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Item 1. Financial Statements

100K characters. Original on sec.gov ·

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
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current maturities of long-term debt$4,7975,832
Accounts payable1,3841,339
Accrued expenses3,6163,349
Total current liabilities9,79710,520
Long-term debt8,3197,575
Other liabilities3,5503,552
Equity
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 562.8 shares and 562.0 shares, respectively477477
Additional paid-in-capital8516
Retained earnings40,60340,871
Accumulated other comprehensive income (loss)(821)(828)
Cost of common stock in treasury, 390.6 shares and 391.4 shares, respectively(20,062)(20,259)
Common stockholders’ equity20,28220,277
Noncontrolling interests in subsidiaries1615
Total equity20,29820,292
Total liabilities and equity$41,96441,939

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Equity

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three months ended December 31, 2024 and 2025

(Dollars in millions; unaudited)

Three Months Ended December 31,
20242025
Common stock$477477
Additional paid-in-capital
Beginning balance16985
Stock plans(56)(92)
Reclass negative APIC to retained earnings—23
Ending balance11316
Retained earnings
Beginning balance40,83040,603
Net earnings common stockholders585605
Dividends paid (per share: $0.5275 and $0.555, respectively)(303)(314)
Reclass negative APIC to retained earnings—(23)
Ending balance41,11240,871
Accumulated other comprehensive income (loss)
Beginning balance(868)(821)
Foreign currency translation(485)(19)
Pension and postretirement34
Cash flow hedges108
Ending balance(1,340)(828)
Treasury stock
Beginning balance(18,972)(20,062)
Purchases(946)(252)
Issued under stock plans4655
Ending balance(19,872)(20,259)
Common stockholders' equity20,49020,277
Noncontrolling interests in subsidiaries
Beginning balance5,87316
Net earnings81
Stock plans15—
Dividends paid—(1)
Other comprehensive income(7)(1)
Ending balance5,88915
Total equity$26,37920,292

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three Months Ended December 31, 2024 and 2025

(Dollars in millions; unaudited)

Three Months Ended
December 31,
20242025
Operating activities
Net earnings$593606
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization383359
Stock compensation6855
Changes in operating working capital(154)(357)
Other, net(113)36
Cash provided by operating activities777699
Investing activities
Capital expenditures(83)(97)
Purchases of businesses, net of cash and equivalents acquired(37)—
Other, net(22)(28)
Cash used in investing activities(142)(125)
Financing activities
Net increase (decrease) in short-term borrowings2(485)
Proceeds from short-term borrowings greater than three months—3,473
Payments of short-term borrowings greater than three months—(2,099)
Payments of long-term debt(2)(587)
Dividends paid(301)(312)
Purchases of common stock(899)(250)
Other, net(91)(104)
Cash used in financing activities(1,291)(364)
Effect of exchange rate changes on cash and equivalents(98)(6)
Increase (decrease) in cash and equivalents(754)204
Beginning cash and equivalents3,5881,544
Ending cash and equivalents$2,8341,748
Changes in operating working capital
Receivables$156119
Inventories(86)(141)
Other current assets(5)(52)
Accounts payable(53)(33)
Accrued expenses(166)(250)
Total changes in operating working capital$(154)(357)

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

EMERSON ELECTRIC CO. & SUBSIDIARIES

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

(1) BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated financial statements of Emerson Electric Co. ("Emerson", "we", "us", "our" or the "Company") include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2025.

On November 20, 2025, Emerson announced that with the completion of the Company's transformation, it has revised its management organization and updated its reportable segments. Effective in fiscal 2026, Emerson now reports results for five segments: Control Systems & Software and Test & Measurement, which are combined and reported as the Software & Systems group; Sensors and Final Control, which are combined and reported as the Intelligent Devices group; and Safety & Productivity. Prior year amounts have been reclassified to conform to the current year presentation. See Note 13 for further details.

(2) REVENUE RECOGNITION

Emerson is a global technology and software company that provides innovative solutions for customers in a wide range of end markets around the world. 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, while a smaller portion is recognized over time or relates to sales arrangements with multiple performance obligations. See Note 13 for additional information about the Company's revenues.

