Emerson Electric (EMR) 10-K risk factor changes: FY2021 vs FY2020

[added: Competitive pressures] could adversely affect prices or customer demand for our products, impacting our sales or profit margins, and/or resulting in a loss of market share.

In [removed: 2020] [added: 2021] and in past years, we have made various acquisitions and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.

*We Use a Variety of Raw Materials and Components in Our Businesses, and Significant Shortages or Price Increases Could Increase Our Operating Costs and Adversely Impact [removed: the] [added: the] Competitive Positions of Our Products*

Emerging market sales represent over one-third of total sales and serving a global customer base requires that we place more materials sourcing and production in [added: emerging markets to capitalize on market opportunities and maintain our best-cost position.]

Our and our suppliers’ international production facilities and operations could be disrupted by [removed: a] [added: weather and] natural [removed: disaster,] [added: disaster (including the potential effects of climate change),] labor strife, war, 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.

The failure to attract, develop and retain highly qualified personnel could adversely affect our [added: ability to succeed in our human capital goals and priorities as well as negatively impact our] business and operating results.

In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business [removed: and personal data in the U.S. and elsewhere.]

[removed: The] [added: These] actions [removed: taken around the world to slow the spread of COVID-19] have [removed: also impacted] [added: and may continue to impact] our [added: employees,] customers and suppliers, and future developments could cause further disruptions to Emerson due to the interconnected nature of our business relationships.

[removed: Given the inherent uncertainty of litigation, we can offer no assurance that] existing litigation or a future adverse development will not have a material adverse impact.

We must anticipate and respond to market and technological changes driven by broader trends such as decarbonization and electrification efforts in response to climate change.

Market growth from the use of cleaner energy sources, as well as emissions management, energy efficiency, lower greenhouse gas refrigerant usage, and decarbonization efforts are likely to depend in part on technologies not yet deployed or widely adopted today.

We may not adequately innovate or position our businesses for the adoption of technologies such as battery storage solutions, hydrogen use cases in industry, mobility, and power generation, enhanced electrical grid demand management, carbon capture and sequestration or advanced nuclear power.

These trends and the relative competitiveness of our product and service offerings will continue to be impacted by uncertain factors such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies such as carbon taxes, greenhouse gas emission reductions, incentives or mandates for particular types of energy, or policies that impact the availability of financing for certain types of projects.

*The Planned Combination of Two of Our Industrial Software Businesses (OSI Inc. and the Geological Simulation Software businesses) with the Business of Aspen Technology, Inc., and our Planned Majority Stake in the Publicly Traded Entity that Holds Such Combined Businesses, May Not Be Completed Within the Currently Contemplated Time Frame, With the Expected Terms or Costs, and May Not Achieve the Intended Benefits*

We make no assurance regarding the terms, timing, costs or benefits anticipated from the planned combination with Aspen Technology, Inc. ("AspenTech").

Unforeseen developments, including possible delays in obtaining various regulatory and other approvals, could delay the proposed transaction, or cause it to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

Further, we may not realize some or all of the anticipated strategic, financial or other benefits of the planned combination.

Completion of the proposed AspenTech transaction is subject to a number of conditions, including among other things, the receipt of approval from AspenTech's stockholders and the receipt of certain regulatory approvals, which make the completion and timing of the proposed transaction uncertain.

In addition, the ongoing COVID-19 pandemic could delay the receipt of certain regulatory approvals.

The failure to satisfy all of the required conditions could delay the completion of the proposed transaction for a significant period of time or prevent it from occurring at all.

There can be no assurance that the conditions to the completion of the proposed AspenTech transaction will be satisfied or waived or that the proposed transaction will be completed.

and personal data in the U.S. and elsewhere.

Evolving government plans around the world to institute vaccination mandates, including in the U.S., create uncertainty that may impact our employees and result in labor shortages and unforeseen costs, which could negatively affect our results.

Given the inherent uncertainty of litigation, we can offer no assurance that

Competitive pressures

emerging markets to capitalize on market opportunities and maintain our best-cost position.

For example, on December 22, 2017, the U.S. government enacted tax reform, the Tax Cuts and Jobs Act (the “Tax Act”), which made comprehensive changes to U.S. federal income tax laws by moving from a global to a modified territorial tax regime.

The changes made by the Tax Act are broad and complex.

To supplement the Company’s financial information presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), management periodically uses certain “non-GAAP financial measures,” as such term is defined in Regulation G under SEC rules, to clarify and enhance understanding of past performance and [removed: prospects for the future.]

For example, non-GAAP measures may exclude the impact of certain items such as [removed: our strategic repositioning actions,] acquisitions or divestitures, [removed: U.S. tax reform,] [added: amortization of intangibles, restructuring costs, discrete taxes,] changes in reporting segments, gains, losses and impairments, or items outside of management’s control, such as foreign currency exchange rate fluctuations.

Earnings, earnings per share, return on common stockholders’ equity and return on total capital excluding certain gains and losses, impairments, restructuring costs, impacts of [removed: the strategic portfolio repositioning actions and other] acquisitions or divestitures, [removed: impacts] [added: amortization] of [removed: U.S. tax reform or other] [added: intangibles,] discrete taxes, or other items provide additional insight into the underlying, ongoing operating performance of the Company and facilitate period-to-period comparisons by excluding the earnings impact of these items.

Management believes that the financial statements for each of the years in the three-year period ended September 30, [removed: 2020] [added: 2021] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, [removed: 2020.][added: 2021.]

| /s/ [removed: David N. Farr] [added: S. L. Karsanbhai] | | | | | | /s/ Frank J. Dellaquila | | | | | |

| [removed: David N. Farr] [added: S. L. Karsanbhai] | | | | | | Frank J. Dellaquila | | | | | |

| [removed: *Chairman of the Board*] [added: *Chief Executive Officer*] | | | | | | *Senior Executive Vice President* | | | | | |

| *and [removed: Chief Executive Officer*] [added: President*] | | | | | | *and Chief Financial Officer* | | | | | |

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 19] [added: 20] vs. [removed: 18] [added: 19] | | | | | | [removed: 20] [added: 21] vs. [removed: 19] [added: 20] | | |

| Net sales | | | $ | [removed: 17,408] [added: 18,372] | | | | | [removed: 18,372] [added: 16,785] | | | | | | [removed: 16,785] [added: 18,236] | | | | | | [removed: 6] [added: (9)] | | % | | | | [removed: (9)] [added: 9] | | % |

| Gross profit | | | $ | [removed: 7,432] [added: 7,815] | | | | | [removed: 7,815] [added: 7,009] | | | | | | [removed: 7,009] [added: 7,563] | | | | | | [removed: 5] [added: (10)] | | % | | | | [removed: (10)] [added: 8] | | % |

| *Percent of sales* | | | [removed: *42.7*] [added: *42.5*] | | *%* | | | | [removed: *42.5*] [added: *41.8*] | | *%* | | | | [removed: 41.8] [added: 41.5] | | % | | | | | | | | | | | | |

| SG&A | | | $ | [removed: 4,269] [added: 4,457] | | | | | [removed: 4,457] [added: 3,986] | | | | | | [removed: 3,986] [added: 4,179] | | | | | | | | | | | | | | |

| *Percent of sales* | | | [removed: *24.5*] [added: *24.2*] | | *%* | | | | [removed: *24.2*] [added: *23.8*] | | *%* | | | | [removed: 23.8] [added: 22.9] | | % | | | | | | | | | | | | |

| Other deductions, net | | | $ | [removed: 337] [added: 325] | | | | | [removed: 325] [added: 532] | | | | | | [removed: 532] [added: 318] | | | | | | | | | | | | | | |

| *Amortization of intangibles* | | | *$* | [removed: *211*] [added: *238*] | | | | | [removed: *238*] [added: *239*] | | | | | | [removed: 239] [added: 300] | | | | | | | | | | | | | | |

| *Restructuring costs* | | | *$* | [removed: *65*] [added: *95*] | | | | | [removed: *95*] [added: *284*] | | | | | | [removed: 284] [added: 150] | | | | | | | | | | | | | | |

