0000032604false00000326042026-05-052026-05-050000032604emr:CommonStockof0.50parvaluepershareMemberexch:XNYS2026-05-052026-05-050000032604emr:A2.000Notesdue2029Memberexch:XNYS2026-05-052026-05-050000032604emr:A3.000NotesDue2031Memberexch:XNYS2026-05-052026-05-050000032604emr:A3.500NotesDue2037Memberexch:XNYS2026-05-052026-05-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): May 5, 2026
Emerson Electric Co.
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | |
| Missouri | 1-278 | 43-0259330 |
--------------------------------- (State or Other Jurisdiction of Incorporation) | ------------------- (Commission | --------------------------- (I.R.S. Employer Identification Number) |
| File Number) | |
| | | | | | | | | | | |
| 8027 Forsyth Blvd. | | |
| St. Louis, | Missouri | | 63105 |
------------------------------------------------ (Address of Principal Executive Offices) | | ------------------ (Zip Code) |
Registrant’s telephone number, including area code:
(314) 553-2000
------------------------------------------
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock of $0.50 par value per share | EMR | New York Stock Exchange |
| | NYSE Texas |
| 2.000% Notes due 2029 | EMR 29 | New York Stock Exchange |
| 3.000% Notes due 2031 | EMR 31A | New York Stock Exchange |
| 3.500% Notes due 2037 | EMR 37 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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. ☐
Item 2.02 Results of Operations and Financial Condition
Quarterly Results Press Release
On Tuesday, May 5, 2026, a press release was issued regarding the second quarter results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
References to underlying orders in the press release refer to the Company's trailing three-month average orders growth versus the prior year, excluding currency, and significant acquisitions and divestitures.
Non-GAAP Financial Measures
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and in the press release furnished with this Form 8-K.
Forward-Looking and Cautionary Statements
Statements in the press release 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 the press release speak only as of the date of the press release. Emerson undertakes no obligation to update any such statements to reflect new information or later developments. Examples of risks and uncertainties that may cause our 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, Middle East 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, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents the Company's expectation for its consolidated results, other than as noted herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2026, the Board of Directors of the Company elected Jennifer G. Newstead as a Director of the Company, effective as of August 3, 2026 (the “Effective Date”). Ms. Newstead was also appointed to serve as a member of the Compensation Committee and the Corporate Governance and Nominating and Committee, as of the Effective Date. Ms. Newstead is Senior Vice President and General Counsel of Apple, and prior to joining Apple was the Chief Legal Officer at Meta.
The Board of Directors determined that Ms. Newstead is independent, as defined under the general independence standards of the New York Stock Exchange, the rules and regulations of the Securities and Exchange Commission (“SEC”) and the Company’s Corporate Governance Principles and Practices. There is no arrangement or understanding between Ms. Newstead and any other person pursuant to which Ms. Newstead was elected as a director and the Company is not aware of any transactions with Ms. Newstead that would require disclosure under Item 404(a) of Regulation S-K.
On the Effective Date, Ms. Newstead will receive an award of restricted stock units (“RSU”), representing a $95,000 pro rata award of the $190,000 RSU portion of the annual retainer previously paid to all non-management directors. Going forward, Ms. Newstead will be compensated on the same basis as all other non-management directors of the Company. Compensation for non-management directors is described each year in the Company’s Proxy Statement under “Director Compensation”.
Item 7.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following information is furnished pursuant to Regulation FD.
On May 5, 2026, the Company issued a press release announcing the election of Ms. Newstead. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibits |
| | | |
| 99.1 | | Emerson's May 5, 2026 press release announcing second quarter results. |
| 99.2 | | Emerson's May 5, 2026 press release announcing new Director. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| | | | | | | | | | | |
| | EMERSON ELECTRIC CO. (Registrant) |
| | |
| Date: | May 5, 2026 | By: | /s/ John A. Sperino |
| | | John A. Sperino Vice President and Assistant Secretary |
Emerson Reports Second Quarter 2026 Results; Updates 2026 Outlook
ST. LOUIS, May 5, 2026 /PRNewswire/ -- Emerson (NYSE: EMR) today reported results for its second quarter ended March 31, 2026 and updated its full year outlook for fiscal 2026. Emerson also declared a quarterly cash dividend of $0.555 per share of common stock payable June 10, 2026 to stockholders of record on May 15, 2026.
