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EMREmerson Electric

Industrials · Electrical Equipment · NYSE

Emerson Electric Co. ("Emerson", "we", "us", "our" or the "Company”) is a global automation company that provides innovative solutions for customers in a wide range of end markets around the world. 10-K, Item 1

Headquarters
St Louis, MO
CEO
Surendralal Lanca Karsanbhai
Next results
around Feb 2, 2027
Compare with peers → Embed

10-K 0000032604-26-000054 (2026-11-09) vs 10-K 0000032604-25-000087 (2025-11-10)

SectionCompared textWords nowChanged
Risk FactorsItem 1A4,148 22.1%
MD&AItem 78,689 27.9%
Legal ProceedingsItem 380 not compared
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 287 words changed in this paragraph; it is 48% similar to last year's version.
The Company relies on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manage or support a variety of business processes processes, products, services and activities. These technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components; power outages; telecommunications or system failures; terrorist attacks; natural disasters; employee error or malfeasance; server or cloud provider breaches; and computer viruses or rapidly evolving cyberattacks. Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures, known as advanced persistent threats, including those using artificial intelligence, directed at the Company, its products, its customers and/or its third-party service providers. Advanced artificial intelligence tools and frontier models may enable bad actors to automate vulnerability discovery, identify and exploit weaknesses before they are detected by the Company, accelerate attacks, and develop new, more evasive malware. Despite the implementation of cybersecurity measures (including access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of backup and protective systems), the Company’s information technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches. It is possible for such vulnerabilities to remain undetected for an extended period. In addition, it is possible a security breach could result in theft of trade secrets or other intellectual property or disclosure of confidential customer, supplier or employee information. We anticipate that the risk of cybersecurity attacks will increase as artificial intelligence capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks, with the possibility of additional vulnerabilities being introduced through our own use of artificial intelligence and its use by our stakeholders, including vendors and customers, among others. Should the Company be unable to prevent security breaches or other damage to our information technology systems, disruptions could have an adverse effect on our operations, as well as expose the Company to litigation, liability or penalties under privacy laws, increased cybersecurity protection costs, reputational damage and product failure. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S. and elsewhere. Compliance with privacy and localization laws and regulations increases operational complexity. Failure to comply with these regulatory standards could subject us to fines and penalties, as well as legal and reputational risks, including proceedings against the Company by governmental entities or others.

Source: Item 1A, 10-K 0000032604-26-000054 vs Item 1A, 10-K 0000032604-25-000087

MD&A 192 words changed in this paragraph; it is 39% similar to last year's version.
The Company maintains a prudent long-term investment strategy consistent with the duration of pension obligations. The determination of defined benefit plan expense and liabilities is dependent on various assumptions, including the expected annual rate of return on plan assets, the discount rate and the rate of annual compensation increases. In accordance with U.S. generally accepted fiscal 2026, the Company elected to change its method of accounting principles, actual results that differ from the Company's assumptions are accumulated as deferred for actuarial gains or and losses associated with its defined benefit pension and other postretirement benefit plans. Under the new method, commonly referred to as mark-to-market accounting, actuarial gains and losses are recognized in earnings in the period in which they arise. Previously, Emerson had recognized actuarial gains and losses in accumulated other comprehensive income and amortized to expense a portion of those amounts into net periodic benefit cost in future subsequent periods. The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016. Effective January 1, 2025, the Company implemented a new profit sharing retirement program for all U.S. non-union employees. Eligible employees receive a base contribution to a cash balance account administered within the principal U.S. defined benefit plan, funded by surplus pension assets, as well as a potential profit sharing contribution to their defined contribution account. For employees that had continued to accrue benefits in the principal U.S. defined benefit plan, future service after December 31, 2024 is frozen.

Source: Item 7, 10-K 0000032604-26-000054 vs Item 7, 10-K 0000032604-25-000087

Every change, by type

Sentences and paragraphs of EMR's Risk Factors and MD&A, 10-K 2026-11-09 against 10-K 2025-11-10. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money

Read it in 10-K 2026-11-09 at sec.gov ↗

RemovedRisk Factors
Our businesses operate in markets that are highly competitive and potentially volatile, and we compete on the basis of product performance, quality, service and/or price across the industries and markets served. Our businesses are

