EMERSON ELECTRIC CO - Quarter Report: 2024 December (Form 10-Q)

) ) ))))

Results for the three months ended December 31, 2023 included equity method losses of $ ($ after-tax) related to the Company's non-controlling common equity interest in Copeland.

)Cash from investing activities$

(6)

Interest cost

Expected return on plan assets

()()Net amortization() Total$()()

(7)

Restructuring costs Acquisition/divestiture costs Foreign currency transaction (gains) losses Other()()Total$

(8)

, including costs to complete actions initiated in the first three months of the year.

Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement ()AspenTech Software and Control Corporate Total$

Corporate restructuring of $ for the three months ended December 31, 2023 is comprised entirely of integration-related stock compensation attributable to NI.

Less: Accumulated amortization Net carrying amount$

Other intangible assets include customer relationships, net, of $ and $ and intellectual property, net, of $ and $ as of December 31, 2024 and September 30, 2024, respectively.

Amortization of intangibles (includes $ and $ reported in Cost of Sales, respectively)

Amortization of capitalized software Total $

Operating lease right-of-use assets Unbilled receivables (contract assets) Deferred income taxes Asbestos-related insurance receivables

Employee compensation Income taxes Operating lease liabilities (current) Product warranty Operating lease liabilities (noncurrent) Pension and postretirement liabilities Asbestos litigation

(12)

billion. All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of December 31, 2024 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.

Net Investment Hedge – In fiscal 2019, the Company issued euro-denominated debt of € billion, of which € was repaid in 2024. 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.

Foreign currency

Other deductions, net

()Net Investment Hedges) )

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, 2024, the fair value of long-term debt was approximately $ billion, which was lower than the carrying value by $. The fair value of foreign currency contracts, which are reported in Other current assets and Accrued expenses, did not materially change since September 30, 2024.

collateral was posted with counterparties and was held by the Company as of December 31, 2024.

(13)

)()

Other comprehensive income (loss), net of tax of $ and $, respectively

() Ending balance()()Pension and postretirement Beginning balance()()

Amortization of deferred actuarial losses into earnings, net of tax of $ and $(), respectively

() Ending balance()()Cash flow hedges Beginning balance ()

Gains deferred during the period, net of taxes of $() and $(), respectively

Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $ and $, respectively

()() Ending balance Accumulated other comprehensive income (loss)$()()

(14)

Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement ()()AspenTech () Software and Control

Stock compensation

()()Unallocated pension and postretirement costs Corporate and other()()Eliminations/Interest()()()()Interest income from related party Total$

Stock compensation for the three months ended December 31, 2023 included $ of integration-related stock compensation expense attributable to NI ($ of which was reported as restructuring costs). Corporate and other for the three months ended December 31, 2024 included acquisition/divestiture fees and related costs of $ compared to $ in 2023, while 2023 also included acquisition-related inventory step-up amortization of $.

Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement AspenTech Software and Control Corporate and other Total$

The decrease in Test & Measurement depreciation and amortization for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 was due to backlog amortization of $ in the prior year.

Measurement & Analytical Discrete Automation Safety & Productivity Intelligent Devices Control Systems & Software Test & Measurement AspenTech Software and Control Total$

(15)

per share pursuant to an all-cash tender offer. The Company currently owns approximately percent of AspenTech's outstanding shares of common stock. The transaction values the minority stake being acquired at $ billion, and the Company expects to finance the transaction from cash on hand and debt financing. The transaction is expected to close in the first half of calendar year 2025, and upon closing, AspenTech will become a wholly owned subsidiary of Emerson.

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 2025, net sales were $4.2 billion, up 1 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 1 percent unfavorable impact.

Earnings from continuing operations attributable to common stockholders were $585, up 247 percent, and diluted earnings per share from continuing operations were $1.02, up 252 percent compared with $0.29 in the prior year. Adjusted diluted earnings per share from continuing operations were $1.38, up 13 percent compared with $1.22 in the prior year, reflecting strong operating results.

The table below presents the Company's diluted earnings per share from continuing operations 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 from continuing operations excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, and certain gains, losses or impairments.