| | | | | | | | | | | | | | |
| (dollars in millions, except per share) | 2025 Q2 | 2026 Q2 | Change | | | |
Underlying Orders1 | | | 5% | | | |
| Net Sales | $4,432 | $4,562 | 3% | | | |
Underlying Sales2 | | | 0.5% | | | |
| Pretax Earnings | $629 | $793 | | | | |
| Margin | 14.2% | 17.4% | 320 bps | | | |
Adjusted Segment EBITA3 | $1,240 | $1,258 | | | | |
| Margin | 28.0% | 27.6% | (40) bps | | | |
| GAAP Earnings Per Share | $0.86 | $1.10 | 28% | | | |
Adjusted Earnings Per Share4 | $1.48 | $1.54 | 4% | | | |
| Operating Cash Flow | $825 | $779 | (6)% | | | |
| Free Cash Flow | $738 | $694 | (6)% | | | |
Management Commentary
“Emerson's second quarter results reflect our ability to deliver in a dynamic environment," said Emerson President and Chief Executive Officer Lal Karsanbhai. "While sales were impacted by the conflict in the Middle East, margins exceeded expectations, and we achieved strong adjusted earnings per share. Underlying orders were up 5% as we continue to see resilient demand, led by Software & Systems, with sustained momentum in our growth verticals."
Karsanbhai continued, "I want to thank our employees and customers in the Middle East for their unwavering commitment and resiliency. As we look ahead, 2026 continues to develop largely as expected with a strong second half, supported by orders momentum and a robust backlog."
2026 Outlook
The following tables summarize the fiscal year 2026 guidance framework. As we pivot capital allocation to returning cash to shareholders, the 2026 outlook assumes returning ~$2.2B through ~$1B share repurchases and ~$1.2B of dividends.
| | | | | | | | |
| Guidance figures are approximate. | 2026 Q3 | 2026 |
| Net Sales Growth | ~5.5% | ~4.5% |
| Underlying Sales Growth | ~5% | ~3% |
| Earnings Per Share | $1.22 - $1.27 | $4.79 - $4.89 |
| Amortization of intangibles | ~$0.34 | ~$1.38 |
| Restructuring and related costs | ~$0.06 | ~$0.18 |
| Acquisition/divestiture fees and related costs | ~$0.02 | ~$0.06 |
| Discrete taxes | ~$0.01 | ~$0.04 |
| Adjusted Earnings Per Share | $1.65 - $1.70 | $6.45 - $6.55 |
| Operating Cash Flow | | $4.0B - $4.1B |
| Free Cash Flow | | $3.5B - $3.6B |
1 Underlying orders do not include AspenTech.
2 Underlying sales excludes the impact of currency translation, and significant acquisitions and divestitures.
3 Adjusted segment EBITA represents segment earnings excluding restructuring and intangibles amortization expense.
4 Adjusted EPS excludes intangibles amortization expense, restructuring and related costs, acquisition/divestiture gains, losses, fees and related costs, and discrete taxes.
Conference Call
Today, beginning at 3:30 p.m. Central Time / 4:30 p.m. Eastern Time, Emerson management will discuss the second quarter results during an investor conference call. Participants can access a live webcast available at https://ir.emerson.com at the time of the call. A replay of the call will be available for 90 days. Conference call slides will be posted in advance of the call on the company website.
About Emerson
Emerson (NYSE: EMR) is a global automation leader delivering solutions for the most demanding technology challenges. Headquartered in St. Louis, Missouri, Emerson is engineering the autonomous future, enabling customers to optimize operations and accelerate innovation. For more information, visit Emerson.com.
Forward-Looking and Cautionary Statements
Statements in this press release 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 press release speak only as of the date of this press release. Emerson undertakes no obligation to update any such statements to reflect new information or later developments. Examples of risks and uncertainties that may cause our 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, Middle East 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, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents the Company's expectation for its consolidated results, other than as noted herein.
Emerson uses our Investor Relations website, https://ir.emerson.com, as a means of disclosing information
which may be of interest or material to our investors and for complying with disclosure obligations under Regulation
FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases,
SEC filings, public conference calls, webcasts and social media. The information contained on, or that may be
accessed through, our website is not incorporated by reference into, and is not a part of, this document.