Read it in 10-K 2025-11-10 at sec.gov ↗

RewordedRisk Factors
The recent changes Supreme Court ruling in U.S. trade policy involving February 2026 that the application or increase International Emergency Economic Powers Act does not authorize the imposition of tariffs tariffs) and the subsequent retaliatory measures against the U.S. have created a dynamic environment that may have a material adverse impact on our business.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
The recent changes in U.S. trade policy involving the application or increase of tariffs and the subsequent retaliatory measures against (including the U.S. have created a dynamic environment that may have a material adverse impact on our business.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Moreover, standards and expectations for ESG sustainability matters continue to evolve and may be subject to varying interpretations, which may result in significant revisions to our goals or progress.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Our and our suppliers’ non-U.S. production facilities and operations have been and could be further disrupted by weather and natural disaster (including the potential effects of climate change), labor strife, war (including the Russia-Ukraine Russia-Ukraine, Middle East and other global conflicts), political unrest, terrorist activity or public health concerns such as an epidemic or pandemic, particularly in emerging countries that are not well-equipped to handle such occurrences.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
In response to growing customer, investor, employee, governmental, and other stakeholder interest in our ESG sustainability practices, we have increased reporting of our ESG sustainability programs and performance and have established and announced our aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, emissions and our net zero ambition.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Increasing Interest and Expectations with Respect to Environmental, Social, and Governance (ESG) Sustainability Matters by Our Various Stakeholders Could Adversely Affect Our Business and Operating Results

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
A significant element of our competitive strategy is to deliver solutions to our customers through our software offerings and by manufacturing high-quality products at the best relevant global cost.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures, known as advanced persistent threats, including those using artificial intelligence, directed at the Company, its products, its customers and/or its third-party service providers.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
technological factors, among others, changes in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
In fiscal 2026, the Company elected to change its method of accounting for actuarial gains and losses associated with its defined benefit pension and other postretirement benefit plans. Under the new method, commonly referred

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
to as mark-to-market accounting, actuarial gains and losses are recognized in earnings in the period in which they arise. Previously, Emerson had recognized actuarial gains and losses in accumulated other comprehensive income and amortized a portion of those amounts into net periodic benefit cost in subsequent periods. Prior period results have been recast to reflect the impact of this accounting change. The impact of the pension and OPEB mark-to-market adjustment is excluded from adjusted earnings per share. See further discussion herein and in Notes 1 and 14.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
conflict in the Middle East. Foreign currency had a 1 percent favorable impact. Underlying sales were up 9 percent in the U.S. and up 1 percent internationally.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act ("IEEPA") does not authorize the imposition of tariffs. Subsequently, on April 20, 2026, U.S. Customs and Border Protection launched an administrative portal through which eligible importers could submit claims for refunds. During fiscal

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
Emerson believes the new method is preferable under U.S. GAAP because it improves the transparency of the Company's results of operations by recognizing the effects of current economic conditions and plan experience in the period in which they arise, rather than amortizing those effects into earnings over future periods. The new method also better aligns the measurement of pension and other postretirement benefit expense with fair value principles.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
Under the mark-to-market method of accounting, the Company recognizes actuarial gains and losses annually in the fourth quarter based on the plans' September 30 annual measurement date. The annual mark-to-market adjustment principally reflects changes in discount rates, returns on plan assets and other actuarial assumptions. This accounting change has been applied retrospectively to all periods presented. As of October 1, 2023, the cumulative effect of the change resulted in a decrease of $251 to retained earnings and an increase of $251 to accumulated other comprehensive income (loss), both of which are components of total equity in the consolidated balance sheet.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
The annual mark-to-market adjustment is reported in the Company's consolidated results but is not allocated to its reportable segments. Further, it has no impact on total cash flows, the funded status of its plans, the Company's funding requirements or benefits payable to plan participants.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
Income tax expense and tax assets and liabilities reflect management's assessment of taxes paid or expected to be paid (received) on items included in the financial statements. Deferred tax assets and liabilities arise from temporary

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
In September 2025, the FASB issued ASU No. 2025-06 (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, which modifies the criteria for capitalizing internal-use software costs. The updates are effective for the Company in fiscal 2029, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its financial statements.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
In December 2025, the FASB issued ASU No. 2025-10 (Topic 832), Accounting for Government Grants Received by Business Entities, which establishes requirements for the recognition, measurement, presentation and disclosure of government grants received by business entities. The updates are effective for the Company in fiscal 2030, with