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

Sept 30, 2025Dec 31, 2025
Unbilled receivables (contract assets)$1,8911,900
Customer advances (contract liabilities)(1,105)(1,171)
Net contract assets (liabilities)$786729

The majority of the Company's contract balances relate to (1) arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule, and (2) revenue from term software license arrangements where the license revenue is recognized upfront upon delivery. Revenue recognized for the three months ended December 31, 2025 included $428 that was included in the beginning contract liability balance. Other factors that impacted the change in net contract assets were immaterial. Revenue recognized for the three months ended December 31, 2025 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was immaterial.

As of December 31, 2025, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $9.2 billion. The Company expects to recognize approximately 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the following two years.

(3) COMMON SHARES

Reconciliations of weighted-average shares for basic and diluted earnings per common share follow. Diluted earnings per share are calculated using the two-class method. Earnings allocated to participating securities were inconsequential.

Three Months Ended December 31,
20242025
Basic shares outstanding568.5561.8
Dilutive shares2.62.3
Diluted shares outstanding571.1564.1

(4) ACQUISITIONS AND DIVESTITURES

AspenTech

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. Emerson also incurred fees of $76 ($65 after-tax) and paid $76 to settle certain AspenTech share-based awards that were outstanding prior to the transaction closing. The purchase of the remaining outstanding shares and related costs were reported as an adjustment to Equity in 2025. Separately, AspenTech incurred $127 ($113 after-tax) of deal-related fees which were reported as acquisition/divestiture costs in Other deductions, net in 2025. AspenTech is now reported as a part of the Control Systems & Software segment in the Software & Systems business group, see Note 13.

Other Transactions

On November 15, 2024, AspenTech acquired Open Grid Systems Limited, a global provider of network model management technology and a pioneer in developing model-driven applications supporting open access to data through industry standards, for a total purchase price of $46, net of cash acquired. The Company recognized goodwill of $32 (none of which is expected to be tax deductible) and other identifiable intangible assets of $20, consisting of developed technology and customer relationships with a weighted-average useful life of approximately 5 years.

(5) PENSION & POSTRETIREMENT PLANS

Total periodic pension and postretirement (income) expense is summarized below:

Three Months Ended December 31,
20242025
Service cost$1819
Interest cost4848
Expected return on plan assets(73)(75)
Net amortization45
Total$(3)(3)

(6) OTHER DEDUCTIONS, NET

Other deductions, net are summarized below:

Three Months Ended December 31,
20242025
Amortization of intangibles (intellectual property and customer relationships)$229205
Restructuring costs119
Acquisition/divestiture costs131
Foreign currency transaction (gains) losses113
Other(26)(24)
Total$228204

For the three months ended December 31, 2025, the decrease in intangibles amortization was largely due to backlog amortization of $26 in the prior year related to the AspenTech acquisition. Other is composed of several items, including pension expense, litigation costs, provision for bad debt and other items, none of which is individually significant.

(7) RESTRUCTURING COSTS

Restructuring expense reflects costs associated with the Company’s ongoing efforts to improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis. The Company expects fiscal 2026 restructuring expense and related costs to be approximately $100, including costs to complete actions initiated in the first three months of the year.

Restructuring expense by business segment follows:

Three Months Ended December 31,
20242025
Control Systems & Software$21
Test & Measurement(1)—
Software & Systems11
Sensors15
Final Control72
Intelligent Devices87
Safety & Productivity11
Corporate1—
Total$119

Details of the change in the liability for restructuring costs during the three months ended December 31, 2025 follow:

Sept 30, 2025ExpenseUtilized/PaidDec 31, 2025
Severance and benefits$11642595
Other4563
Total$12093198

The tables above do not include $2 and $2 of costs related to restructuring actions incurred for the three months ended December 31, 2025 and 2024, respectively.

(8) TAXES

Income taxes were $169 in the first quarter of fiscal 2026 and $182 in 2025, resulting in effective tax rates of 22 percent and 24 percent, respectively. In the current year, the One Big Beautiful Bill Act (the "OBBBA") increased the effective tax rate by approximately 1 percentage point due to a lower tax deduction for foreign derived intangible income from the change to domestic research and development in fiscal 2026. Excluding the impact related to the OBBBA, the lower rate in the current year reflected favorable tax items compared to unfavorable items in the prior year.