| | | | | |
| Investors: | Media: |
| Doug Ashby | Joseph Sala / Greg Klassen |
| (314) 553-2197 | Joele Frank, Wilkinson Brimmer Katcher |
| (212) 355-4449 |
(tables attached)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Table 1 |
| EMERSON AND SUBSIDIARIES |
| CONSOLIDATED OPERATING RESULTS |
| (AMOUNTS IN MILLIONS EXCEPT PER SHARE, UNAUDITED) |
| | | | | | | |
| Quarter Ended March 31, | | Six Months Ended March 31, |
| |
| 2025 | | 2026 | | 2025 | | 2026 |
| | | | | | | |
| Net sales | $ | 4,432 | | | $ | 4,562 | | | $ | 8,608 | | | $ | 8,908 | |
| Cost of sales | 2,061 | | | 2,140 | | | 4,002 | | | 4,174 | |
| SG&A expenses | 1,283 | | | 1,316 | | | 2,506 | | | 2,559 | |
| Other deductions, net | 418 | | | 229 | | | 646 | | | 434 | |
| Interest expense, net | 41 | | | 84 | | | 50 | | | 173 | |
| Earnings before income taxes | 629 | | | 793 | | | 1,404 | | | 1,568 | |
| Income taxes | 199 | | | 175 | | | 382 | | | 344 | |
| Net earnings | 430 | | | 618 | | | 1,022 | | | 1,224 | |
| Less: Noncontrolling interests in subsidiaries | (55) | | | — | | | (48) | | | 1 | |
| Net earnings common stockholders | $ | 485 | | | $ | 618 | | | $ | 1,070 | | | $ | 1,223 | |
| | | | | | | |
| Diluted avg. shares outstanding | 565.4 | | | 563.0 | | | 568.2 | | | 563.5 | |
| | | | | | | |
| Diluted earnings per share common stockholders | | | | | | | |
| | | | | | | |
| | | | | | | |
| Diluted earnings per common share | $ | 0.86 | | | $ | 1.10 | | | $ | 1.88 | | | $ | 2.17 | |
| | | | | | | |
| | | | | | | |
| Quarter Ended March 31, | | Six Months Ended March 31, |
| |
| 2025 | | 2026 | | 2025 | | 2026 |
| Other deductions, net | | | | | | | |
| Amortization of intangibles | $ | 229 | | | $ | 205 | | | $ | 457 | | | $ | 409 | |
| Restructuring costs | 21 | | | 45 | | | 32 | | | 53 | |
| Other | 168 | | | (21) | | | 157 | | | (28) | |
| Total | $ | 418 | | | $ | 229 | | | $ | 646 | | | $ | 434 | |
| | | | | | | |
| | | | | | | | | | | |
| | | Table 2 |
| EMERSON AND SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| (DOLLARS IN MILLIONS, UNAUDITED) |
| | | |
| | | |
| Sept 30, 2025 | | March 31, 2026 |
| Assets | | | |
| Cash and equivalents | $ | 1,544 | | | $ | 1,791 | |
| Receivables, net | 3,101 | | | 3,158 | |
| Inventories | 2,213 | | | 2,452 | |
| Other current assets | 1,725 | | | 1,850 | |
| Total current assets | 8,583 | | | 9,251 | |
| Property, plant & equipment, net | 2,871 | | | 2,850 | |
| Goodwill | 18,193 | | | 18,153 | |
| Other intangible assets | 9,458 | | | 8,954 | |
| Other | 2,859 | | | 2,880 | |
| Total assets | $ | 41,964 | | | $ | 42,088 | |
| | | |
| Liabilities and equity | | | |
| Short-term borrowings and current maturities of long-term debt | $ | 4,797 | | | $ | 5,804 | |
| Accounts payable | 1,384 | | | 1,468 | |
| Accrued expenses | 3,616 | | | 3,382 | |
| Total current liabilities | 9,797 | | | 10,654 | |
| Long-term debt | 8,319 | | | 7,555 | |
| Other liabilities | 3,550 | | | 3,560 | |
| Equity | | | |
| Common stockholders' equity | 20,282 | | | 20,303 | |
| Noncontrolling interests in subsidiaries | 16 | | | 16 | |
| Total equity | 20,298 | | | 20,319 | |
| Total liabilities and equity | $ | 41,964 | | | $ | 42,088 | |
| | | | | | | | | | | | | | |
| | | | Table 3 |
| EMERSON AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (DOLLARS IN MILLIONS, UNAUDITED) |
| | | | |
| Six Months Ended March 31, |
| | | 2025 | | 2026 |
| Operating activities | | | | |
| Net earnings | | $ | 1,022 | | | $ | 1,224 | |
| | | | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | |
| Depreciation and amortization | | 767 | | | 728 | |
| Stock compensation | | 127 | | | 113 | |
| | | | |
| | | | |
| Changes in operating working capital | | (203) | | | (613) | |
| Other, net | | (110) | | | 26 | |
| Cash from continuing operations | | 1,603 | | 1,478 |
| Cash from discontinued operations | | (585) | | — |
| Cash provided by operating activities | | 1,018 | | 1,478 |
| | | | |
| Investing activities | | | | |
| Capital expenditures | | (170) | | | (182) | |
| Purchases of businesses, net of cash and equivalents acquired | | (36) | | | — | |