| Interest expense, net | | | $ | [removed: 159] [added: 174] | | | | | [removed: 174] [added: 156] | | | | | | [removed: 156] [added: 154] | | | | | | | | | | | | | | |

| Earnings before income taxes | | | $ | [removed: 2,667] [added: 2,859] | | | | | [removed: 2,859] [added: 2,335] | | | | | | [removed: 2,335] [added: 2,912] | | | | | | [removed: 7] [added: (18)] | | % | | | | [removed: (18)] [added: 25] | | % |

| *Percent of sales* | | | [removed: *15.3*] [added: *15.6*] | | *%* | | | | [removed: *15.6*] [added: *13.9*] | | *%* | | | | [removed: 13.9] [added: 16.0] | | % | | | | | | | | | | | | |

| Net earnings common stockholders | | | $ | [removed: 2,203] [added: 2,306] | | | | | [removed: 2,306] [added: 1,965] | | | | | | [removed: 1,965] [added: 2,303] | | | | | | [removed: 5] [added: (15)] | | % | | | | [removed: (15)] [added: 17] | | % |

| *Percent of sales* | | | [removed: *12.7*] [added: *12.6*] | | *%* | | | | [removed: *12.6*] [added: *11.7*] | | *%* | | | | [removed: 11.7] [added: 12.6] | | % | | | | | | | | | | | | |

| Diluted EPS | | | $ | [removed: 3.46] [added: 3.71] | | | | | [removed: 3.71] [added: 3.24] | | | | | | [removed: 3.24] [added: 3.82] | | | | | | [removed: 7] [added: (13)] | | % | | | | [removed: (13)] [added: 18] | | % |

| Return on common stockholders' equity | | | [removed: 24.9] [added: 26.8] | | % | | | | [removed: 26.8] [added: 23.6] | | % | | | | [removed: 23.6] [added: 25.2] | | % | | | | | | | | | | | | |

| Return on total capital | | | [removed: 20.6] [added: 19.5] | | % | | | | [removed: 19.5] [added: 16.8] | | % | | | | [removed: 16.8] [added: 18.1] | | % | | | | | | | | | | | | |

[removed: The outbreak began in] [added: Net sales for 2020 were $16.8 billion, a decrease of $1.6 billion, or 9 percent compared with 2019, as] the [removed: Company's second fiscal quarter] [added: global outbreak] and [added: spread of COVID-19] resulted in a rapid decline in demand which impacted most of the Company's end markets and geographies in the second half of the [removed: year, particularly in North America.][added: year.]

[removed: In response to COVID-19,] [added: Further,] the [removed: Company increased its] [added: Company's] restructuring and cost reset actions that began in the third quarter of fiscal [removed: 2019.][added: 2019 and which were increased in response to COVID-19 contributed to strong profitability and a significant decrease in SG&A expenses as a percent of sales.]

See [removed: "Outlook" and] Item 1A - "Risk Factors" for additional [removed: discussion of the impacts of COVID-19 and the Company's response.][added: information.]

Overall, sales for [removed: 2020] [added: 2021] were [removed: $16.8] [added: $18.2] billion, [removed: down] [added: up] 9 percent compared with the prior year, [removed: and were adversely impacted] [added: supported] by foreign currency translation which [removed: deducted] [added: added 3 percent and the Open Systems International, Inc. ("OSI") acquisition which added] 1 percent.

Net earnings common stockholders were [removed: $1,965] [added: $2,303] in [removed: 2020, down 15] [added: 2021, up 17] percent compared with prior year earnings of [removed: $2,306,] [added: $1,965,] and diluted earnings per share were [removed: $3.24, down 13] [added: $3.82, up 18] percent versus [removed: $3.71] [added: $3.24] per share in [removed: 2019, largely due to higher restructuring charges related to the Company's initiatives to improve] [added: 2020, reflecting strong] operating [removed: margins.][added: results.]

[removed: The Company generated operating] [added: Operating] cash flow of $3.1 billion in [removed: 2020, an increase of $77, or] [added: 2020 increased] 3 [removed: percent, due in part] [added: percent compared] to [added: $3.0 billion in 2019, as] lower working capital needs associated with lower [removed: demand.][added: demand more than offset a decrease in earnings.]

Net sales for [removed: 2020] [added: 2021] were [removed: $16.8] [added: $18.2] billion, [removed: a decrease] [added: an increase] of [removed: $1.6] [added: $1.5] billion, or 9 percent compared with [removed: 2019.][added: 2020.]

Sales decreased $1,047 in Automation Solutions and [removed: $526 in Commercial & Residential Solutions.]

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, [removed: decreased 8] [added: increased 5] percent [removed: ($1.4 billion)] on [removed: lower volume.][added: higher volume and slightly higher price.]

Sales increased [removed: $761] [added: $455] in Automation Solutions and [removed: $187] [added: $1,010] in Commercial & Residential Solutions.

Underlying sales increased [removed: 2] [added: 5] percent in the U.S. and [removed: 4] [added: 5] percent internationally.

[removed: INTERNATIONAL SALES][added: INTERNATIONAL SALES]

Emerson is a global business with international sales representing [removed: 56] [added: 57] percent of total sales in [removed: 2020,] [added: 2021,] including U.S. exports.

International destination sales, including U.S. exports, increased [removed: 5] [added: 10] percent, to [removed: $10.0] [added: $10.3] billion in [removed: 2019,] [added: 2021,] reflecting increases in both the Automation Solutions and Commercial & Residential Solutions businesses.

prospects for the future.

Sales recovered to the levels achieved in 2019 prior to the outbreak and spread of COVID-19, reflecting the Company's strong rebound from the broad challenges faced in fiscal 2020.

The Company generated operating cash flow of $3.6 billion in 2021, an increase of $492, or 16 percent, due to higher earnings.

The OSI acquisition added 1 percent and foreign currency translation added 3 percent.

$526 in Commercial & Residential Solutions.

Underlying sales decreased 8 percent on lower volume, while foreign currency translation subtracted 1 percent.

On October 11, 2021, the Company announced that it entered into a definitive agreement with Aspen Technology, Inc. ("AspenTech") to combine two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. ("OSI") and the geological simulation software business, along with a contribution of $6.0 billion in cash to AspenTech shareholders, to create "new AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies.

Upon closing of the transaction, the Company will own 55 percent of new AspenTech and its results and financial position will be fully consolidated in Emerson's financial statements.

On a pro forma basis, new AspenTech is expected to have fiscal 2022 revenues of $1.1 billion.

The transaction is expected to close in the second calendar quarter of 2022 and is subject to approval by AspenTech shareholders, regulatory approvals and other customary closing conditions.

These three businesses had combined annual sales of approximately $50.

Cost of sales for 2021 were $10,673, an increase of $897 compared with $9,776 in 2020, primarily due to higher sales volume in Commercial & Residential Solutions, foreign currency translation, and the OSI acquisition which added $112 including intangibles amortization of $39.

Gross profit was $7,563 in 2021 compared to $7,009 in 2020, while gross margin decreased 0.3 percentage points to 41.5 percent, as leverage on higher sales volume was offset

by unfavorable price-cost in Commercial & Residential Solutions primarily driven by higher steel prices, intangibles amortization from the OSI acquisition which deducted 0.2 percentage points, and unfavorable mix.

SG&A expenses of $4,179 in 2021 increased $193 compared with 2020 on higher stock compensation expense, as well as increased sales volume.

SG&A as a percent of sales decreased 0.9 percentage points to 22.9 percent, reflecting increased savings of approximately $240 from the Company's restructuring and cost reset actions, partially offset by higher stock compensation expense of $114 (0.6 percentage points) due to a higher share price in the current year.

Other deductions, net were $318 in 2021, a decrease of $214 compared with 2020, reflecting lower restructuring costs of $134, investment-related gains, including gains in the first quarter of fiscal 2021 of $21 from an investment sale and $17 from the acquisition of full ownership of an equity investment, and a gain in the second quarter of $31 from the sale of an equity investment, a favorable impact from pensions, and favorable foreign currency transactions of $17.

These items were partially offset by higher intangibles amortization of $61, primarily related to the OSI acquisition.

The increase reflects increased restructuring costs of $189 and special advisory fees of $13.