(9) OTHER FINANCIAL INFORMATION

Sept 30, 2025Dec 31, 2025
Inventories
Finished products$520563
Raw materials and work in process1,6931,790
Total$2,2132,353
Property, plant and equipment, net
Property, plant and equipment, at cost$6,4086,461
Less: Accumulated depreciation3,5373,594
Total$2,8712,867
Goodwill by business segment
Control Systems & Software$9,0959,096
Test & Measurement3,4683,463
Software & Systems12,56312,559
Sensors1,6041,602
Final Control3,4003,396
Intelligent Devices5,0044,998
Safety & Productivity626625
Total$18,19318,182
Other intangible assets
Gross carrying amount$15,83215,843
Less: Accumulated amortization6,3746,638
Net carrying amount$9,4589,205

Other intangible assets include customer relationships, net, of $5,657 and $5,801 and intellectual property, net, of $3,292 and $3,411 as of December 31, 2025 and September 30, 2025, respectively.

Three Months Ended December 31,
20242025
Depreciation and amortization expense includes the following:
Depreciation expense$8384
Amortization of intangibles (includes $49 and $49 reported in Cost of Sales, respectively)278254
Amortization of capitalized software2221
Total$383359
Sept 30, 2025Dec 31, 2025
Items reported in other noncurrent assets include the following:
Pension assets$1,2291,247
Operating lease right-of-use assets637640
Unbilled receivables (contract assets)621608
Deferred income taxes7975
Asbestos-related insurance receivables5552
Items reported in accrued expenses include the following:
Customer advances (contract liabilities)$1,0311,088
Employee compensation740461
Income taxes130193
Operating lease liabilities (current)138139
Product warranty9085
Items reported in other liabilities include the following:
Deferred income taxes$1,8221,792
Operating lease liabilities (noncurrent)505513
Pension and postretirement liabilities467454
Asbestos litigation131126

(10) FINANCIAL INSTRUMENTS

Hedging Activities – As of December 31, 2025, the notional amount of foreign currency hedge positions was approximately $4.2 billion. All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of December 31, 2025 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting. Cash flows related to foreign currency hedges are classified within operating cash flows.

Net Investment Hedge – In fiscal 2019, the Company issued euro-denominated debt of €1.5 billion, of which €500 was repaid in 2024. During the quarter, the Company repaid an additional €500 of 1.25% euro notes that matured in October 2025. In fiscal 2025, the Company issued €500 of 3.0% notes due March 2031 and €500 of 3.5% notes due March 2037. The euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations. Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated. Cash flows related to the euro-denominated debt are classified within financing cash flows.

The following gains and losses are included in earnings and other comprehensive income (OCI) for the three months ended December 31, 2025 and 2024:

Three Months Ended December 31,
Into EarningsInto OCI
Gains (Losses)Location2024202520242025
Foreign currencySales11114
Foreign currencyCost of sales—5312
Foreign currencyOther deductions, net(51)(9)
Net Investment Hedges
Euro denominated debt—7012
Total$(50)(3)8428

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

Fair Value Measurement – Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy. As of December 31, 2025, the fair value of long-term debt was approximately $7.6 billion, which was lower than the carrying value by $694. The fair value of foreign currency contracts, which are reported in Other current assets and Accrued expenses, did not materially change since September 30, 2025.

Counterparties to derivatives arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below pre-established levels, counterparties can require immediate full collateralization of all derivatives in net liability positions. The maximum amount that could potentially have been required was immaterial. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. No collateral was posted with counterparties and none was held by the Company as of December 31, 2025.