| | | | |
| | | | |
| Other, net | | (58) | | | (24) | |
| | | | |
| | | | |
| Cash used in investing activities | | (264) | | | (206) | |
| | | | |
| Financing activities | | | | |
| Net increase in short-term borrowings | | 2,628 | | | 2,027 | |
| Proceeds from short-term borrowings greater than three months | | 2,496 | | | 4,447 | |
| Payments of short-term borrowings greater than three months | | — | | | (5,611) | |
| Proceeds from long-term debt | | 1,544 | | | — | |
| Payments of long-term debt | | (2) | | | (587) | |
| Dividends paid | | (598) | | | (624) | |
| Purchases of common stock | | (1,122) | | | (542) | |
| | | | |
| | | | |
| Purchase of noncontrolling interest | | (7,171) | | | — | |
| Settlement of AspenTech share awards | | (76) | | | — | |
| Other, net | | (81) | | | (123) | |
| Cash used in financing activities | | (2,382) | | | (1,013) | |
| | | | |
| Effect of exchange rate changes on cash and equivalents | | (73) | | | (12) | |
| Increase (decrease) in cash and equivalents | | (1,701) | | | 247 | |
| Beginning cash and equivalents | | 3,588 | | | 1,544 | |
| Ending cash and equivalents | | $ | 1,887 | | | $ | 1,791 | |
| | | | |
| | | | | | | | | | | |
| | | Table 4 |
| EMERSON AND SUBSIDIARIES |
| SEGMENT SALES AND EARNINGS |
| (DOLLARS IN MILLIONS, UNAUDITED) |
The following tables show results for the Company's segments on an adjusted segment EBITA basis and are intended to supplement the Company's results of operations, including its segment earnings which are defined as earnings before interest and taxes. The Company defines adjusted segment and total segment EBITA as segment earnings excluding intangibles amortization expense, and restructuring and related expense. Adjusted segment and total segment EBITA, and adjusted segment and total segment EBITA margin are measures used by management and may be useful for investors to evaluate the Company's segments' operational performance.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended March 31, | |
| 2025 | | 2026 | | Reported | | Underlying | |
| Sales | | | | | | | | |
| Control Systems & Software | $ | 1,093 | | | $ | 1,089 | | | — | % | | (2) | % | |
| Test & Measurement | 358 | | | 414 | | | 16 | % | | 12 | % | |
| Software & Systems | $ | 1,451 | | | $ | 1,503 | | | 4 | % | | 1 | % | |
| | | | | | | | |
| Sensors | 1,000 | | | 1,024 | | | 2 | % | | — | % | |
| Final Control | 1,459 | | | 1,488 | | | 2 | % | | (1) | % | |
| Intelligent Devices | $ | 2,459 | | | $ | 2,512 | | | 2 | % | | (1) | % | |
| | | | | | | | |
| Safety & Productivity | $ | 522 | | | $ | 547 | | | 5 | % | | 2 | % | |
| | | | | | | | |
| Total | $ | 4,432 | | | $ | 4,562 | | | 3 | % | | 0.5 | % | |
| | | | | | | | | | | | | | | | | | | | |
| Sales Growth by Geography | | | | | |
| Quarter Ended March 31, | | | | |
| Americas | 5 | % | | | | | |
| Europe | (4) | % | | | | | |
| Asia, Middle East & Africa | (5) | % | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended March 31, |
| 2025 | | 2026 | | Reported | | Underlying |
| | | | | | | |
| Sales | | | | | | | |
| Control Systems & Software | $ | 2,116 | | | $ | 2,133 | | | 1 | % | | (1) | % |
| Test & Measurement | 717 | | | 823 | | | 15 | % | | 12 | % |
| Software & Systems | $ | 2,833 | | | $ | 2,956 | | | 4 | % | | 2 | % |
| | | | | | | |
| Sensors | 1,972 | | | 2,020 | | | 2 | % | | — | % |
| Final Control | 2,793 | | | 2,882 | | | 3 | % | | — | % |
| Intelligent Devices | $ | 4,765 | | | $ | 4,902 | | | 3 | % | | — | % |
| | | | | | | |
| Safety & Productivity | $ | 1,010 | | | $ | 1,050 | | | 4 | % | | 2 | % |
| | | | | | | |
| Total | $ | 8,608 | | | $ | 8,908 | | | 3 | % | | 1 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Sales Growth by Geography | | | | | | | |
| Six Months Ended March 31, | | | | |
| Americas | 4 | % | | | | | | |
| Europe | (1) | % | | | | | | |
| Asia, Middle East & Africa | (3) | % | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended March 31, | | Quarter Ended March 31, |
| 2025 | | 2026 |
| As Reported (GAAP) | | Adjusted EBITA (Non-GAAP) | | As Reported (GAAP) | | Adjusted EBITA (Non-GAAP) |
