspenTech transaction. Management raised full-year 2022 guidance, with adjusted EPS now $4.95 to $5.10 and underlying sales growth of 9% to 11%, but cut the free cash flow outlook expectation to remain around $3.0 billion. Management also announced an exit from its Russia business and is exploring strategic options to divest Metran, its Russia-based manufacturing subsidiary. Guidance excludes exit charges, the AspenTech transaction's operational impact (though it includes fees and interest on the issued debt), and the Therm-O-Disc sale, which is expected to close in calendar Q2 2022.

May 4, 2022 8-K

Shareholder Matters

EMERSON ELECTRIC CO 8-K Report, Shareholder Vote Results (Feb 4, 2022)

Emerson Electric Co. (EMR) filed an 8-K on February 3, 2022, reporting the results of its 2022 Annual Meeting of Shareholders held on February 1, 2022. The filing confirms the election of four director nominees, the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2022, and the approval of the company's executive compensation through a non-binding advisory vote. All proposals presented to shareholders received substantial support, indicating continued confidence in the company's leadership and governance structure.

Feb 4, 2022 8-K

Earnings & ResultsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Financial Results (Feb 2, 2022)

Emerson Electric (EMR) reported strong fiscal Q1 2022 results (quarter ended December 31, 2021) and raised its full-year 2022 sales outlook. Net sales rose 8% to $4.5 billion, with underlying sales also up 8%. December trailing three-month underlying orders grew 17%, indicating demand momentum across all world areas and end markets. Automation Solutions orders rose 19% and Commercial & Residential Solutions orders rose 13%. GAAP EPS of $1.50 (up 103%) is inflated by a $453 million (about $0.60 per share) non-recurring gain on the subordinated interest in Vertiv. Adjusted EPS of $1.05 rose 13% and beat management's expectations. The quality of the quarter is more mixed on cash and segment margins. Operating cash flow fell 35% to $523 million and free cash flow fell 41% to $407 million, reflecting higher inventory from supply chain constraints. Management says cash flow remains on track for full-year guidance. Commercial & Residential Solutions adjusted segment EBITA margin contracted 320 basis points to 18.9% on price-cost headwinds, which management expects to improve in the second half. Automation Solutions margins expanded sharply, with adjusted segment EBITA margin up 320 basis points to 21.5%. For fiscal 2022, Emerson raised net sales growth guidance to 6-8% (underlying 7-9%) and adjusted EPS guidance to $4.90-$5.05. GAAP EPS guidance of $4.71-$4.86 now includes estimated AspenTech transaction fees and interest on $3 billion of debt already issued. The outlook excludes the pending AspenTech acquisition, which is expected to close in the second calendar quarter of 2022. Investors should weigh the strong demand and margin trajectory against working capital pressure, supply chain risk, and the execution and financial impact of the AspenTech transaction.

Feb 2, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Material Agreement (Dec 21, 2021)

Emerson Electric Co. (EMR) announced on December 21, 2021, the completion of a substantial public offering of debt securities, raising approximately $2.98 billion in net proceeds. This offering comprises three tranches of senior unsecured notes: $1 billion of 2.000% Notes due 2028, $1 billion of 2.200% Notes due 2031, and $1 billion of 2.800% Notes due 2051. These notes are issued under an existing indenture and rank equally with other unsecured, unsubordinated debt. The primary purpose for these proceeds is to fund a significant portion of Emerson's approximately $6.0 billion contribution to the existing stockholders of Aspen Technology, Inc. (AspenTech) as part of the previously announced merger transaction. This move signals Emerson's commitment to the acquisition and its intention to finance a major part of the deal through debt issuance, impacting the company's capital structure and leverage.

Dec 21, 2021

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