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in Accumulated other comprehensive income (loss) for the three months ended December 31, 2025 and 2024 is shown below, net of income taxes:
Three Months Ended December 31,
20242025
Foreign currency translation
Beginning balance$(616)(565)
Other comprehensive income (loss), net of tax of $16 and $(3), respectively(485)(19)
Ending balance(1,101)(584)
Pension and postretirement
Beginning balance(245)(269)
Amortization of deferred actuarial losses into earnings, net of tax of $(1) and $(1), respectively34
Ending balance(242)(265)
Cash flow hedges
Beginning balance(7)13
Gains deferred during the period, net of taxes of $(3) and $(4), respectively1112
Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $— and $2, respectively(1)(4)
Ending balance321
Accumulated other comprehensive income (loss)$(1,340)(828)

(12) STOCK-BASED COMPENSATION

In 2025, the Board of Directors of the Company adopted and shareholders approved the 2025 Employee Stock Purchase Plan (the “ESPP”), and the plan commenced on January 1, 2026. The ESPP permits eligible employees to purchase shares of common stock at a discount through payroll deductions with a maximum of 10 million shares of common stock available to be issued over the term of the plan. The shares purchasable under the ESPP shall be shares of authorized but unissued or reacquired common stock, including shares of common stock purchased on the open market.

(13) BUSINESS SEGMENTS

On November 20, 2025, Emerson announced that with the completion of the Company's portfolio transformation, it has revised its management organization and updated its reportable segments. Effective in fiscal 2026, Emerson now reports results for five segments which are described in further detail below. Prior year amounts have been reclassified to conform to the current year presentation.

The Control Systems & Software segment delivers a portfolio of automation systems, intelligent software and industrial AI solutions. This segment empowers industrial organizations worldwide to harness data, optimize performance and achieve operational excellence on the plant level and across the enterprise.

Featuring market-leading brands and technologies – including DeltaV™ and Ovation™ control systems and AspenTech’s asset optimization software – this segment integrates advanced automation, edge-to-cloud analytics and AI. These solutions enable customers to make faster, smarter decisions, boost productivity and accelerate their digital transformation in complex environments. This segment also now includes programmable automation controllers, which were previously reported in the former Discrete Automation segment.

The Test & Measurement segment offers an integrated portfolio of intelligent test platforms, modular hardware and powerful software to accelerate innovation, reduce complexity and enhance product quality. With automated test solutions, the NI brand delivers flexible, AI-enabled tools that provide insights and adaptability for measurement and control challenges across diverse industries.

Featuring open software architectures, flexible hardware systems and expert services, Test & Measurement enables customers to connect data and automation, optimize testing processes and assist in reliable performance. By integrating advanced analytics and automation technologies, these solutions help companies drive efficiency and respond quickly to evolving demands.

The Control Systems & Software and Test & Measurement segments are combined and reported as the Software & Systems group.

The Sensors segment (formerly described as Measurement & Analytical) delivers leading sensing and measurement solutions that provide real-time, reliable data for the world’s most essential applications. Leveraging innovative technologies and trusted brands like Rosemount and Micro Motion, the segment helps customers to monitor critical parameters, optimize operations and support safer, more sustainable performance.

With a comprehensive portfolio that includes secure, wireless and non-intrusive instrumentation, Emerson’s Sensors segment empowers organizations to detect, analyze and respond to changing conditions in even the harshest environments. By integrating advanced sensors with automation platforms and analytics, these solutions help customers unlock operational insights, ensure compliance and accelerate productivity at scale.

The Final Control segment is a leading supplier of valves, digital valve controllers, actuators and regulators engineered to excel in the most demanding conditions. Anchored by trusted brands like Fisher, ASCO and Bettis, the segment empowers customers to precisely manage the flow of liquids and gases for safer, more reliable and efficient operations. This segment also now includes the fluid & motion control business from the former Discrete Automation segment.

With solutions spanning control, isolation and pressure relief valves, as well as solenoid and pneumatic valves, valve position indicators, cylinders, air preparation equipment and electric linear motion, Final Control supports critical applications across a wide range of industries. By combining deep expertise with leading technologies, these solutions help customers optimize performance and drive long-term sustainability.

The Sensors and Final Control segments are combined and reported as the Intelligent Devices group.

The Safety & Productivity segment delivers innovative tools, connected equipment and technologies that empower professionals in the mechanical, electrical and plumbing industries. The segment provides a comprehensive range of mechanical, electrical and diagnostic solutions to support critical infrastructure, promote safety and drive productivity across construction, maintenance and industrial environments.

