Emerson Electric 10-Q 2025-12-31

Filed 2026-02-03. 7 sections, 112K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ____________________ to __________________

Commission file number 1-278

EMERSON ELECTRIC CO.

(Exact name of registrant as specified in its charter)

Missourilogo_emersona12.jpg43-0259330
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8027 Forsyth Blvd
St. Louis,Missouri63105
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (314) 553-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock of $0.50 par value per shareEMRNew York Stock Exchange
NYSE Texas
2.000% Notes due 2029EMR 29New York Stock Exchange
3.000% Notes due 2031EMR 31ANew York Stock Exchange
3.500% Notes due 2037EMR 37New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common stock of $0.50 par value per share outstanding at December 31, 2025: 562.0 million shares.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Earnings

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three months ended December 31, 2024 and 2025

(Dollars in millions, except per share amounts; unaudited)

Three Months Ended December 31,
20242025
Net sales$4,1754,346
Cost of sales1,9402,035
Selling, general and administrative expenses1,2241,242
Other deductions, net228204
Interest expense (net of interest income of $44 and $26, respectively)890
Earnings before income taxes775775
Income taxes182169
Net earnings593606
Less: Noncontrolling interests in subsidiaries81
Net earnings common stockholders$585605
Earnings per share:
Basic$1.031.08
Diluted$1.021.07
Weighted average outstanding shares:
Basic568.5561.8
Diluted571.1564.1

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three months ended December 31, 2024 and 2025

(Dollars in millions; unaudited)

Three Months Ended December 31,
20242025
Net earnings$593606
Other comprehensive income (loss), net of tax:
Foreign currency translation(492)(20)
Pension and postretirement34
Cash flow hedges108
Total other comprehensive income (loss)(479)(8)
Comprehensive income114598
Less: Noncontrolling interests in subsidiaries1—
Comprehensive income common stockholders$113598

See accompanying Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

EMERSON ELECTRIC CO. & SUBSIDIARIES

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

Sept 30, 2025Dec 31, 2025
ASSETS
Current assets
Cash and equivalents$1,5441,748
Receivables, less allowances of $123 and $124, respectively3,1012,972
Inventories2,2132,353
Other current assets1,7251,770
Total current assets8,5838,843
Property, plant and equipment, net2,8712,867
Other assets
Goodwill18,19318,182
Other intangible assets9,4589,205
Other2,8592,842
Total other assets30,51030,229
Total assets$41,96441,939

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Item 3. Quantitative and Qualitative Disclosures About Market Risks

There has been no significant change in our exposure to market risk during the three months ended December 31, 2025. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Item 4. Controls and Procedures

The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in a timely manner. This system also is designed to ensure information is accumulated and communicated to management, including the Company's certifying officers, to allow timely decisions regarding required disclosure. Based on an evaluation performed, the certifying officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.

There was no change in the Company's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

PeriodTotal Number of Shares Purchased (000s)Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (000s)Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (000s)
October 20251,055$132.391,05518,555
November 2025590$130.2259067,965
December 2025248$135.1724867,717
Total1,893$132.081,89367,717

In November 2025, the Board of Directors authorized the purchase of up to 50 million shares. This is in addition to the authorization approved by the Board in March 2020 for the purchase of up to 60 million shares. Approximately 67.7 million shares remain available at December 31, 2025.

Item 5. Other Information

During the three-month period ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits

(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).

10.1Form of Special Performance-based Nonqualified Stock Option Agreement, filed herewith.
31Certifications pursuant to Exchange Act Rule 13a-14(a).
32Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101.INSAttached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three months ended December 31, 2025 and 2024, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2025 and 2024, (iii) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2025, (iv) Consolidated Statements of Equity for the three months ended December 31, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024, and (vi) Notes to Consolidated Financial Statements for the three months ended December 31, 2025 and 2024.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EMERSON ELECTRIC CO.
By/s/ M. J. Baughman
M. J. Baughman
Executive Vice President, Chief Financial Officer
and Chief Accounting Officer
(on behalf of the registrant and as Chief Financial Officer)
February 3, 2026