Three Months Ended Dec 31	2023		2024

Diluted earnings from continuing operations per share	$	0.29	1.02

Amortization of intangibles	0.36		0.31
Restructuring and related costs	0.12		0.02
Acquisition/divestiture fees and related costs	0.17		0.03
Amortization of acquisition-related inventory step-up	0.38		—
Discrete tax benefits	(0.10)		—

Adjusted diluted earnings from continuing operations per share	$	1.22	1.38

The table below summarizes the changes in adjusted diluted earnings per share from continuing operations. 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 from continuing operations per share - Dec 31, 2023	$	1.22

Operations	0.16
Stock compensation	(0.03)
Foreign currency	0.04
Pensions	(0.01)



Adjusted diluted earnings from continuing operations per share - Dec 31, 2024	$	1.38

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, 2024 compared with the first quarter ended December 31, 2023.


Three Months Ended Dec 31	2023			2024		Change
(dollars in millions, except per share amounts)

Net sales	$	4,117		4,175		1	%
Gross profit	$	1,916		2,235		17	%
Percent of sales	46.5		%	53.5	%	7.0 pts

SG&A	$	1,277		1,224		(4)	%
Percent of sales	31.0		%	29.3	%	(1.7) pts





Other deductions, net	$	451		228
Amortization of intangibles	$	274		229
Restructuring costs	$	83		11

Interest expense, net	$	44		8
Interest income from related party	$	(31)		—

Earnings from continuing operations before income taxes	$	175		775		343	%
Percent of sales	4.2		%	18.6	%	14.4 pts
Earnings from continuing operations common stockholders	$	169		585		247	%
Percent of sales	4.1		%	14.0	%	9.9 pts
Net earnings common stockholders	$	142		585		312	%


Diluted EPS - Earnings from continuing operations	$	0.29		1.02		252	%
Diluted EPS - Net earnings	$	0.25		1.02		308	%

Adjusted Diluted EPS - Earnings from continuing operations	$	1.22		1.38		13	%

Net sales for the first quarter of fiscal 2025 were $4.2 billion, up 1 percent compared with 2024. Intelligent Devices sales were up 1 percent, while Software and Control sales were up 3 percent. Underlying sales were up 2 percent on 0.5 percent higher volume and 1.5 percent higher price. Foreign currency translation had a 1 percent unfavorable impact. Underlying sales were up 1 percent in the U.S. and up 3 percent internationally. The Americas was up 3 percent, Europe was down 2 percent, and Asia, Middle East & Africa was up 4 percent (China down 5 percent).

Cost of sales for the first quarter of fiscal 2025 were $1,940, a decrease of $261 compared with 2024 and gross margin of 53.5 percent increased 7.0 percentage points, as the prior year reflected the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins in the prior year by 5.6 percentage points. Favorable price less net material inflation also contributed to the increase in gross margin.

Selling, general and administrative (SG&A) expenses of $1,224 decreased $53 and SG&A as a percent of sales decreased 1.7 percentage points to 29.3 percent compared with the prior year, reflecting savings from cost reduction actions and the impact of Test & Measurement acquisition-related costs incurred in the prior year.

Other deductions, net were $228 for the first quarter of fiscal 2025, a decrease of $223 compared with the prior year, reflecting higher restructuring and acquisition/divestiture costs in the prior year, as well as backlog amortization related to the Test & Measurement acquisition of $34. See Note 7.

Pretax earnings from continuing operations of $775 increased $600, up 343 percent compared with the prior year. Earnings increased $92 in Intelligent Devices and increased $159 in Software and Control, see the Business Segments discussion that follows and Note 14.

Income taxes were $182 in the first quarter of fiscal 2025 and $16 in 2024, resulting in effective tax rates of 24 percent and 9 percent, respectively. The prior year rate included a $57 ($0.10 per share) benefit related to discrete tax items and the impact of inventory step-up amortization, which in total had a 12 percentage point impact on the rate.

Earnings from continuing operations attributable to common stockholders were $585, up 247 percent, and diluted earnings per share from continuing operations were $1.02, up 252 percent compared with $0.29 in the prior year. Adjusted diluted earnings per share from continuing operations were $1.38 compared with $1.22 in the prior year, reflecting strong operating results. See the analysis above of adjusted earnings per share for further details.

Loss from discontinued operations was $(27) ($(0.04) per share) in the prior year. See Note 5.