Recently expanded to include the electrical equipment and materials joining businesses from the former Discrete Automation segment, Safety & Productivity combines rugged performance with intelligent design and advanced connectivity.

Summarized information about the Company's results of operations by business segment follows:

Three Months Ended December 31,
2024
Control Systems & SoftwareTest & MeasurementSoftware & SystemsSensorsFinal ControlIntelligent DevicesSafety & Productivity
Net Sales$1,0233591,3829721,3342,306487
Cost of sales451895404246981,122276
Selling, general and administrative expenses277175452260298558110
Other deductions, net87108195333365
Earnings (Loss)$208(13)19528530559096
Three Months Ended December 31,
2025
Control Systems & SoftwareTest & MeasurementSoftware & SystemsSensorsFinal ControlIntelligent DevicesSafety & Productivity
Net Sales$1,0444091,4539961,3942,390503
Cost of sales4811035844457221,167285
Selling, general and administrative expenses277184461270313583112
Other deductions, net541081621528439
Earnings (Loss)$2321424626633159797

The following table reconciles the total segment results from the tables above to the Company's consolidated results.

Earnings (Loss)
Three Months Ended December 31,
20242025
Segment Totals$881940
Corporate items:
Stock compensation(68)(55)
Unallocated pension and postretirement costs2729
Corporate and other(57)(49)
Interest expense, net(8)(90)
Total$775775

Stock compensation for the three months ended December 31, 2025 included $4 of integration-related stock compensation expense. Corporate and other for the three months ended December 31, 2025 included acquisition/divestiture fees and related costs of $7 compared to $22 in the prior year.

Additional segment financial information is presented in the tables below:

Total AssetsDepreciation and Amortization
As of December 31,Three Months Ended December 31,
2024202520242025
Control Systems & Software$16,03615,995$149122
Test & Measurement8,9648,722118119
Software & Systems25,00024,717267241
Sensors3,9954,2093133
Final Control7,1467,5415556
Intelligent Devices11,14111,7508689
Safety & Productivity1,7791,8871919
Corporate and other4,6903,5851110
Total$42,61041,939$383359

Sales by geographic destination (Americas, Asia, Middle East & Africa ("AMEA") and Europe) are summarized below:

Three Months Ended December 31,Three Months Ended December 31,
20242025
AmericasAMEAEuropeTotalAmericasAMEAEuropeTotal
Control Systems & Software$4943032261,0235042932471,044
Test & Measurement1759391359186117106409
Software & Systems6693963171,3826904103531,453
Sensors485338149972492338166996
Final Control6134882331,3346504702741,394
Intelligent Devices1,0988263822,3061,1428084402,390
Safety & Productivity35753774873695579503
Total$2,1241,2757764,1752,2011,2738724,346

Items 2 and 3.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

OVERVIEW

For the first quarter of fiscal 2026, net sales were $4.3 billion, up 4 percent compared with the prior year. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were up 2 percent. Foreign currency translation had a 2 percent favorable impact.

Earnings attributable to common stockholders were $605, up 3 percent, and diluted earnings per share were $1.07, up 5 percent compared with $1.02 in the prior year. Adjusted diluted earnings per share were $1.46, up 6 percent compared with $1.38 in the prior year.

The table below presents the Company's diluted earnings per share on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company. Adjusted diluted earnings per share excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, discrete taxes, and certain gains, losses or impairments.

Three Months Ended Dec 3120242025
Diluted earnings per share$1.021.07
Amortization of intangibles0.310.35
Restructuring and related costs0.020.02
Acquisition/divestiture fees and related costs0.030.01
Discrete taxes—0.01
Adjusted diluted earnings per share$1.381.46

The table below summarizes the changes in adjusted diluted earnings per share. The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Position sections below.

Three Months Ended
Adjusted diluted earnings per share - Dec 31, 2024$1.38
Operations0.10
Impact of software renewals(0.06)
Foreign currency0.01
Effective tax rate0.02
Share count0.02
Other(0.01)
Adjusted diluted earnings per share - Dec 31, 2025$1.46

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31

Following is an analysis of the Company’s operating results for the first quarter ended December 31, 2025 compared with the first quarter ended December 31, 2024.