Earnings increased $425 in Automation Solutions and $246 in Commercial & Residential Solutions.

Costs reported at Corporate increased $96, reflecting higher stock compensation expense of $114 and first year acquisition accounting charges and fees related to the OSI acquisition of $50, partially offset by the investment-related gains discussed above and lower unallocated pension and postretirement costs which decreased by $41.

The tax rates for 2021, 2020 and 2019 included benefits from restructuring subsidiaries of $13, $103 and $74, respectively.

Net earnings attributable to common stockholders in 2021 were $2,303, up 17 percent compared with 2020, and diluted earnings per share were $3.82, up 18 percent compared with $3.24 in 2020 due to improved operating results reflecting significant savings from the Company's restructuring and cost reset actions and leverage on higher sales volume in Commercial & Residential Solutions.

Reduced operating results reflected a decline in sales volume largely attributable to the negative effects of COVID-19, while restructuring expense increased significantly due to the Company's cost reset actions that began in the third quarter of fiscal 2019.

The tables below present the Company's diluted earnings per share on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

Certain non-operational items are excluded from the calculation of adjusted earnings per share as noted below.

In addition, adjusted earnings per share excludes the impact of restructuring expense due to the Company's significant cost reset actions that began in the third quarter of fiscal 2019.

| | | | | | | | | | | | | | | | | | | | | |

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| Diluted earnings per share | | | | | | $ | 3.71 | | | | | 3.24 | | | | | | 3.82 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Restructuring and advisory fees | | | | | | 0.12 | | | | | | 0.42 | | | | | | 0.24 | | |

| OSI first year acquisition accounting charges and fees | | | | | | — | | | | | | — | | | | | | 0.07 | | |

| Gain on acquisition of full ownership of equity Investment | | | | | | — | | | | | | — | | | | | | (0.03) | | |

| Discrete tax benefits | | | | | | (0.14) | | | | | | (0.20) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| Adjusted diluted earnings per share | | | | | | $ | 3.69 | | | | | 3.46 | | | | | | 4.10 | | |

The table below summarizes the changes in adjusted diluted earnings per share.

The items identified below are discussed throughout MD&A, see further discussion above and in the Business Segments and Financial Position sections below.

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COVID-19 UPDATE

Emerson's business, operations and end markets were negatively impacted in 2020 by the global outbreak and rapid spread of the coronavirus (COVID-19).

As the situation rapidly evolved, the Company's leadership and global operations remained focused on safely serving our customers and protecting the health and safety of our employees.

In response to the pandemic, the Company took actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect its workforce so they could more safely and effectively perform their work.

The Company embraced guidelines set by these organizations, including social distancing, good hygiene, restrictions on employee travel and in-person meetings, and changes to employee work arrangements including remote work arrangements where appropriate.

Overall, sales declined 9 percent compared with the prior year, consistent with management's guidance provided in April 2020.

Demand has begun to return in the Commercial & Residential Solutions business and stabilize in the Automation Solutions business.

These incremental efforts and prior actions resulted in fiscal 2020 savings of approximately $220 and supported the Company's profitability despite the headwind from lower sales.

The Company also benefited in the second half of the year from a salary and hiring freeze, furloughs, compensation reductions for the Board of Directors and key executives across Emerson, and curtailed travel, meetings and discretionary spending.

Overall, selling, general and administrative expenses as a percent of sales decreased 0.9 percentage points in the second half of the year despite the negative impact from deleverage on lower sales, and the restructuring initiatives are expected to yield improved operating margins as sales volumes recover.

The Company also increased its cash holdings to support liquidity in response to the potential effects of COVID-19.

In April 2020, the Company issued $1.5 billion of long-term debt at a weighted-average rate of approximately 2.15% to further manage its liquidity and balance sheet, and in September 2020, issued an additional $750 of long-term debt at 0.875%, a portion of which was used to fund the acquisition of Open Systems International, Inc., which closed on October 1, 2020.

The Company also took actions to conservatively manage its cash through reductions in planned capital expenditures for fiscal 2020 and by suspending its share repurchases in the third quarter.

The Company's long-term debt ratings, which are A2 by Moody's Investors Service and A by Standard and Poor's, remain unchanged.

Management's actions to adjust to the lower demand caused by COVID-19 supported the Company's commitment to its dividend plan and on November 3, 2020, it approved an increase to its dividend for the 65th consecutive year.

During the year, the Company took restructuring and other actions to protect its operating results from the deleverage caused by lower sales.

The Company also took actions to ensure adequate liquidity and successfully raised over $2.2 billion in the debt markets.

Divestitures net of acquisitions subtracted $11 and foreign currency translation subtracted 1 percent ($161).

Net sales for 2019 were $18.4 billion, an increase of $1.0 billion, or 6 percent compared with 2018.

Underlying sales increased 3 percent ($526) on higher volume and slightly higher price.

Acquisitions added 5 percent ($759) while foreign currency translation subtracted 2 percent ($321).

up 3 percent), 17 percent in Latin America and 4 percent in Canada.

On July 17, 2018, the Company completed the acquisition of Aventics, a global provider of smart pneumatics technologies that power machine and factory automation applications, for $622, net of cash acquired.

This business, which has annual sales of approximately $425, is included in the Industrial Solutions product offering within the Automation Solutions segment.

On July 2, 2018, the Company completed the acquisition of Textron's tools and test equipment business for $810, net of cash acquired.

This business, with annual sales of approximately $470, is a manufacturer of electrical and utility tools, diagnostics, and test and measurement instruments, and is reported in the Tools & Home products segment.

On December 1, 2017, the Company acquired Paradigm, a provider of software solutions for the oil and gas industry, for $505, net of cash acquired.

This business had annual sales of approximately $140 and is included in the Measurement & Analytical Instrumentation product offering within Automation Solutions.

In fiscal 2018, the Company also acquired four smaller businesses, two in the Automation Solutions segment and two in the Climate Technologies segment.

On October 2, 2017, the Company sold its residential storage business for $200 in cash, and recognized a small pretax gain and an after-tax loss of $24 ($0.04 per share) in 2018 due to income taxes resulting from nondeductible goodwill.

The Company realized approximately $150 in after-tax cash proceeds from the sale.

Cost of sales for 2019 were $10,557, an increase of $581 compared with $9,976 in 2018.

The increase is primarily due to acquisitions and higher volume, partially offset by the impact of foreign currency translation.

Gross profit was $7,815 in 2019 compared to $7,432 in 2018.

Gross margin decreased 0.2 percentage points to 42.5 percent, reflecting unfavorable mix and the impact of acquisitions, partially offset by savings from cost reduction actions.

Gross margin was 42.7 percent in 2018.

The Company's restructuring initiatives are expected to yield improved operating margins as sales volumes recover.

SG&A expenses of $4,457 in 2019 increased $188 compared with 2018 due to acquisitions and higher volume.

Sales by geographic destination in [removed: 2020] [added: 2021] were: the Americas, 53 percent; Europe, 18 percent; and Asia, Middle East & Africa, 29 percent (China, [removed: 11] [added: 12] percent).

- Commercial & Residential Solutions - provides products and solutions that promote energy [removed: efficiency,] [added: efficiency and sustainability,] enhance household and commercial comfort, and protect food quality and sustainability through heating, air conditioning and refrigeration technology, as well as a broad range of tools and appliance solutions.

Overall, sales by end market were as follows: oil and gas, [removed: 19] [added: 17] percent (upstream, [removed: 12] [added: 11] percent; midstream, [removed: 7] [added: 6] percent); residential, [removed: 15] [added: 16] percent; chemical, [removed: 11] [added: 10] percent; power, 10 percent; [removed: commercial, 9 percent;] discrete and industrial, [added: 10 percent; commercial,] 9 percent; cold chain/refrigeration, [removed: 8] [added: 7] percent; refining, 6 percent; life sciences and medical, 3 percent; other, [removed: 10] [added: 12] percent.

In [removed: 2019,] [added: 2020,] the Company acquired [added: three businesses, two in the Automations Solutions segment and one in the Climate Technologies segment, and in 2019 the Company acquired] several smaller businesses to expand its Automation Solutions product portfolio, which included the acquisition of Machine Automation Solutions (General Electric's former Intelligent Platforms business).