Net earnings common stockholders in the first quarter of fiscal 2025 were $585 compared with $142 in the prior year, and earnings per share were $1.02 compared with $0.25 in the prior year.

The table below, which shows results from continuing operations 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 from continuing operations excluding interest expense, net, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, gains or losses on the Copeland equity method investment, 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 31	2023			2024		Change

Earnings from continuing operations before income taxes	$	175		775		343	%
Percent of sales	4.2		%	18.6	%	14.4 pts
Interest expense, net	44			8
Interest income from related party	(31)			—
Amortization of intangibles	323			278
Restructuring and related costs	87			13
Acquisition/divestiture fees and related costs	134			22
Amortization of acquisition-related inventory step-up	231			—
Adjusted EBITA from continuing operations	$	963		1,096		14	%
Percent of sales	23.4		%	26.3	%	2.9 pts

Business Segments

Following is an analysis of operating results for the Company’s business segments for the first quarter ended December 31, 2024, compared with the first quarter ended December 31, 2023. The Company defines segment earnings as earnings before interest and taxes. See Note 14 for a discussion of the Company's business segments.

INTELLIGENT DEVICES


Three Months Ended Dec 31	2023			2024		Change		FX		Acq/Div		U/L


Sales:
Final Control	$	940		976		4	%	1	%	—	%	5	%
Measurement & Analytical	947			975		3	%	1	%	—	%	4	%
Discrete Automation	613			580		(5)	%	1	%	—	%	(4)	%
Safety & Productivity	322			312		(3)	%	—	%	—	%	(3)	%
Total	$	2,822		2,843		1	%	1	%	—	%	2	%

Earnings:
Final Control	$	194		236		22	%
Measurement & Analytical	235			285		21	%
Discrete Automation	97			98		1	%
Safety & Productivity	68			67		(1)	%
Total	$	594		686		16	%
Margin	21.0		%	24.1	%	3.1 pts

Amortization of intangibles:
Final Control	$	22		22
Measurement & Analytical	20			10
Discrete Automation	9			8
Safety & Productivity	6			6
Total	$	57		46

Restructuring and related costs:
Final Control	$	7		2
Measurement & Analytical	3			1
Discrete Automation	10			6
Safety & Productivity	—			—
Total	$	20		9

Adjusted EBITA	$	671		741		11	%
Adjusted EBITA Margin	23.8		%	26.1	%	2.3 pts

Intelligent Devices sales were $2.8 billion in the first quarter of 2025, an increase of $21, or 1 percent. Underlying sales increased 2 percent on 1 percent higher price and 1 percent higher volume. Underlying sales increased 2 percent in the Americas, Europe decreased 3 percent and Asia, Middle East & Africa was up 3 percent (China down 2 percent). Final Control sales increased $36, or 4 percent, reflecting strength in power end markets. Sales for Measurement & Analytical increased $28, or 3 percent, reflecting robust growth in Middle East & Africa and moderate growth in the Americas and Europe. Discrete Automation sales decreased $33, or 5 percent, reflecting softness in all geographies. Safety & Productivity sales decreased $10, or 3 percent, reflecting softness in the Americas and Europe. Earnings for Intelligent Devices were $686, an increase of $92, or 16 percent, and margin increased 3.1 percentage points to 24.1 percent, reflecting strong operational performance, favorable price less net material inflation and favorable foreign currency transactions of $32 due to gains in the first quarter of 2025 compared to losses in the prior year. Adjusted EBITA margin was 26.1 percent, an increase of 2.3 percentage points.

SOFTWARE AND CONTROL


Three Months Ended Dec 31	2023			2024		Change		FX		Acq/Div		U/L


Sales:
Control Systems & Software	$	675		690		2	%	1	%	—	%	3	%
Test & Measurement	382			359		(6)	%	1	%	—	%	(5)	%
AspenTech	257			303		18	%	—	%	—	%	18	%
Total	$	1,314		1,352		3	%	1	%	—	%	4	%

Earnings:
Control Systems & Software	$	149		193		29	%
Test & Measurement	(78)			(13)		83	%
AspenTech	(35)			15		141	%
Total	$	36		195		434	%
Margin	2.8		%	14.4	%	11.6 pts