Three Months Ended Dec 3120242025Change
(dollars in millions, except per share amounts)
Net sales$4,1754,3464%
Gross profit$2,2352,3113%
Percent of sales53.5%53.2%(0.3) pts
SG&A$1,2241,2422%
Percent of sales29.3%28.6%(0.7) pts
Other deductions, net$228204
Amortization of intangibles$229205
Restructuring costs$119
Interest expense, net$890
Earnings before income taxes$775775—%
Percent of sales18.6%17.8%(0.8) pts
Earnings common stockholders$5856053%
Percent of sales14.0%13.9%(0.1) pts
Net earnings common stockholders$5856053%
Diluted EPS - Earnings$1.021.075%
Adjusted Diluted EPS - Earnings$1.381.466%

Net sales for the first quarter of fiscal 2026 were $4.3 billion, up 4 percent compared with 2025. Software & Systems sales were up 5 percent, Intelligent Devices sales were up 4 percent, and Safety & Productivity sales were up 3 percent. Underlying sales were up 2 percent on 3 percent higher price, offset by 1 percent lower volume due to a negative impact related to the timing of software renewals. Foreign currency translation had a 2 percent favorable impact. Underlying sales were up 6 percent in the U.S. and flat internationally. The Americas was up 3 percent, Europe was up 3 percent, while Asia, Middle East & Africa was flat (China down 5 percent).

Cost of sales for the first quarter of fiscal 2026 were $2,035, an increase of $95 compared with 2025 and gross margin of 53.2 percent decreased 0.3 percentage points. Gross margin was negatively impacted by tariffs, which were more than offset by targeted price actions but diluted margins, and the timing of software renewals. In total, these items negatively impacted gross margin by approximately 0.9 percentage points.

Selling, general and administrative (SG&A) expenses of $1,242 increased $18 and SG&A as a percent of sales decreased 0.7 percentage points to 28.6 percent compared with the prior year, reflecting leverage on higher sales and savings from cost reduction actions.

Other deductions, net were $204 for the first quarter of fiscal 2026, a decrease of $24 compared with the prior year, reflecting lower amortization due to backlog amortization of $26 in the prior year related to the AspenTech acquisition.

Pretax earnings of $775 were flat compared with the prior year. Earnings increased $51 in Software & Control, $7 in Intelligent Devices, and $1 in Safety & Productivity, see the Business Segments discussion that follows and Note 13.

Income taxes were $169 in the first quarter of fiscal 2026 and $182 in 2025, resulting in effective tax rates of 22 percent and 24 percent, respectively. In the current year, the One Big Beautiful Bill Act (the "OBBBA") increased the effective tax rate by approximately 1 percentage point due to a lower tax deduction for foreign derived intangible

income from the change to domestic research and development in fiscal 2026. The Company expects the OBBBA to slightly benefit the effective tax rate beginning in fiscal 2027. Excluding the impact related to the OBBBA, the lower rate in the current year reflected favorable tax items compared to unfavorable items in the prior year.

Earnings attributable to common stockholders were $605, up 3 percent, and diluted earnings per share were $1.07, up 5 percent compared with $1.02 in the prior year. Adjusted diluted earnings per share were $1.46 compared with $1.38 in the prior year, reflecting strong operating results. See the analysis above of adjusted earnings per share for further details.

The table below, which shows results on an adjusted EBITA basis, is intended to supplement the Company's discussion of its results of operations herein. The Company defines adjusted EBITA as earnings excluding interest expense, net, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, and certain gains, losses or impairments. Adjusted EBITA and adjusted EBITA margin are measures used by management and may be useful for investors to evaluate the Company's operational performance.

Three Months Ended Dec 3120242025Change
Earnings before income taxes$775775—%
Percent of sales18.6%17.8%(0.8) pts
Interest expense, net890
Amortization of intangibles278254
Restructuring and related costs1311
Acquisition/divestiture fees and related costs2211
Adjusted EBITA$1,0961,1414%
Percent of sales26.3%26.3%‒ pts

Business Segments

Following is an analysis of operating results for the Company’s business segments for the first quarter ended December 31, 2025, compared with the first quarter ended December 31, 2024. The Company defines segment earnings as earnings before interest and taxes. See Note 13 for a discussion of the Company's business segments.