| Earnings | | | | | | | |
| Control Systems & Software | $ | 238 | | $ | 375 | | $ | 224 | | $ | 329 |
| Margins | 21.7 | % | | 34.2 | % | | 20.6 | % | | 30.2 | % |
| Test & Measurement | (24) | | | 87 | | | (5) | | | 109 | |
| Margins | (6.8) | % | | 24.3 | % | | (1.2) | % | | 26.3 | % |
| Software & Systems | $ | 214 | | $ | 462 | | $ | 219 | | $ | 438 |
| Margins | 14.6 | % | | 31.7 | % | | 14.6 | % | | 29.2 | % |
| | | | | | | |
| Sensors | 266 | | | 279 | | | 276 | | | 296 | |
| Margins | 26.6 | % | | 27.9 | % | | 27.0 | % | | 28.9 | % |
| Final Control | 355 | | | 386 | | | 353 | | | 405 | |
| Margins | 24.4 | % | | 26.5 | % | | 23.7 | % | | 27.2 | % |
| Intelligent Devices | $ | 621 | | $ | 665 | | $ | 629 | | $ | 701 |
| Margins | 25.3 | % | | 27.1 | % | | 25.0 | % | | 27.9 | % |
| | | | | | | |
| Safety & Productivity | $ | 105 | | $ | 113 | | $ | 109 | | $ | 119 |
| Margins | 20.2 | % | | 21.8 | % | | 19.8 | % | | 21.7 | % |
| | | | | | | |
Corporate items and interest expense, net: | | | | | | | |
| Stock compensation | (59) | | | (50) | | | (57) | | | (53) | |
| Unallocated pension and postretirement costs | 27 | | | 27 | | | 28 | | | 28 | |
| Corporate and other | (238) | | | (74) | | | (51) | | | (39) | |
| Interest expense, net | (41) | | | — | | | (84) | | | — | |
| Pretax Earnings / Adjusted EBITA | $ | 629 | | $ | 1,143 | | $ | 793 | | $ | 1,194 |
| Margins | 14.2 | % | | 25.8 | % | | 17.4 | % | | 26.2 | % |
| | | | | | | |
| Supplemental Total Segment Earnings: | | | | | | | |
| Adjusted Total Segment EBITA | | | $ | 1,240 | | | | $ | 1,258 |
| Margins | | | 28.0 | % | | | | 27.6 | % |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended March 31, | | Quarter Ended March 31, | |
| 2025 | | 2026 | |
| Amortization of Intangibles1 | | Restructuring and Related Costs2 | | Amortization of Intangibles1 | | Restructuring and Related Costs2 | |
| Control Systems & Software | $ | 128 | | | $ | 9 | | | $ | 101 | | | $ | 4 | | |
| Test & Measurement | 105 | | | 6 | | | 107 | | | 7 | | |
| Software & Systems | $ | 233 | | | $ | 15 | | | $ | 208 | | | $ | 11 | | |
| | | | | | | | |
| Sensors | 11 | | | 2 | | | 12 | | | 8 | | |
| Final Control | 28 | | | 3 | | | 27 | | | 25 | | |
| Intelligent Devices | $ | 39 | | | $ | 5 | | | $ | 39 | | | $ | 33 | | |
| | | | | | | | |
| Safety & Productivity | $ | 6 | | | $ | 2 | | | $ | 7 | | | $ | 3 | | |
| | | | | | | | |
| Corporate | — | | | 5 | | | — | | | 6 | | |
| Total | $ | 278 | | | $ | 27 | | | $ | 254 | | | $ | 53 | | |
| | | | | | | | |
1 Amortization of intangibles includes $49 and $49 reported in cost of sales for the three months ended March 31, 2025 and 2026, respectively. |
2 Restructuring and related costs includes $6 and $8 reported in cost of sales and selling, general and administrative expenses for the three months ended March 31, 2025 and 2026, respectively. |
|
| | | | | | | | | | | |
| | | |
| Quarter Ended March 31, |
| Depreciation and Amortization | 2025 | | 2026 |
| Control Systems & Software | $ | 148 | | | $ | 125 | |
| Test & Measurement | 119 | | | 120 | |
| Software & Systems | 267 | | | 245 | |
| | | |
| Sensors | 32 | | | 34 | |
| Final Control | 56 | | | 58 | |
| Intelligent Devices | 88 | | | 92 | |
| | | |
| Safety & Productivity | 18 | | | 19 | |
| | | |
| Corporate | 11 | | | 13 | |
| Total | $ | 384 | | | $ | 369 | |
| | | | | | | | | | | |
| EMERSON AND SUBSIDIARIES |
| ADJUSTED CORPORATE AND OTHER SUPPLEMENTAL |
| (DOLLARS IN MILLIONS, UNAUDITED) |
The following table shows the Company's stock compensation and corporate and other expenses on an adjusted basis. The Company's definition of adjusted stock compensation excludes integration-related stock compensation expense. The Company's definition of adjusted corporate and other excludes corporate restructuring and related costs, first year purchase accounting related items and transaction fees, and certain gains, losses or impairments. This metric is useful for reconciling from total adjusted segment EBITA to the Company's consolidated adjusted EBITA.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Quarter Ended March 31, | |