Amortization of intangibles:
Control Systems & Software	$	5		5
Test & Measurement	139			105
AspenTech	122			122
Total	$	266		232

Restructuring and related costs:
Control Systems & Software	$	1		2
Test & Measurement	40			(1)
AspenTech	—			—
Total	$	41		1

Adjusted EBITA	$	343		428		25	%
Adjusted EBITA Margin	26.1		%	31.6	%	5.5 pts

Software and Control sales were $1,352 in the first quarter of 2025, an increase of $38, or 3 percent compared to the prior year, reflecting strong growth in AspenTech. Underlying sales were up 4 percent on 2 percent higher volume and 2 percent higher price. Underlying sales increased 5 percent in the Americas and were up 5 percent in Asia, Middle East & Africa (China down 11 percent), while Europe decreased 1 percent. Control Systems & Software sales increased $15, or 2 percent, and underlying sales increased 3 percent reflecting strong demand in process end markets in Europe and Asia, Middle East & Africa, while power end markets were strong in Asia, Middle East & Africa. Test & Measurement sales decreased $23, or 6 percent in the first quarter, reflecting weakness in Europe, partially offset by strong growth in the Americas. AspenTech sales increased $46, or 18 percent, reflecting strong license revenue due to the timing of renewals and new contracts signed during the quarter. Earnings for Software and Control increased $159, up 434 percent, and margin increased 11.6 percentage points, reflecting leverage on higher AspenTech sales, higher price, savings from cost reduction actions, and lower restructuring and related costs and intangibles amortization compared to the prior year. Adjusted EBITA margin increased 5.5 percentage points.

FINANCIAL CONDITION

Key elements of the Company's financial condition for the three months ended December 31, 2024 as compared to the year ended September 30, 2024 and the three months ended December 31, 2023 follow.


	Dec 31, 2023			Sept 30, 2024			Dec 31, 2024
Operating working capital	$	2,052		$	1,394		$	1,468
Current ratio	1.1			1.8			1.5
Total debt-to-total capital	34.4		%	26.2		%	27.1		%
Net debt-to-net capital	29.8		%	15.9		%	18.9		%
Interest coverage ratio	10.5		X	7.2		X	10.0		X

Operating working capital increased slightly compared to September 30, 2024. The current ratio decreased compared to September 30, 2024, reflecting the decrease in cash driven by share repurchases. The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 10.0X for the 12 months ended December 31, 2024 compares to 10.5X for the 12 months ended December 31, 2023.

Operating cash flow from continuing operations for the first three months of fiscal 2025 was $777, an increase of $333 compared with $444 in the prior year, reflecting higher earnings and favorable receivables performance. Acquisition-related costs and integration activities negatively impacted operating cash flow in the prior year by approximately $100. Free cash flow from continuing operations of $694 in the first three months of fiscal 2025 (operating cash flow of $777 less capital expenditures of $83) increased $327 compared to free cash flow of $367 in 2024 (operating cash flow of $444 less capital expenditures of $77), reflecting the increase in operating cash flow. Cash used in investing activities from continuing operations was $142, and cash used in financing activities from continuing operations was $1,291, reflecting share repurchases of $899 and dividends.

Total cash provided by operating activities was $777 including the impact of discontinued operations, and increased $362 compared with $415 in the prior year.

On January 27, 2025, the Company announced that it reached an agreement with AspenTech under which Emerson will acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $265 per share pursuant to an all-cash tender offer. The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock. The transaction values the minority stake being acquired at $7.2 billion, and the Company expects to finance the transaction from cash on hand and debt financing. The transaction is expected to close in the first half of calendar year 2025, and upon closing, AspenTech will become a wholly owned subsidiary of Emerson.

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 $43 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 2025 OUTLOOK

For fiscal year 2025, consolidated net sales from continuing operations are expected to be up 1.5 to 3.5 percent, with underlying sales up 3 to 5 percent, excluding a 1.5 percent unfavorable impact from foreign currency translation. Earnings per share are expected to be $4.42 to $4.62, while adjusted earnings per share are expected to be $5.85 to $6.05 (see the following reconciliation).