[removed: In] [added: On October 1,] 2020, the Company [removed: agreed to acquire] [added: completed the acquisition of] Open Systems International, [removed: Inc. (closed in early fiscal 2021),] [added: Inc.,] a leading operations technology software provider, which [removed: will broaden] [added: broadens] and [removed: complement] [added: complements] Automation Solutions’ software portfolio and ability to help customers in the global power industry, and other end markets, transform and digitize operations to more seamlessly incorporate renewable energy sources and improve energy efficiency and reliability.

[added: Markets served include] oil and gas, refining, chemicals, power generation, life sciences, food and beverage, automotive, pulp and paper, metals and mining, and municipal water supplies.

The segment’s major product offerings are Measurement & Analytical Instrumentation, Valves, Actuators & Regulators, Industrial Solutions and [removed: Process Control] Systems & [removed: Solutions,] [added: Software,] which are further described below.

Across these product offerings, Automation Solutions offers the [removed: Plantweb TM] [added: PlantwebTM] Digital Ecosystem, a comprehensive Industrial Internet of Things (IIoT) architecture that provides remote monitoring by combining intelligent field sensors, communication gateways and controllers, software, and complementary partner technologies.

Sales by geographic destination in [removed: 2020] [added: 2021] for Automation Solutions were: the Americas, [removed: 45] [added: 44] percent; Europe, 21 percent; and Asia, Middle East & Africa, [removed: 34] [added: 35] percent (China, [removed: 12] [added: 14] percent).

Control, isolation and pressure relief valves respond to commands from a control system to continuously and precisely modulate the flow of process [removed: fluids.][added: fluids and gases.]

[added: The Company also supplies a line of industrial and residential regulators,] whose function is to reduce the pressure of fluids [added: and gases] moving from high-pressure supply lines into lower pressure systems, and also manufactures tank and terminal safety equipment, including hatches, vent pressure and vacuum relief valves, and flame arrestors for storage tanks in the oil and gas, petrochemical, refining and other process industries.

The Company provides process control systems and software that control plant processes by collecting and analyzing information from measurement devices in the [removed: plant,] [added: plant] and [removed: then use] [added: using] that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality and process efficiency and safety.

Service/trademarks and trade names within (but not exclusive to) Automation Solutions include Emerson Automation Solutions, Appleton, ASCO, Aventics, Bettis, Branson, DeltaV, Fisher, Keystone, KTM, Micro Motion, [added: Monarch,] Ovation, Plantweb, Rosemount and Vanessa.

The [added: Commercial & Residential Solutions business consists of the] Climate Technologies [removed: segment] [added: and Tools & Home Products segments, and] provides products and solutions that promote energy [removed: efficiency,] [added: efficiency and sustainability,] enhance household and commercial comfort, and protect food quality and sustainability through heating, air conditioning and refrigeration [removed: technology.][added: technology, as well as a broad range of tools and appliance solutions.]

Sales by geographic destination in [removed: 2020] [added: 2021] for Commercial & Residential Solutions were: the Americas, [removed: 69] [added: 68] percent; Europe, [removed: 12] [added: 13] percent; and Asia, Middle East & Africa, 19 percent (China, 9 percent).

Sales by geographic destination in [removed: 2020] [added: 2021] for Climate Technologies were: the Americas, [removed: 65] [added: 64] percent; Europe, [removed: 11] [added: 12] percent; and Asia, Middle East & Africa, 24 percent (China, [removed: 11] [added: 12] percent).

Service/trademarks and trade names within (but not exclusive to) the Climate Technologies segment include Emerson Commercial & Residential Solutions, Emerson Climate Technologies, Copeland, CoreSense, Dixell, Fusite, [added: Lumity,] ProAct, Sensi, Therm-O-Disc, Vilter and White-Rodgers.

Sales by geographic destination in [removed: 2020] [added: 2021] for this segment were: the Americas, [removed: 79] [added: 78] percent; Europe, [removed: 15] [added: 16] percent; and Asia, Middle East & Africa, 6 percent.

Despite [removed: market price volatility for certain materials and pricing pressures at some of our businesses,] [added: these challenging conditions,] the raw materials and various purchased components needed for the Company’s products have generally been available in sufficient quantities.

The Company’s estimated consolidated order backlog was [removed: $5.3] [added: $6.5] billion and [removed: $5.1] [added: $5.3] billion at September 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Backlog by business at September 30, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] follows (dollars in millions):

| Automation Solutions | | | $ | [removed: 4,594] [added: 4,689] | | | | | [removed: 4,689] [added: 5,426] | | |

| Commercial & Residential Solutions | | | [removed: 467] [added: 624] | | | | | | [removed: 624] [added: 1,107] | | |

| Total Backlog | | | $ | [removed: 5,061] [added: 5,313] | | | | | [removed: 5,313] [added: 6,533] | | |

We believe the Company’s success depends on its ability to attract, develop and retain key [removed: personnel.][added: personnel, and we hired our first Chief People Officer, Elizabeth Adefioye, to help ensure the Company remains focused on this goal.]

[removed: Leadership development programs include intensive] learning programs for new leaders as well as more established leaders.

The Company also partners with educational institutions and nonprofit organizations to help prepare current and future workers with the knowledge [added: and skills they need to succeed.]

Approximately [removed: 60,000] [added: 45,000] employees were surveyed during the three years ended September 30, [removed: 2020.][added: 2021.]

Employee health and safety in the workplace is [added: also] one of the Company’s core values.

In response to the pandemic, the Company has taken actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect [removed: its] [added: our] workforce so they can more safely and effectively perform their work.

The Company and its subsidiaries had approximately [removed: 83,500] [added: 86,700] employees at September 30, [removed: 2020.][added: 2021.]

On October 11, 2021, the Company announced that it entered into a definitive agreement with Aspen Technology, Inc. ("AspenTech") to combine two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. ("OSI") and the geological simulation software business, along with a contribution of $6.0 billion in cash to AspenTech shareholders, to create "new AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies.

Upon closing of the transaction, the Company will own 55 percent of new AspenTech and its results and financial position will be fully consolidated in Emerson's financial statements.

In 2021, the Company completed the acquisition of OSI, a leading operations technology software provider, which broadens and complements Automation Solutions’ software portfolio and ability to help customers in the global power industry, and other end markets, transform and digitize operations to more seamlessly incorporate renewable energy sources and improve energy efficiency and reliability.

Systems & Software

In fiscal 2021, market price volatility for certain materials, most notably the price of steel, negatively impacted the Company's profitability.

The Company also navigated supply chain disruptions and experienced higher freight costs.

See Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

| | | | 2020 | | | | | | 2021 | | |

Supporting our people is a core value for Emerson and underpins our corporate culture.

Leadership development programs include intensive

In 2021, the Company introduced diversity goals at the leadership level.

ENVIRONMENTAL SUSTAINABILITY

Emerson’s global purpose is to drive innovation that makes the world healthier, safer, smarter and more sustainable.

Our environmental sustainability strategy is focused on driving progress within our facilities and helping our customers achieve their ESG objectives.

In 2019, we made a commitment to reduce our GHG (greenhouse gas) emissions by 20 percent, normalized to sales, across our entire global manufacturing footprint and shared service facilities by 2028, measured by our baseline year of 2018.

In 2020, we formed the Environmental Sustainability Steering Committee to further our efforts to drive environmentally responsible solutions for the Company and the industries we serve.

And in early 2021, we named Mike Train as our first Chief Sustainability Officer.

Our environmental sustainability strategy is summarized by our “Greening Of, Greening By, Greening With” framework.

Greening Of Emerson demonstrates our efforts to improve our internal environmental sustainability performance, including reducing our GHG emissions and energy and water consumption.

Greening By Emerson is our approach to delivering technology, solutions and expertise (including through our software offerings) that support and enable our customers’ decarbonization and environmental sustainability efforts.

Greening With Emerson reflects how we foster collaboration among stakeholders by participating in environmental sustainability industry forums, partnering to develop innovative solutions, and engaging with governments globally to support sustainability-related policies and regulations.