SOFTWARE & SYSTEMS

Three Months Ended Dec 3120242025ChangeFXAcq/DivU/L
Sales:
Control Systems & Software$1,0231,0442%(2)%—%—%
Test & Measurement35940914%(3)%—%11%
Total$1,3821,4535%(2)%—%3%
Earnings:
Control Systems & Software$20823212%
Test & Measurement(13)14212%
Total$19524626%
Margin14.1%17.0%2.9 pts
Amortization of intangibles:
Control Systems & Software$127101
Test & Measurement105107
Total$232208
Restructuring and related costs:
Control Systems & Software$21
Test & Measurement(1)—
Total$11
Adjusted EBITA$4284556%
Adjusted EBITA Margin31.1%31.3%0.2 pts

Software & Systems sales were $1,453 in the first quarter of 2026, an increase of $71, or 5 percent compared to the prior year, reflecting strong growth in Test & Measurement. Underlying sales were up 3 percent on 3 percent higher price, while volume was flat including a negative 3 percent impact related to the timing of software renewals. Underlying sales increased 3 percent in the Americas, 3 percent in Asia, Middle East & Africa (China up 1 percent), and 4 percent in Europe. Control Systems & Software sales increased $21, or 2 percent, and underlying sales increased slightly, reflecting strong demand in power and life sciences, offset by the negative impact related to the timing of software renewals. Test & Measurement sales increased $50, or 14 percent, and underlying sales increased 11 percent in the first quarter, reflecting strength in aerospace & defense and semiconductor. Earnings for Software & Systems increased $51, up 26 percent, and margin increased 2.9 percentage points, reflecting leverage on higher sales, savings from cost reduction actions, and lower intangibles amortization and restructuring and related costs compared to the prior year. Adjusted EBITA margin increased 0.2 percentage points, which included a negative impact relating to the timing of software renewals of approximately 2 percentage points.

INTELLIGENT DEVICES

Three Months Ended Dec 3120242025ChangeFXAcq/DivU/L
Sales:
Sensors$9729962%(1)%—%1%
Final Control1,3341,3944%(2)%—%2%
Total$2,3062,3904%(2)%—%2%
Earnings:
Sensors$285266(7)%
Final Control3053319%
Total$5905971%
Margin25.6%25.0%(0.6) pts
Amortization of intangibles:
Sensors$1011
Final Control2928
Total$3939
Restructuring and related costs:
Sensors$15
Final Control72
Total$87
Adjusted EBITA$6376431%
Adjusted EBITA Margin27.6%26.9%(0.7) pts

Intelligent Devices sales were $2,390 in the first quarter of 2026, an increase of $84, or 4 percent. Underlying sales increased 2 percent on 3 percent higher price, offset by 1 percent lower volume. Underlying sales increased 3 percent in the Americas, Europe increased 3 percent and Asia, Middle East & Africa was down 2 percent (China down 8 percent). Sensors sales increased $24, or 2 percent, reflecting solid growth in Europe. Sales for Final Control increased $60, or 4 percent, reflecting strong growth in the Americas and solid growth in Europe, with strength in power. Earnings for Intelligent Devices were $597, an increase of $7, or 1 percent, while margin decreased 0.6 percentage points to 25.0 percent, reflecting unfavorable foreign currency transaction comparisons, deleverage on lower volume and unfavorable mix, partially offset by favorable price less net material inflation. Adjusted EBITA margin was 26.9 percent, a decrease of 0.7 percentage points.

SAFETY & PRODUCTIVITY

Three Months Ended Dec 3120242025ChangeFXAcq/DivU/L
Sales$4875033%(2)%—%1%
Earnings$96971%
Margin19.7%19.2%(0.5) pts
Amortization of intangibles$77
Restructuring and related costs$11
Adjusted EBITA$1041051%
Adjusted EBITA Margin21.3%20.9%(0.4) pts

Safety & Productivity sales were $503 in the first quarter of 2026, an increase of $16, or 3 percent compared to the prior year. Underlying sales were up 1 percent on 5 percent higher price offset by 4 percent lower volume. Underlying sales increased 3 percent in the Americas and 2 percent in Asia, Middle East & Africa, while Europe decreased 6 percent. Earnings for Safety & Productivity increased $1, up 1 percent, while margin decreased 0.5 percentage points, reflecting deleverage on lower volume, offset by higher price less net material inflation and the impact of tariffs, and savings from cost reduction actions. Adjusted EBITA margin decreased 0.4 percentage points.