Outlook for Fiscal 2025 Earnings Per Share						2025

Diluted earnings from continuing operations per share						$4.42 - $4.62

Amortization of intangibles						~ 1.21
Restructuring and related costs						~ 0.14
Acquisition/divestiture fees and related costs						~ 0.08

Adjusted diluted earnings from continuing operations per share						$5.85- $6.05

Operating cash flow is expected to be $3.6 to $3.7 billion and free cash flow, which excludes projected capital spending of approximately $0.4 billion, is expected to be $3.2 to $3.3 billion. The fiscal 2025 outlook assumes returning approximately $3.2 billion to shareholders through approximately $2.0 billion of share repurchases and approximately $1.2 billion of dividend payments.

Emerson's guidance excludes any impact from the proposed transaction with AspenTech, which is expected to close in the first half of calendar year 2025, and strategic alternatives, including a cash sale, for its Safety & Productivity segment.

Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the proposed acquisition by Emerson of the outstanding shares of common stock of AspenTech that Emerson does not already own, 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, and 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, 2024, "Risk Factors" of Part II - Other Information, Item 1A of the Company's Quarterly Report on Form 10-Q for the three-month period ended December 31, 2024 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.

Item 4. Controls and Procedures

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

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

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

PART II. OTHER INFORMATION

Item 1A. Risk Factors

The following risk factor supplements the “Risk Factors” section in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (our “Form 10-K"). The following risk factor disclosure should be read in conjunction with the other risk factors set out in our Form 10-K.

Our Proposed Acquisition of the Remaining Interest in AspenTech That We Don’t Already Own and the Process to Explore Strategic Alternatives for the Company's Safety & Productivity Segment May Not Be Completed or Completed on the Terms and Conditions Contemplated, or with the Expected Benefits.

On January 26, 2025, the Company and AspenTech entered into an agreement under which Emerson will acquire all outstanding shares of common stock of AspenTech not already owned by Emerson or its affiliates. Under the terms of the agreement, Emerson will make a tender offer to acquire all outstanding shares of AspenTech common stock not already owned by Emerson or its affiliates for $265.00 per share in cash, approximately $7.2 billion in aggregate, which would be followed by a merger pursuant to which AspenTech would become a wholly owned subsidiary of the Company, and in which any remaining shares not tendered would receive the same price in cash. The Company currently owns approximately 57 percent of AspenTech’s outstanding shares. Completion of the proposed AspenTech transaction is subject to the satisfaction or waiver of customary conditions, including among other things, the non-waivable condition that at least a majority of the AspenTech common stock held by minority stockholders be validly tendered and not validly withdrawn, and the absence of any applicable law prohibiting the consummation of the proposed acquisition. The proposed acquisition is intended to be financed from cash on hand and debt financing. On November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment. No assurance can be given as to the completion, terms, timing, costs or benefits anticipated from any such transactions. Unforeseen developments, including the outcome of the tender offer, or delays in obtaining various tax, regulatory and other approvals, could delay any such transactions, or cause one or more of them to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

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


Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 2024		—	$—		—	28,891,788
November 2024		2,200	$130.07		2,200	26,691,838
December 2024		5,073	$128.14		5,073	21,618,757
Total		7,273	$128.72		7,273	21,618,757

In March 2020, the Board of Directors authorized the purchase of 60 million shares and a total of approximately 21.6 shares remain available for purchase under the authorization.

Item 5. Other Information

During the three-month period ended December 31, 2024, none of our directors or officers or a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits

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


10.1			Emerson Defined Contribution Supplemental Executive Retirement Plan, incorporated by reference to the Company’s Form 8-K filed on November 5, 2024, File No. 1-278, Exhibit 10.1

31			Certifications pursuant to Exchange Act Rule 13a-14(a).

32			Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.

101			Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three months ended December 31, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2024 and 2023, (iii) Consolidated Balance Sheets as of September 30, 2024 and December 31, 2024, (iv) Consolidated Statements of Equity for the three months ended December 31, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023, and (vi) Notes to Consolidated Financial Statements for the three months ended December 31, 2024 and 2023.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

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

EMERSON ELECTRIC CO.

/s/ M. J. Baughman

M. J. Baughman

Executive Vice President, Chief Financial Officer

and Chief Accounting Officer

(on behalf of the registrant and as Chief Financial Officer)

February 5, 2025

EMERSON ELECTRIC CO - Quarter Report: 2024 December (Form 10-Q)

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