Emerson’s environmental sustainability initiatives and strategy are discussed further in our 2020 Environmental, Social and Governance Report, which can be found on our website at www.Emerson.com; this report is not incorporated by reference and should not be considered part of this Form 10-K.

In 2018, the Company expanded its product offerings within its two businesses.

This included the acquisitions of Paradigm, a provider of software solutions for the oil and gas industry, and Aventics, a global provider of smart pneumatics technologies, which are reported in Automation Solutions.

The Company also made strategic acquisitions to strengthen its Commercial & Residential Solutions business, which included Textron's tools and test equipment business, a manufacturer of electrical and utility tools, diagnostics, and test and measurement instruments.

In the first quarter of 2018 the Company also completed the sale of its residential storage business.

Markets served include

On December 1, 2017, the Company acquired Paradigm, enhancing its software solutions offerings in the oil and gas industry.

This technology helped create a more comprehensive digital portfolio from exploration to production, enabling Emerson to help oil and gas operators increase efficiency and reduce costs.

See Note 4.

The Company also supplies a line of industrial and residential regulators,

On July 17, 2018, the Company completed the acquisition of Aventics, a global provider of smart pneumatics technologies that power machine and factory automation applications.

This acquisition significantly expanded Emerson’s fluid automation technologies for process and industrial applications.

Process Control Systems & Solutions

The Commercial & Residential Solutions business consists of the Climate Technologies and Tools & Home Products segments.

The Tools & Home Products segment offers a broad range of mechanical, electrical, utility and do-it-yourself tools for professionals and consumers, and appliance solutions.

In 2018, the Company completed an acquisition to expand its cold chain portfolio of products and services to include temperature management and monitoring products for foodservice markets.

On July 2, 2018, the Company completed the acquisition of Textron’s tools and test equipment business, which manufactures electrical and utility tools, diagnostics, and test and measurement instruments.

These products expand Emerson’s professional tools business, creating a broad offering for mechanical, electrical and plumbing contractors.

On October 2, 2017, the Company sold its residential storage business.

| | | | 2019 | | | | | | 2020 | | |

Supporting our people is a foundational value for Emerson.

and skills they need to succeed.

For the fiscal year ended September 30, [removed: 2020][added: 2021]

| Missouri | | | | | | [removed: ] [added: ] | | | 43-0259330 | | |

Common stock outstanding at October 31, [removed: 2020: 598,039,467] [added: 2021: 594.9 million] shares.

Portions of Emerson Electric Co. Notice of [removed: 2021] [added: 2022] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.

March 31, 2021: $53.7 billion.

March 31, 2020: $28.3 billion.

At September 30, [removed: 2020,] [added: 2021,] the Company had approximately [removed: 200] [added: 170] manufacturing locations worldwide, of which approximately [removed: 70] [added: 60] were located in the United States and [removed: 130] [added: 110] were located outside the United States, primarily in Europe and Asia, and to a lesser extent in Canada and Latin America.

Manufacturing locations by business are: Automation Solutions, [removed: 140;] [added: 120;] and Commercial & Residential Solutions, [removed: 60,] [added: 50,] including 40 in the Climate Technologies segment and [removed: 20] [added: 10] in the Tools & Home Products segment.

The following sets forth certain information as of November [removed: 16, 2020] [added: 15, 2021,] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 2, 2021:][added: 1, 2022:]

| F. J. Dellaquila | | | Senior Executive Vice President and Chief Financial Officer | | | [removed: 63] [added: 64] | | | 1991 | | |

| [removed: S. J. Pelch] [added: R. R. Krishnan] | | | [removed: Chief Operating Officer and] Executive Vice President [removed: - Organization Planning] and [removed: Development] [added: Chief Operating Officer] | | | [removed: 56] [added: 50] | | | 2005 | | |

| [removed: L. Karsanbhai] [added: M. J. Bulanda] | | | Executive President - Automation Solutions | | | [removed: 51] [added: 55] | | | 2002 | | |

| J. P. Froedge | | | Executive President - Commercial & Residential Solutions | | | [removed: 45] [added: 46] | | | 2013 | | |

| S. Y. Bosco | | | Senior Vice President, Secretary and General Counsel | | | [removed: 62] [added: 63] | | | 2005 | | |

| K. Button Bell | | | Senior Vice President and Chief Marketing Officer | | | [removed: 62] [added: 63] | | | 1999 | | |

| M. J. Baughman | | | Vice President, Controller and Chief Accounting Officer | | | [removed: 55] [added: 56] | | | 2018 | | |

[removed: Prior to that, Mr. Train was Executive President - Automation Solutions from] October 2016 through October 2018, Executive Vice President - Automation Solutions from May 2016 through October 2016 and President of Global Sales for Emerson Process Management from 2010 through May 2016.

[removed: Lal Karsanbhai] [added: Bulanda] was appointed Executive President - Automation Solutions in [removed: October 2018.][added: February 2021.]

Prior to his current position, Mr. Karsanbhai was [removed: Group] [added: Executive] President - [added: Automation Solutions from October 2018 through January 2021, President -] Measurement & Analytical from 2016 through September 2018, and President Emerson Network Power Europe, Middle East and Africa from 2014 through 2016.

[added: Prior to his current position, Mr.] Bulanda was [removed: appointed] Senior Vice President [removed: in] [added: from] November 2016 [removed: and] [added: through February 2021,] Vice President - Acquisition Planning and Development [removed: in] [added: from] May [added: 2016 through November 2016 and Executive Vice President - Emerson Industrial Automation from 2012 through May] 2016.

| S. L. Karsanbhai | | | Chief Executive Officer and President | | | 52 | | | 2002 | | |

| L. A. Flavin | | | Senior Vice President and Chief Compliance Officer | | | 56 | | | 2001 | | |

| M. H. Train | | | Senior Vice President and Chief Sustainability Officer | | | 59 | | | 1994 | | |

| E. M. Adefioye | | | Chief People Officer | | | 53 | | | 2021 | | |

| | | | | | | | | | | | |

Lal Karsanbhai has been Chief Executive Officer since February 2021 and President since March 2021.

Ram R.

Krishnan was appointed Executive Vice President and Chief Operating Officer in February 2021.

Prior to his current position, Mr. Krishnan was President Final Control from November 2017 to February 2021, Chief Operating Officer Final Control from January 2017 to November 2017, and President Flow Solutions from 2016 through January 2017.

Lisa A.

Flavin was appointed Senior Vice President and Chief Compliance Officer in March 2021.

Prior to her current position, Ms. Flavin was Vice President and Chief Compliance Officer from February 2019 through March 2021 and Vice President, Audit and Chief Compliance Officer from February 2015 through February 2019.

Train was appointed Senior Vice President and Chief Sustainability Officer in March 2021.

Prior to that, Mr. Train was President from October 2018 to March 2021 and Executive President - Automation Solutions from

Elizabeth M.

Adefioye was appointed Chief People Officer in August 2021.

Prior to that, beginning in 2018, Ms. Adefioye was Senior Vice President and Chief Human Resources Officer of Ingredion Incorporated, a global ingredients solutions provider, and Vice President Human Resources, North America and Global Specialties of Ingredion, from September 2016 through March 2018, and Vice President Human Resources Americas of Janssen Pharmaceutical, a subsidiary of Johnson & Johnson, from June 2015 to September 2016.

| D. N. Farr | | | Chairman of the Board and Chief Executive Officer* | | | 65 | | | 1985 | | |

| M. H. Train | | | President | | | 58 | | | 1994 | | |

| M. J. Bulanda | | | Senior Vice President - Planning and Development | | | 54 | | | 2002 | | |

*Also chairman of the Executive Committee of the Board of Directors.

David N.

Farr has been Chief Executive Officer since October 2000, was appointed Chairman of the Board in September 2004, and also served as President from November 2005 to October 2010.

Steven J.

Pelch was appointed Chief Operating Officer in January 2018, Executive Vice President in November 2016, Senior Vice President in November 2015 and Vice President - Organization Planning and Development in November 2014.

Train was appointed President in October 2018.

Prior to his current position, Mr. Bulanda was Executive Vice President - Emerson Industrial Automation from 2012 through May 2016.

Information regarding the market for the Company's common stock and dividend payments is set forth in Note [removed: 20.][added: 20 and is hereby incorporated by reference.]

