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    Emerson Electric Co (EMR)

    Material Definitive Agreement

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    Emerson Electric Co. is a global technology and software company that delivers innovative solutions across various end markets, including process, hybrid, and discrete industries . The company operates through two main business groups: Intelligent Devices and Software and Control, offering a wide range of products such as control valves, intelligent instrumentation, solenoid valves, and asset optimization software . Emerson's fiscal 2024 sales reached $17.5 billion, with significant growth driven by its Test & Measurement acquisition and strong performance in its Intelligent Devices and Software and Control segments .

    1. Intelligent Devices

      • Encompasses several segments including Final Control, Measurement & Analytical, Discrete Automation, and Safety & Productivity.
      • Final Control - Provides control valves and regulators, crucial for process and hybrid industries.
      • Measurement & Analytical - Offers intelligent instrumentation for measuring physical properties of liquids or gases.
      • Discrete Automation - Includes solenoid valves and pneumatic equipment primarily for discrete industries.
      • Safety & Productivity - Delivers tools for infrastructure and safety.
    2. Software and Control

      • Comprises Control Systems & Software, Test & Measurement, and AspenTech segments.
      • Control Systems & Software - Provides systems that control plant processes.
      • Test & Measurement - Offers automated test and measurement systems, enhanced by the acquisition of National Instruments.
      • AspenTech - Specializes in asset optimization software for industrial manufacturers.
    NamePositionExternal RolesShort BioStart Date

    S. L. Karsanbhai

    ExecutiveBoard

    President and Chief Executive Officer

    None

    CEO since February 2021; previously Executive President of Automation Solutions and President of Measurement & Analytical.

    February 2021

    L. A. Flavin

    Executive

    SVP, Chief Transformation and Compliance Officer

    Board Member at Caleres, Inc., BJC Healthcare, and U.S. Chamber of Commerce.

    Joined Emerson in 1998; Chief Compliance Officer since 2011 and Chief Transformation Officer since 2023.

    1998

    M. H. Train

    Executive

    SVP and Chief Sustainability Officer

    Chairman of the Board of Trustees at Ranken Technical College; Member of Cornell University’s Advisory Council.

    Chief Sustainability Officer since March 2021; previously President of Emerson and Executive President of Automation Solutions.

    March 2021

    M. J. Baughman

    Executive

    EVP, CFO, and Chief Accounting Officer

    None

    CFO since May 2023; previously VP and Controller at Emerson and held finance roles at Baxter International.

    May 2023

    M. Tang

    Executive

    SVP, Secretary, and Chief Legal Officer

    Board Member of Minority Corporate Counsel Association.

    Joined Emerson in January 2024; previously General Counsel at Agilent Technologies.

    January 2024

    N. Piazza

    Executive

    SVP and Chief People Officer

    Board Member of Juvenile Diabetes Research Foundation (St. Louis chapter).

    Chief People Officer since August 2023; previously VP of Global Talent and HR Operations.

    August 2023

    P. Zornio

    Executive

    SVP and Chief Technology Officer

    Board Member of Emerson Ventures.

    CTO since December 2022; joined Emerson in 2006 and led development of the Plantweb digital ecosystem and IIoT strategies.

    December 2022

    R. R. Krishnan

    Executive

    Executive Vice President and COO

    None

    COO since February 2021; previously President of Final Control and Flow Solutions.

    February 2021

    V. Ramnath

    Executive

    SVP and Chief Marketing Officer

    None

    Chief Marketing Officer since June 2023; previously President of Middle East & Africa and VP of Asia Pacific for Measurement & Analytical.

    June 2023

    Calvin G. Butler

    Board

    Director

    CEO of Exelon Corporation; Chair of Cal Ripken Sr. Foundation; Vice Chair of Edison Electric Institute.

    Director since August 2024; extensive leadership in utilities industry, currently CEO of Exelon.

    August 2024

    Gloria A. Flach

    Board

    Director

    Board Advisor at Loyola University, Maryland.

    Director since 2017; former COO of Northrop Grumman.

    2017

    James M. McKelvey

    Board

    Director

    Co-Founder of Block, Inc.; Chair of St. Louis Federal Reserve Board; Trustee at Washington University.

    Director since May 2023; entrepreneur with expertise in technology and innovation.

    May 2023

    James S. Turley

    Board

    Chair of the Board

    Director at Citigroup, Northrop Grumman, and Precigen; Officer of Boy Scouts of America.

    Chair of Emerson's Board since 2013; retired Chairman and CEO of Ernst & Young.

    2013

    Leticia Goncalves

    Board

    Director

    President of ADM Ventures; Board Member at Believer Meats.

    Director since May 2023; extensive experience in innovation and sustainability.

    May 2023

    Lori M. Lee

    Board

    Director

    CEO of AT&T Latin America; Global Marketing Officer at AT&T.

    Director since 2018; extensive experience in telecommunications and marketing.

    2018

    Martin S. Craighead

    Board

    Director

    Director at Texas Instruments.

    Director since 2019; former CEO and Chairman of Baker Hughes.

    2019

    Matthew S. Levatich

    Board

    Director

    Member of Dean’s Advisory Council at Northwestern University.

    Director since 2012; former CEO of Harley-Davidson.