Read it in 10-K 2026-11-09 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
In 2023, the Company acquired two businesses, Flexim, which is reported in the Measurement & Analytical segment, and Afag, which is reported in the Discrete Automation segment, for $715, net of cash acquired.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in 2022) to private equity funds managed by Blackstone in a $14.0 billion transaction. The Company recognized a pretax gain of approximately $10.6 billion (approximately $8.4 billion after-tax including tax expense recognized in prior quarters related to subsidiary restructurings). The standalone business is named Copeland.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary and in 2023, recognized a pretax loss of $47 in Other deductions ($47 after-tax, in total $0.08 per share) related to its exit of business operations in Russia. Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion, and the Company recognized a pretax gain of approximately $2.8 billion (approximately $2.1 billion after-tax) in 2023.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
The increase in the debt-to-total capital ratios in 2025 reflects the increased commercial paper and long-term debt discussed above. The total debt-to-capital ratio decreased slightly in 2024, reflecting repayments of long-term debt, while the net debt-to-net capital ratio increased reflecting the use of cash held on the balance sheet at September 30, 2023 that was used to complete the NI acquisition. Although the Company's financial leverage and debt ratios are currently elevated compared to its historical levels, Emerson expects to retain its investment-grade long-term debt ratings. Further, the Company expects its leverage and debt ratios to improve through disciplined capital allocation, which includes using a portion of its cash flows to reduce net debt.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
rates, expected equity market returns and the volatility of markets served, particularly when recessionary economic circumstances continue for an extended period of time.

Read it in 10-K 2025-11-10 at sec.gov ↗

RewordedMD&A
The Company generated operating Operating cash flow from continuing operations of $3.7 billion in 2025, for 2026 was $4.0 billion, an increase of $359, $302, or 11 percent, 8 percent compared with 2025, reflecting higher earnings and favorable changes earnings, partially offset by an increase in operating working capital.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Emerson provides the cautionary statements set forth under Item 1A - “Risk Factors,” which are hereby incorporated by reference and identify important economic, political and technological factors, among others, changes in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI"), which is now referred to as Test & Measurement and reported as a segment in the Software and Control business group. ("NI") at an equity value of $8.2 billion.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Income taxes were $696, $415 $796, $690 and $642 $420 for 2025, 2024 2026, 2025 and 2023, 2024, respectively, resulting in effective tax rates of 23 percent, 24 percent, percent and 21 percent in 2026, 2025 and 22 percent in 2025, 2024 and 2023, 2024, respectively.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were also up 3 percent. 4 percent, despite a negative impact of approximately 1 percent related to the timing of software renewals and the conflict in the Middle East.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
This facility is in addition to replaced the Company's existing $3.5 billion $3 billion, 364-day revolving backup credit facility with various banks, which was entered into in on February 2023. 11, 2025, which expired by its terms.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Net earnings from continuing operations attributable to common stockholders were $2,691 in 2025 were $2,285, 2026, up 41 19 percent compared with 2024, prior year earnings of $2,262, and diluted earnings per share from continuing operations were $4.03, $4.79, up 43 20 percent compared with $2.82 versus $3.99 in 2024. 2025.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Outlook for Fiscal 2026 2027 Earnings Per Share 2026 2027 Diluted earnings per share $4.73 - $4.93 ~ $5.70 Amortization of intangibles ~ 1.42 1.41 Restructuring and related costs ~ 0.15 Acquisition/divestiture fees and related costs ~ 0.05 0.14 Adjusted diluted earnings per share $6.35 - $6.55 ~ $7.25

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
SG&A expenses of $5,103 $5,296 in 2025 decreased $39 2026 increased $193 compared with 2024 2025 and SG&A as a percent of sales decreased 1.1 0.4 percentage points to 28.3 27.9 percent, reflecting savings from cost reduction actions (primarily at Test & Measurement and AspenTech). leverage on higher sales.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Adjusted diluted earnings per share from continuing operations excludes intangibles amortization expense, restructuring expense, and related costs, first year purchase accounting related items and transaction-related costs, interest income the mark-to-market adjustment on undeployed proceeds related to the Copeland transaction, pension and other postretirement plans, discrete taxes, and certain gains, losses or impairments.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Subsequently, on June 6, in August of 2024, the Company entered into definitive agreements to sell sold its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion and the transactions were completed in August 2024. billion.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
The Company generated operating Operating cash flow from continuing operations of for 2025 was $3.7 billion in 2025, billion, an increase of $359, or 11 percent, percent compared to $3.3 billion in 2024, reflecting higher earnings and favorable changes in working capital.

Read it in 10-K 2026-11-09 at sec.gov ↗

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