There were approximately [removed: 17,200] [added: 16,400] stockholders of record at September 30, [removed: 2020.][added: 2021.]

In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately [removed: 65.5] [added: 60] million shares remain available.

| July 2021 | | | | | | | | | 711 | | | | | | | | | | | | $96.76 | | | | | | | | | | | | 711 | | | | | | | | | 61,777 | | |

| August 2021 | | | | | | | | | 815 | | | | | | | | | | | | $102.95 | | | | | | | | | | | | 815 | | | | | | | | | 60,962 | | |

| September 2021 | | | | | | | | | 717 | | | | | | | | | | | | $99.47 | | | | | | | | | | | | 717 | | | | | | | | | 60,245 | | |

| Total | | | | | | | | | 2,243 | | | | | | | | | | | | $99.87 | | | | | | | | | | | | 2,243 | | | | | | | | | 60,245 | | |

| July 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |

| August 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |

| September 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |

| Total | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |

Years ended September 30

(dollars in millions, except per share amounts)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2016 | | | | | | 2017 | | | | | | 2018(a) | | | | | | 2019(b) | | | | | | 2020(c) | | |

| Net sales | | | $ | 14,522 | | | | | 15,264 | | | | | | 17,408 | | | | | | 18,372 | | | | | | 16,785 | | |

| Earnings from continuing operations – common stockholders | | | $ | 1,590 | | | | | 1,643 | | | | | | 2,203 | | | | | | 2,306 | | | | | | 1,965 | | |

| Basic earnings per common share from continuing operations | | | $ | 2.46 | | | | | 2.54 | | | | | | 3.48 | | | | | | 3.74 | | | | | | 3.26 | | |

| Diluted earnings per common share from continuing operations | | | $ | 2.45 | | | | | 2.54 | | | | | | 3.46 | | | | | | 3.71 | | | | | | 3.24 | | |

| Cash dividends per common share | | | $ | 1.90 | | | | | 1.92 | | | | | | 1.94 | | | | | | 1.96 | | | | | | 2.00 | | |

| Long-term debt | | | $ | 4,051 | | | | | 3,794 | | | | | | 3,137 | | | | | | 4,277 | | | | | | 6,326 | | |

| Total assets | | | $ | 21,732 | | | | | 19,589 | | | | | | 20,390 | | | | | | 20,497 | | | | | | 22,882 | | |

(a) Includes income tax benefit of $189 ($0.30 per share) from the impacts of U.S. tax reform.

(b) Includes restructuring costs of $0.12 per share and discrete tax benefits of $0.14 per share.

(c) Restructuring costs and special advisory fees reduced earnings by $0.42 per share, while discrete tax items provided a $0.20 per share benefit.

See Note 4 for information regarding the Company's acquisition and divestiture activities for the last three years, Note 6 for information regarding restructuring activities, and Note 14 for information regarding income taxes.

(Dollars [added: and shares] in millions, except per share amounts)

| [removed: | | | 2018 | | |] [added: Performance period] | | | [added: 2017 -] 2019 | | | | | | [removed: 2020] [added: 2018 - 2020] | | |

| Net sales | | | $ | [removed: 17,408] [added: 18,372] | | | | | [removed: 18,372] [added: 16,785] | | | | | | [removed: 16,785] [added: 18,236] | | |

| Cost of sales | | | [removed: 9,976] [added: 10,557] | | | | | | [removed: 10,557] [added: 9,776] | | | | | | [removed: 9,776] [added: 10,673] | | |

| Selling, general and administrative expenses | | | [removed: 4,269] [added: 4,457] | | | | | | [removed: 4,457] [added: 3,986] | | | | | | [removed: 3,986] [added: 4,179] | | |

| Other deductions, net | | | [removed: 337] [added: 325] | | | | | | [removed: 325] [added: 532] | | | | | | [removed: 532] [added: 318] | | |

| Interest expense, net of interest income of: [removed: 2018, $43;] 2019, $27; 2020, [removed: $19] [added: $19; 2021, $12] | | | [removed: 159] [added: 174] | | | | | | [removed: 174] [added: 156] | | | | | | [removed: 156] [added: 154] | | |

| Earnings before income taxes | | | [removed: 2,667] [added: 2,859] | | | | | | [removed: 2,859] [added: 2,335] | | | | | | [removed: 2,335] [added: 2,912] | | |

| Income taxes | | | [removed: 443] [added: 531] | | | | | | [removed: 531] [added: 345] | | | | | | [removed: 345] [added: 585] | | |

| Net earnings | | | [removed: 2,224] [added: 2,328] | | | | | | [removed: 2,328] [added: 1,990] | | | | | | [removed: 1,990] [added: 2,327] | | |

| Less: Noncontrolling interests in earnings of subsidiaries | | | [removed: 21] [added: 22] | | | | | | [removed: 22] [added: 25] | | | | | | [removed: 25] [added: 24] | | |

| Net earnings common stockholders | | | $ | [removed: 2,203] [added: 2,306] | | | | | [removed: 2,306] [added: 1,965] | | | | | | [removed: 1,965] [added: 2,303] | | |

| | | | [removed: | | | 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

| Net earnings | | | | | | $ | [removed: 2,224] [added: 2,328] | | | | | [removed: 2,328] [added: 1,990] | | | | | | [removed: 1,990] [added: 2,327] | | |

| Foreign currency translation | | | | | | [removed: (231)] [added: (194)] | | | | | | [removed: (194)] [added: 85] | | | | | | [removed: 85] [added: 81] | | |

| Pension and postretirement | | | | | | [removed: 242] [added: (508)] | | | | | | [removed: (508)] [added: 64] | | | | | | [removed: 64] [added: 605] | | |

| Cash flow hedges | | | | | | [removed: (7)] [added: (5)] | | | | | | [removed: (5)] [added: (2)] | | | | | | [removed: (2)] [added: 18] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 4] [added: (707)] | | | | | | [removed: (707)] [added: 147] | | | | | | [removed: 147] [added: 704] | | |

| Comprehensive income | | | | | | [removed: 2,228] [added: 1,621] | | | | | | [removed: 1,621] [added: 2,137] | | | | | | [removed: 2,137] [added: 3,031] | | |

| Less: Noncontrolling interests in comprehensive income of subsidiaries | | | | | | [removed: 21] [added: 22] | | | | | | [removed: 22] [added: 27] | | | | | | [removed: 27] [added: 23] | | |

| Comprehensive income common stockholders | | | | | | $ | [removed: 2,207] [added: 1,599] | | | | | [removed: 1,599] [added: 2,110] | | | | | | [removed: 2,110] [added: 3,008] | | |

| | | | [added: | | |] 2019 | | | | | | [removed: 2020] [added: 2020] | | | [added: | | | 2021 | | |]

| [removed: Cash] [added: Beginning cash] and equivalents | | | [removed: $] [added: 1,093] | [added: | | | | |] 1,494 | | | | | [added: |] 3,315 | | |

| Receivables, less allowances of [removed: $112 in 2019 and] $138 in 2020 [added: and $116 in 2021] | | | [removed: 2,985] [added: 2,802] | | | | | | [removed: 2,802] [added: 2,971] | | |

| Inventories | | | [removed: 1,880] [added: 1,928] | | | | | | [removed: 1,928] [added: 2,050] | | |

| Other current assets | | | [removed: 780] [added: 761] | | | | | | [removed: 761] [added: 1,057] | | |

| Total current assets | | | [removed: 7,139] [added: 8,806] | | | | | | [removed: 8,806] [added: 8,432] | | |

| Property, plant and equipment, net | | | [removed: 3,642] [added: 3,688] | | | | | | [removed: 3,688] [added: 3,738] | | |

| Goodwill | | | [removed: 6,536] [added: 6,734] | | | | | | [removed: 6,734] [added: 7,723] | | |

| Other intangible assets | | | [removed: 2,615] [added: 2,468] | | | | | | [removed: 2,468] [added: 2,877] | | |

| Other | | | [removed: 565] [added: 1,186] | | | | | | [removed: 1,186] [added: 1,945] | | |