    2012

    William H. Easter III

    Board

    Director

    Director at Delta Airlines and Aurora Sustainable Lands; Board Member of Memorial Hermann Health System.

    Director since 2020; extensive experience in energy and corporate governance.

    2020

    1. With the announcement to fully acquire AspenTech and your expectation of immediate cost efficiencies and enhanced operational performance, what are the specific risks and challenges you anticipate in integrating AspenTech into Emerson, and how do you plan to mitigate potential disruptions to AspenTech's existing customer relationships?

    2. Given that nuclear represents about 20% of your overall power business, can you elaborate on any regulatory or technological challenges you face in the nuclear sector, especially as you participate globally, and how might these challenges impact your growth projections in power generation for 2025?

    3. You are expecting a recovery in discrete markets in the first half of 2025 leading to mid-single-digit sales growth, but with automotive markets, particularly EV, remaining weak, how confident are you in this forecast, and what strategies do you have in place if the recovery in discrete markets does not materialize as expected?

    4. Considering you have not baked in a significant chemical recovery in your plan and are watching China cautiously due to slowdown, how would prolonged weakness in the chemical sector and China impact your 3% to 5% growth guidance, and what contingency plans do you have in place?

    5. While you plan to repurchase approximately $2 billion of common stock and return about 100% of guided free cash flow to shareholders in 2025, at the same time pursuing significant acquisitions and divestitures, how do you reconcile these substantial capital allocations with maintaining your A2A credit rating, and are there risks to your balance sheet or credit metrics?

    Program DetailsProgram 1
    Approval DateMarch 2020
    End Date/DurationOngoing
    Total additional amount60 million shares
    Remaining authorization28.9 million shares
    DetailsAims to return capital to shareholders, with a plan to repurchase approximately $2 billion of common stock in fiscal 2025.
    YearAmount Due (in millions)Debt TypeInterest Rate (%)% of Total Debt
    2025$1,062 3.15% Notes, Other3.15 13.8% = (1,062 / 7,687) * 100
    2026$750 0.875% Notes0.875 9.8% = (750 / 7,687) * 100
    2027$500 1.8% Notes1.8 6.5% = (500 / 7,687) * 100
    2028$1,000 2.0% Notes2.0 13.0% = (1,000 / 7,687) * 100
    2029$529 2.0% Euro Notes2.0 6.9% = (529 / 7,687) * 100
    2030$500 1.95% Notes1.95 6.5% = (500 / 7,687) * 100
    2031$1,000 2.2% Notes2.2 13.0% = (1,000 / 7,687) * 100
    2032$250 6.0% Notes6.0 3.3% = (250 / 7,687) * 100
    2039$550 6.125% & 5.25% Notes6.125, 5.25 7.2% = (550 / 7,687) * 100
    2050$500 2.75% Notes2.75 6.5% = (500 / 7,687) * 100
    2051$1,000 2.8% Notes2.8 13.0% = (1,000 / 7,687) * 100
    NameStart DateEnd DateReason for Change
    KPMG LLP1938 PresentCurrent auditor

    Notable M&A activity and strategic investments in the past 3 years.

    CompanyYearDetails

    Aspen Technology, Inc.

    2025

    Emerson will acquire all outstanding shares of AspenTech not already owned, valuing the company at a fully diluted market capitalization of $17.0 billion and an enterprise value of $16.8 billion, with the transaction expected to close in the first half of 2025 and financed with cash on hand and debt financing.

    National Instruments Corporation

    2023

    Emerson's acquisition of National Instruments was completed on October 11, 2023, in a deal with an equity value of $8.2 billion that expanded Emerson’s presence in automation and software-connected test and measurement systems.

    Flexim

    2023

    Emerson acquired Flexim for $705 million (net of cash acquired) to enhance its Measurement & Analytical segment, gaining clamp-on ultrasonic technology capabilities and recognizing $429 million in goodwill.

    Afag

    2023

    As part of a $705 million combined acquisition with Flexim, Emerson acquired Afag, a leader in electric linear motion and automation solutions, to strengthen its Discrete Automation segment and complement its existing motion offerings.

    Micromine

    2022

    AspenTech (an Emerson subsidiary) acquired Micromine for AU $900 million (approximately $623 million USD), announced on July 27, 2022, to incorporate advanced mining design and operational solutions in line with Emerson’s growth in automation and software markets.

    Three additional businesses

    2022

    Emerson acquired three additional businesses for $130 million (net of cash acquired), including two in the Automation Solutions segment and one in the AspenTech segment, with combined annual sales of approximately $40 million, further broadening its product and service portfolio.

    Recent developments and announcements about EMR.

    8-K Filings

    • 8-K Filing

      ·
      Feb 19, 2025, 9:34 PM
      Financial Exhibits
      Material Definitive Agreement

      Emerson has extended its tender offer expiration for AspenTech shares to 5:00 p.m. ET on March 11, 2025, maintaining an offer price of $265 per share. Extension follows the Merger Agreement amendment; terms remain unchanged.

      View full 8-K filing →

    Press Releases

    • Press Release

      ·
      Feb 12, 2025, 1:49 AM

      Emerson extends its tender offer deadline to March 11, 2025, 5:00 p.m. ET to address share tendering from the S&P MidCap 400 index change. The offer remains at $265 per share, with ~6.7M shares tendered as of March 7, 2025.

      View full press release →