FINANCIAL CONDITION

Key elements of the Company's financial condition for the three months ended December 31, 2025 as compared to the year ended September 30, 2025 and the three months ended December 31, 2024 follow.

Dec 31, 2024Sept 30, 2025Dec 31, 2025
Operating working capital$1,468$2,039$2,407
Current ratio1.50.90.8
Total debt-to-total capital27.1%39.3%39.8%
Net debt-to-net capital18.9%36.2%36.5%
Interest coverage ratio10.0X8.6X7.9X

Operating working capital increased slightly compared to September 30, 2025. The current ratio decreased slightly compared to September 30, 2025. The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 7.9X for the 3 months ended December 31, 2025 compares to 10.0X for the 3 months ended December 31, 2024. The decrease reflects higher interest expense compared to the prior year.

Operating cash flow for the first three months of fiscal 2026 was $699, a decrease of $78 compared with $777 in the prior year, reflecting an increase in operating working capital, partially offset by higher earnings. Free cash flow of $602 in the first three months of fiscal 2026 (operating cash flow of $699 less capital expenditures of $97) decreased $92 compared to free cash flow of $694 in 2025 (operating cash flow of $777 less capital expenditures of $83), reflecting the decrease in operating cash flow. Cash used in investing activities was $125, and cash used in financing activities was $364, reflecting share repurchases of $250 and dividends. During the quarter, the Company repaid €500 of 1.25% euro notes that matured in October 2025.

On February 11, 2025, the Company entered into a $3 billion, 364-day revolving backup credit facility to support increased commercial paper borrowings. The Company expects to enter into a new 364-day revolving backup credit facility with a reduced capacity prior to the expiration of the current facility. This facility is in addition to the Company's existing $3.5 billion five-year revolving backup credit facility with various banks, which was entered into in February 2023.

Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth. Emerson is in a strong financial position, with total assets of $42 billion and common stockholders' equity of $20 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis.

FISCAL 2026 OUTLOOK

For fiscal year 2026, consolidated net sales are expected to be up approximately 5.5 percent, with underlying sales up approximately 4 percent, excluding a 1.5 percent favorable impact from foreign currency translation. Earnings per share are expected to be $4.78 to $4.93, while adjusted earnings per share are expected to be $6.40 to $6.55 (see the following reconciliation).

Outlook for Fiscal 2026 Earnings Per Share2026
Diluted earnings per share$4.78 - $4.93
Amortization of intangibles~ 1.38
Restructuring and related costs~ 0.14
Acquisition/divestiture fees and related costs~ 0.06
Discrete taxes~ 0.04
Adjusted diluted earnings per share$6.40- $6.55

Operating cash flow is expected to be $4.0 to $4.1 billion and free cash flow, which excludes projected capital spending of approximately $0.45 billion, is expected to be $3.5 to $3.6 billion. The fiscal 2026 outlook assumes returning approximately $2.2 billion to shareholders through approximately $1.0 billion of share repurchases and approximately $1.2 billion of dividend payments.

Statements in this report that are not strictly historical may be “forward-looking” statements, which represent management’s expectations, based on currently available information. Actual results, performance or achievements could differ materially from those expressed in any forward-looking statement. Any forward-looking statements in this report speak only as of the date of this report. Emerson undertakes no obligation to update any such statements to reflect new information or later developments. Examples of risks and uncertainties that may cause or actual results or performance to be materially different from those expressed or implied by forward looking statements include the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the "Safe Harbor Statement" of Part II, Item 7, to the Company's Annual Report on Form 10-K for the year ended September 30, 2025, and in subsequent reports filed with the SEC, which are hereby incorporated by reference. The outlook contained herein represents the Company's expectation for its consolidated results, other than as noted herein.

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