| Total other assets | | | [removed: 9,716] [added: 10,388] | | | | | | [removed: 10,388] [added: 12,545] | | |

| Total assets | | | $ | [removed: 20,497] [added: 22,882] | | | | | [removed: 22,882] [added: 24,715] | | |

| Short-term borrowings and current maturities of long-term debt | | | $ | [removed: 1,444] [added: 1,160] | | | | | [removed: 1,160] [added: 872] | | |

| Accounts payable | | | [removed: 1,874] [added: 1,715] | | | | | | [removed: 1,715] [added: 2,108] | | |

| Accrued expenses | | | [removed: 2,658] [added: 2,910] | | | | | | [removed: 2,910] [added: 3,266] | | |

| Total current liabilities | | | [removed: 5,976] [added: 5,785] | | | | | | [removed: 5,785] [added: 6,246] | | |

| Long-term debt | | | [removed: 4,277] [added: 6,326] | | | | | | [removed: 6,326] [added: 5,793] | | |

| Other liabilities | | | [removed: 1,971] [added: 2,324] | | | | | | [removed: 2,324] [added: 2,753] | | |

| Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, [removed: 611.0] [added: 598.0] shares in [removed: 2019; 598.0] [added: 2020; 595.8] shares in [removed: 2020] [added: 2021] | | | 477 | | | | | | 477 | | |

| Earnings per share: | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 3.74 | | | | | 3.26 | | | | | | 3.85 | | |

| Diluted | | | $ | 3.71 | | | | | 3.24 | | | | | | 3.82 | | |

| Weighted average outstanding shares: | | | | | | | | | | | | | | | | | |

| Basic | | | 616.2 | | | | | | 602.9 | | | | | | 598.1 | | |

| Diluted | | | 620.6 | | | | | | 606.6 | | | | | | 601.8 | | |

| | | | 24,325 | | | | | | 26,174 | | |

Effective October 1, 2020, the Company adopted two accounting standard updates and one new accounting standard, and in fiscal 2020 adopted updates to ASC 815, all of which had an immaterial impact on the Company's financial statements.

These included:

- Updates to ASC 350, *Intangibles - Goodwill and Other*, which eliminate the requirement to measure impairment based on the implied fair value of goodwill compared to the carrying amount of a reporting unit’s goodwill.

Instead, goodwill impairment will be measured as the excess of a reporting unit’s carrying amount over its estimated fair value.

- Updates to ASC 350, *Intangibles - Goodwill and Other*, which align the requirements for capitalizing implementation costs incurred in a software hosting arrangement with the requirements for costs incurred to develop or obtain internal-use software.

- Adoption of ASC 326, *Financial Instruments - Credit Losses*, which amends the impairment model by requiring entities to use a forward-looking approach to estimate lifetime expected credit losses on certain types of financial instruments, including trade receivables.

As part of the Company's risk

Counterparties to derivative arrangements are companies with investment-grade credit ratings.

| | | | | | | 2020 | | | | | | 2021 | | |

On October 11, 2021, the Company announced that it entered into a definitive agreement with Aspen Technology, Inc. ("AspenTech") to combine two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. ("OSI") and the geological simulation software business, along with a contribution of $6.0 billion in cash to AspenTech shareholders, to create "new AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies.

Upon closing of the transaction, the Company will own 55 percent of new AspenTech and its results and financial position will be fully consolidated in Emerson's financial statements.

This business, which had net sales of $191 in fiscal 2021 and is reported in the Automation Solutions segment, expands the Company's offerings in the power industry to include the digitization and modernization of the

electric grid.

Results of operations for the year ended September 30, 2021 included first year pretax acquisition accounting charges related to backlog amortization and deferred revenue of $30 and $14, respectively, and fees of $6.

These three businesses had combined annual sales of approximately $50.

Subsequent to September 30, 2021, the equity holders received a return on their investment in excess of the threshold.

Based on the terms of the agreement and the current calculation, the Company could receive approximately $600 on a pretax basis through periodic distributions over the next two years, of which $438 was received in November 2021.

However, the remaining distributions are contingent on the timing and price at which Vertiv shares are sold by the equity holders and therefore, there can be no assurance as to the amount or timing of the remaining distributions to the Company.

As of September 30, 2021, no amounts have been recognized in the financial statements related to this gain contingency.

The increase in intangibles amortization expense for 2021 was due to the OSI acquisition, including backlog amortization of $30.

The change in 2021 was primarily due to a favorable impact from pensions and investment-related gains, including gains in the first quarter of fiscal 2021 of $21 from an investment sale and $17 from the acquisition of full ownership of an equity investment, and a gain in the second quarter of $31 from the sale of an equity investment.

The change in 2020 was primarily due to special advisory fees of $13.

Costs incurred in 2020 and 2019 primarily relate to the Company's initiatives to improve operating margins that began in the third quarter of fiscal 2019 and were expanded in the third quarter of fiscal 2020 in response to the effects of COVID-19 on demand for the Company's products.

| Total | | | $ | 181 | | | | | | | | 150 | | | | | | | | | | | | 155 | | | | | | | | | 176 | | |

| | | | 2020 | | | | | | 2021 | | |

| | | | | | | 2020 | | | | | | | | | 2021 | | |

| 2022 | | | | | | | | | | | | | | | $ | 166 | |

| 2026 | | | | | | | | | | | | | | | 39 | | |

| Acquisitions | | | 967 | | | | | | 23 | | | | | | — | | | | | | 23 | | | | | | 990 | | |

| Balance, September 30, 2021 | | | $ | 6,552 | | | | | 753 | | | | | | 418 | | | | | | 1,171 | | | | | | 7,723 | | |

| | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | |

The increase in goodwill and intangible assets reflect the acquisition of Open Systems International, Inc.

Following is a discussion regarding the Company’s use of financial instruments:

| Basic earnings per common share | | | $ | 3.48 | | | | | 3.74 | | | | | | 3.26 | | |

| Diluted earnings per common share | | | $ | 3.46 | | | | | 3.71 | | | | | | 3.24 | | |

| | | | 23,347 | | | | | | 24,325 | | |

| Transition impact of Tax Act | | | (189) | | | | | | — | | | | | | — | | |

These updates were adopted using a modified retrospective approach and were immaterial to the Company's financial statements for the year ended September 30, 2020.

Amounts reported for the year ended September 30, 2018 continue to be reported in accordance with the Company's historical accounting under ASC 605, *Revenue Recognition*.

In the first quarter of fiscal 2019, the Company adopted updates to ASC 715, *Compensation - Retirement Benefits*, which permit only the service cost component of net periodic pension and postretirement expense to be reported with compensation costs, while all other components are required to be reported separately in other deductions.

These updates were adopted retrospectively and resulted in the reclassification of $40 of income in 2018 from cost of sales and SG&A to other deductions, net.

Segment earnings were not impacted by the updates to ASC 715.

In the fourth quarter of 2018, the Company adopted updates to ASC 220, *Comprehensive Income*, which permit reclassification of stranded tax effects resulting from U.S. tax reform from accumulated other comprehensive income to retained earnings.

The Company reclassified $100 of stranded tax effects from accumulated other comprehensive income to retained earnings upon adoption of these updates.

See Note 17.

In the first quarter of 2018, the Company adopted updates to ASC 740, *Income Taxes*, which require recognition of the income tax effects of intra-entity transfers of assets other than inventory when the transfer occurs, on a modified retrospective basis.

The adoption of these updates resulted in an increase of $3 to retained earnings.

In the first quarter of 2018, the Company adopted updates to ASC 330, *Inventory*, which changed the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.

These updates were adopted prospectively and did not materially impact the Company's financial statements.

forecasted purchases of copper and aluminum and related products.

This business, which has annual sales of approximately $170 will be reported in the Automation Solutions segment.

Valuations of certain acquired assets and liabilities are in-process and subject to refinement.

On July 17, 2018, the Company completed the acquisition of Aventics, a global provider of smart pneumatics technologies that power machine and factory automation applications, for $622, net of cash acquired.

This business, which has annual sales of approximately $425, is reported in the Industrial Solutions product offering in the Automation Solutions segment.