| | | | | 2025 | | 2026 | |
| Stock compensation (GAAP) | | | | | $ | (59) | | | $ | (57) | | |
| Integration-related stock compensation expense | | | | | 9 | | 1 | 4 | | |
| Adjusted stock compensation (non-GAAP) | | | | | $ | (50) | | | $ | (53) | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Quarter Ended March 31, |
| | | | | 2025 | | 2026 |
| Corporate and other (GAAP) | | | | | $ | (238) | | | $ | (51) | |
| Corporate restructuring and related costs | | | | | 4 | | | 5 | |
| Acquisition / divestiture costs | | | | | 160 | | | 7 | |
| | | | | | | |
| | | | | | | |
| Adjusted corporate and other (non-GAAP) | | | | | $ | (74) | | | $ | (39) | |
| | | | | | | |
1 Integration-related stock compensation expense for the three months ended March 31, 2025 relates to AspenTech and includes $1 reported as restructuring costs. |
| | | | | | | | | | | |
| | | Table 6 |
| EMERSON AND SUBSIDIARIES |
| ADJUSTED EBITA & EPS SUPPLEMENTAL |
| (AMOUNTS IN MILLIONS EXCEPT PER SHARE, UNAUDITED) |
The following tables, which show results on an adjusted EBITA basis and diluted earnings per share on an adjusted basis, are 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 fees, and certain gains, losses or impairments. Adjusted 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. Adjusted EBITA, adjusted EBITA margin, and adjusted earnings per share are measures used by management and may be useful for investors to evaluate the Company's operational performance.
| | | | | | | | | | | |
| Quarter Ended March 31, |
| 2025 | | 2026 |
| Pretax earnings | $ | 629 | | $ | 793 |
| Percent of sales | 14.2 | % | | 17.4 | % |
| Interest expense, net | 41 | | 84 |
| | | |
| Amortization of intangibles | 278 | | 254 |
| Restructuring and related costs | 27 | | 53 |
| Acquisition/divestiture fees and related costs | 168 | | 10 |
| | | |
| | | |
| Adjusted EBITA | $ | 1,143 | | $ | 1,194 |
| Percent of sales | 25.8 | % | | 26.2 | % |
| | | |
| Quarter Ended March 31, |
| 2025 | | 2026 |
| GAAP earnings per share | $ | 0.86 | | $ | 1.10 |
| Amortization of intangibles | 0.32 | | 0.35 |
| Restructuring and related costs | 0.04 | | 0.07 |
| Discrete taxes | 0.09 | | 0.01 |
| | | |
| Acquisition/divestiture fees and related costs | 0.17 | | 0.01 |
| Adjusted earnings per share | $ | 1.48 | | $ | 1.54 |
| | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quarter Ended March 31, 2026 |
| Pretax Earnings | | Income Taxes | | Net Earnings | | Non-Controlling Interests | | Net Earnings Common Stockholders | | Diluted Earnings Per Share |
| As reported (GAAP) | $ | 793 | | | $ | 175 | | | $ | 618 | | | $ | — | | | $ | 618 | | | $ | 1.10 | |
| Amortization of intangibles | 254 | 1 | 59 | | 195 | | — | | | 195 | | 0.35 |
| Restructuring and related costs | 53 | 2 | 11 | | 42 | | — | | | 42 | | 0.07 |
| Acquisition/divestiture fees and related costs | 10 | | 2 | | 8 | | — | | | 8 | | 0.01 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Discrete taxes | — | | (6) | | 6 | | — | | | 6 | | 0.01 |
| Adjusted (non-GAAP) | $ | 1,110 | | | $ | 241 | | | $ | 869 | | | $ | — | | | $ | 869 | | | $ | 1.54 | |
| Interest expense, net | 84 | | | | | | | | | | | |
| Adjusted EBITA (non-GAAP) | $ | 1,194 | | | | | | | | | | | |
| | | | | | | | | | | |
1 Amortization of intangibles includes $49 reported in cost of sales. |
2 Restructuring and related costs includes $8 reported in cost of sales and selling, general and administrative expenses. |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Reconciliations of Non-GAAP Financial Measures & Other | | Table 7 |
| | | | | | | |
Reconciliations of Non-GAAP measures with the most directly comparable GAAP measure (dollars in millions, except per share amounts). See tables 4 through 6 for additional non-GAAP reconciliations. | |
| | | | | | | | | | | | | | |
| 2026 Q2 Underlying Sales Change | Reported | (Favorable) / Unfavorable FX | (Acquisitions) / Divestitures | Underlying |
| Control Systems & Software | — | % | (2) | % | — | % | (2) | % |
| Test & Measurement | 16 | % | (4) | % | — | % | 12 | % |
| Software & Systems | 4 | % | (3) | % | — | % | 1 | % |
| Sensors | 2 | % | (2) | % | — | % | — | % |
| Final Control | 2 | % | (3) | % | — | % | (1) | % |
| Intelligent Devices | 2 | % | (3) | % | — | % | (1) | % |
| Safety & Productivity | 5 | % | (3) | % | — | % | 2 | % |
| Emerson | 3 | % | (2.5) | % | — | % | 0.5 | % |
| | | | | | | | | | | | | | |
| Six Months Ended March 31, 2026 Underlying Sales Change | Reported | (Favorable) / Unfavorable FX | (Acquisitions) / Divestitures | Underlying |
| Control Systems & Software | 1 | % | (2) | % | — | % | (1) | % |
| Test & Measurement | 15 | % | (3) | % | — | % | 12 | % |
| Software & Systems | 4 | % | (2) | % | — | % | 2 | % |
| Sensors | 2 | % | (2) | % | — | % | — | % |
| Final Control | 3 | % | (3) | % | — | % | — | % |
| Intelligent Devices | 3 | % | (3) | % | — | % | — | % |
| Safety & Productivity | 4 | % | (2) | % | — | % | 2 | % |
| Emerson | 3 | % | (2) | % | — | % | 1 | % |
| | | | | | | | |
| Underlying Growth Guidance | 2026 Q3 Guidance | 2026 Guidance |
| Reported (GAAP) | ~5.5% | ~4.5% |
| (Favorable) / Unfavorable FX | ~(0.5 pts) | ~(1.5 pts) |
| (Acquisitions) / Divestitures | - | - |
| Underlying (non-GAAP) | ~5% | ~3% |
| | | | | | | | | | | | | | | | | | | | |
| 2025 Q2 Adjusted Segment EBITA | EBIT | EBIT Margin | Amortization of Intangibles | Restructuring and Related Costs | Adjusted Segment EBITA | Adjusted Segment EBITA Margin |
| Control Systems & Software | $ | 238 | | 21.7 | % | $ | 128 | | $ | 9 | | $ | 375 | | 34.2 | % |
| Test & Measurement | (24) | | (6.8) | % | 105 | | 6 | | 87 | | 24.3 | % |
| Software & Systems | $ | 214 | | 14.6 | % | $ | 233 | | $ | 15 | | $ | 462 | | 31.7 | % |
| Sensors | 266 | | 26.6 | % | 11 | | 2 | | 279 | | 27.9 | % |
| Final Control | 355 | | 24.4 | % | 28 | | 3 | | 386 | | 26.5 | % |
| Intelligent Devices | $ | 621 | | 25.3 | % | $ | 39 | | $ | 5 | | $ | 665 | | 27.1 | % |
| Safety & Productivity | $ | 105 | | 20.2 | % | $ | 6 | | $ | 2 | | $ | 113 | | 21.8 | % |
| | | | | | | | | | | | | | | | | | | | |
| 2026 Q2 Adjusted Segment EBITA | EBIT | EBIT Margin | Amortization of Intangibles | Restructuring and Related Costs | Adjusted Segment EBITA | Adjusted Segment EBITA Margin |
| Control Systems & Software | $ | 224 | | 20.6 | % | $ | 101 | | $ | 4 | | $ | 329 | | 30.2 | % |
| Test & Measurement | (5) | | (1.2) | % | 107 | | 7 | | 109 | | 26.3 | % |
| Software & Systems | $ | 219 | | 14.6 | % | $ | 208 | | $ | 11 | | $ | 438 | | 29.2 | % |
| Sensors | 276 | | 27.0 | % | 12 | | 8 | | 296 | | 28.9 | % |
| Final Control | 353 | | 23.7 | % | 27 | | 25 | | 405 | | 27.2 | % |
| Intelligent Devices | $ | 629 | | 25.0 | % | $ | 39 | | $ | 33 | | $ | 701 | | 27.9 | % |
| Safety & Productivity | $ | 109 | | 19.8 | % | $ | 7 | | $ | 3 | | $ | 119 | | 21.7 | % |
| | | | | | | | | | | |
| Total Adjusted Segment EBITA | | 2025 Q2 | 2026 Q2 |
| Pretax earnings (GAAP) | | $ | 629 | $ | 793 |
| Margin | | 14.2 | % | 17.4 | % |
| Corporate items and interest expense, net | | 311 | 164 |
| Amortization of intangibles | | 278 | 254 |
| Restructuring and related costs | | 22 | 47 |
| Adjusted segment EBITA (non-GAAP) | | $ | 1,240 | $ | 1,258 |
| Margin | | 28.0 | % | 27.6 | % |
| | | | | | | | | | | | | | | | | | | | |
| Free Cash Flow | | 2025 Q2 | 2026 Q2 | | 2025E ($ in billions) | |
| Operating cash flow (GAAP) | | $ | 825 | | $ | 779 | | | $4.0 - $4.1 | |
| Capital expenditures | | (87) | (85) | | ~(0.45) | |
| Free cash flow (non-GAAP) | | $ | 738 | | $ | 694 | | | $3.5 - $3.6 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Note 1: Underlying sales and orders exclude the impact of currency translation and significant acquisitions and divestitures. |
| Note 2: All fiscal year 2026E figures are approximate, except where range is given. |
Jennifer Newstead to Join Emerson’s Board of Directors
ST. LOUIS – May 5, 2026 – Emerson (NYSE: EMR) today announced the election of Jennifer Newstead, Senior Vice President and General Counsel at Apple, to its Board of Directors, effective August 3, 2026. She will serve on the Compensation Committee and the Corporate Governance and Nominating Committee. With Newstead’s appointment, the Emerson Board will expand to 11 members.
With decades of experience spanning both the public and private sectors, Newstead brings comprehensive expertise in policy, corporate governance, government affairs, litigation and compliance to the Emerson Board. Newstead joined Apple’s executive team in 2026 as Senior Vice President and General Counsel, overseeing all legal matters. Prior to Apple, Newstead served as Chief Legal Officer and General Counsel at Meta for more than six years, and she held several senior roles across the U.S. government earlier in her career.
“Jennifer is a highly respected and accomplished leader with more than 30 years of legal and regulatory experience, which will be a strong complement to our best-in-class Board,” said James Turley, Chair of the Emerson Board of Directors. “The entire Emerson team is energized and aligned as we execute our differentiated value creation framework.”
“With the support of our Board, Emerson continues to accelerate innovation and advance our world-class industrial software portfolio,” said Lal Karsanbhai, President and Chief Executive Officer of Emerson. “As we work to advance our offerings across a diverse set of industries, Jennifer’s unique skillset and perspectives will be a valuable addition to the Board.”
“Emerson has built a strong track record as a leader in automation and industrial software, and I am honored to join the Board,” said Newstead. “Having spent my career at the intersection of law, policy and business, I look forward to contributing to Emerson’s strategy to transform global industries with the Company’s highly differentiated technology and market-leading solutions.”
About Jennifer Newstead
Jennifer Newstead is Senior Vice President and General Counsel at Apple, where she oversees all of the company’s legal matters, including corporate governance, intellectual property, litigation and securities compliance, global security and privacy. Prior to joining Apple in January 2026, she served as Chief Legal Officer at Meta, formerly Facebook, responsible for all global legal and corporate governance matters on behalf of the company. Prior to joining Meta in 2019, Newstead served in senior roles in the U.S. government, most recently as the Senate-confirmed legal adviser of the U.S. Department of State, where she advised on issues of domestic and international law affecting the conduct of U.S. foreign relations. She previously served as General Counsel of the White House Office of Management and Budget and as a Principal Deputy Assistant Attorney General at the U.S. Department of Justice.
In the private sector, Newstead spent 12 years as a partner at Davis Polk & Wardwell LLP, advising technology, media and financial services firms on litigation and regulatory matters. Newstead serves on the Board of Trustees at the National Constitution Center, is a member of the Executive Committee at the Association of General Counsel and serves on the Advisory Committee on International Law at the U.S. Department of State. She graduated magna cum laude from Harvard University, where she received her A.B., and received her J.D. from Yale Law School. Following law school, Newstead clerked for Justice Stephen Breyer of the United States Supreme Court and Judge Laurence Silberman of the U.S. Court of Appeals for the DC Circuit. She previously served as an adjunct professor of law at Georgetown University Law Center.
About Emerson
Emerson (NYSE: EMR) is a global automation leader delivering solutions for the most demanding technology challenges. Headquartered in St. Louis, Missouri, Emerson is engineering the autonomous future, enabling customers to optimize operations and accelerate innovation. For more information, visit Emerson.com.
Emerson uses our Investor Relations website, https://ir.emerson.com/, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD.
Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Contacts
Investors
Doug Ashby
(314) 553-2197
Media
Joseph Sala / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449