The Company recognized goodwill of $372 ($20 of which is expected to be tax deductible), and identifiable intangible assets of $278, primarily intellectual property and customer relationships with a weighted-average useful life of approximately 12 years.

On July 2, 2018, the Company completed the acquisition of Textron's tools and test equipment business for $810, net of cash acquired.

This business, with annual sales of approximately $470, is a manufacturer of electrical and utility tools, diagnostics, and test and measurement instruments, and is reported in the Tools & Home products segment.

The Company recognized goodwill of $366 ($11 of which is expected to be tax deductible), and identifiable intangible assets of $358, primarily intellectual property and customer relationships with a weighted-average useful life of approximately 14 years.

On December 1, 2017, the Company acquired Paradigm, a provider of software solutions for the oil and gas industry, for $505, net of cash acquired.

This business had annual sales of approximately $140 and is included in the Measurement & Analytical Instrumentation product offering within Automation Solutions.

The Company recognized goodwill of $309 ($170 of which is expected to be tax deductible), and identifiable intangible assets of $238, primarily intellectual property and customer relationships with a weighted-average useful life of approximately 11 years.

During 2018, the Company also acquired four smaller businesses, two in the Automation Solutions segment and two in the Climate Technologies segment.

Total cash paid for all businesses for the fiscal year ended 2018 was $2.2 billion, net of cash acquired.

The purchase price of the 2018 acquisitions was allocated to assets and liabilities as follows.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accounts receivable | | | | | | $ | 153 | |

| Inventory | | | | | | 187 | | |

| Goodwill | | | | | | 1,176 | | |

| Intangibles | | | | | | 1,013 | | |

| Total assets | | | | | | 2,746 | | |

| Accounts payable | | | | | | 73 | | |

| Other current liabilities | | | | | | 134 | | |

Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of September 30, [removed: 2020] [added: 2021] to provide reasonable assurance of achieving these objectives.

There was no change in the Company's internal control over financial reporting during the quarter ended September 30, [removed: 2020,] [added: 2021,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART III

Not applicable.

PART III

Information regarding nominees and directors appearing under "Proxy Item No. 1: Election of Directors" in the Emerson Electric Co. Notice of Annual Meeting of Shareholders and Proxy Statement for the February [removed: 2021] [added: 2022] annual shareholders' meeting (the [removed: "2021] [added: "2022] Proxy Statement") is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee Operations - Board and Corporate Governance - Committees of Our Board of Directors," "Board and Committee Operations - Corporate Governance and Nominating Committee - Nomination Process" and "- Proxy Access" in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables," "Board and Committee Operations—Corporate Governance and Nominating Committee—Director Compensation," "Board and Committee Operations—Compensation Committee" (including, but not limited to, the information set forth under "Role of Executive Officers and the Compensation Consultant," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation") in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

The information contained in the "Compensation Committee Report” shall not be deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), except to the [added: extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.]

extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.

The information regarding beneficial ownership of shares by nominees and continuing directors, named executive officers, five percent beneficial owners, and by all directors and executive officers as a group appearing under "Ownership of Emerson Equity Securities" in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, [removed: 2020:][added: 2021:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 10,651,000] [added: 8,464,000] | | | | | | | | | | | | [removed: $58.42] [added: $57.96] | | | | | | | | | | | | [removed: 18,745,000] [added: 5,229,000] | | | | | |

Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 4,133,000] [added: 2,017,000] shares reserved for outstanding stock option awards, (ii) [removed: 1,990,000] [added: 2,243,000] shares reserved for performance share awards granted in [removed: 2020,] [added: 2021,] (iii) [removed: 1,726,000] [added: 1,872,000] shares reserved for performance share awards granted in [removed: 2019,] [added: 2020,] (iv) [removed: 1,922,000] [added: 1,659,000] shares reserved for performance share awards granted in [removed: 2018] [added: 2019] and (v) [removed: 880,000] [added: 673,000] shares reserved for outstanding restricted stock unit awards.

Included in column (c) are shares remaining available for award under previously approved plans as follows: (i) [removed: 11,628,000 under the 2011 Stock Option Plan, (ii) 6,135,000] [added: 4,118,000] under the 2015 Incentive Shares Plan, [removed: (iii) 863,000] [added: (ii) 1,012,000] under the 2006 Incentive Shares Plan, and [removed: (iv) 119,000] [added: (iii) 99,000] under the Restricted Stock Plan for Non-Management Directors.

| Total | | | | | | 8,464,000 | | | | | | | | | | | | $57.96 | | | | | | | | | | | | 5,229,000 | | | | | |

| Total | | | | | | 10,651,000 | | | | | | | | | | | | $58.42 | | | | | | | | | | | | 18,745,000 | | | | | |

Information appearing under “Board and Committee Operations—Board and Corporate Governance—Review, Approval or Ratification of Transactions with Related Persons," "—Certain Business Relationships and Related Party Transactions" and "—Director Independence" in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2021] [added: 2022] Proxy Statement is hereby incorporated by reference.

3(b) [Bylaws of Emerson Electric [removed: Co](https://www.sec.gov/ix?doc=/Archives/edgar/data/32604/000119312520287970/d74753d8k.htm).,] [added: Co](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000032604/000119312521149998/d180109d8k.htm).,] as amended through [removed: November 3, 2020,] [added: May 4, 2021,] incorporated by reference to the Company's Form 8-K dated [removed: November 6, 2020,] [added: May 4, 2021,] filed on [removed: November 6, 2020,] [added: May 4, 2021,] File No. 1-278, Exhibit 3.1.

4(c) [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit4cfy20.htm) [added: incorporated by reference to Emerson Electric Co., 2020 Form 10-K, File No. 1-278, Exhibit 4(c).]

4(d) [Description of 0.375% Notes due 2024, 1.250% Notes due 2025 and [removed: 2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[.](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[%](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[N](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[o](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[t](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[e](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[s](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[d](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[u](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[e](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[9](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm),] [added: 2.000% Notes due 2029](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm),] incorporated by reference to Emerson Electric Co., 2019 Form 10-K, File No. 1-278, Exhibit 4(d).

10(g)* [removed: [Amended] [added: Amended] and Restated Emerson Electric Co. Savings Investment Restoration Plan and Forms of Participation Agreement, Annual Election Form and Payment Election Form (applicable only with respect to benefits after January 1, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10h.htm),] [added: 2005),] incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(h), [First Amendment to Emerson Electric Co. Savings Investment Restoration Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408026482/v112540_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2008, File No. 1-278, Exhibit 10.1 and [Second Amendment to the Emerson Electric Co. Savings Investment Restoration Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260420000021/q2fy20exhibit102.htm), incorporated by reference to Emerson Electric Co., Form 10-Q for the quarter ended March 31, 2020, File No. 1-278, Exhibit 10.2.

10(k)* [2001 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880001500321/emerson.txt), incorporated by reference to Emerson Electric Co. 2002 Proxy Statement dated December 12, 2001, File No. 1-278, Appendix A, [Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-3.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.3 (used on or prior to September 30, 2011), [Forms of Notice of Grant of Stock Options, Option Agreement and [removed: Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.1 (used after September 30, 2011), [Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-4.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1,][added: Incentive](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm)]

[added: [Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.1 (used after September 30, 2011), [Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-4.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1,] 2004, Exhibit 10.4 (used on or prior to September 30, 2011), [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement,](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-2.htm) incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.2 (used after September 30, 2011).

10(s)* [Emerson Electric Co. 2015 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260414000052/emersonproxystatement2015a.htm#s499493357b434e7aaeb3614bfefa2de8), incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, [Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to November 5, 2018), Performance Shares Program Award Summary (used on or prior to November 5, 2018) and Form of Restricted Shares Award Agreement (used on or prior to November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm), incorporated by reference to [added: Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u), [Form of Restricted Shares Award Agreement (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, [Form of Restricted Stock Units Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and [Form of Performance Share Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3.]

10(v)* [Letter Agreement [removed: effective] [added: dated] as of [removed: October 2, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518294665/d634197dex101.htm),] [added: August 12, 2020](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm),] by and between Emerson Electric Co. and [removed: Edward L.][added: Robert T.]

[removed: Monser,] [added: Farr,] incorporated by reference to the Emerson Electric Co. Form 8-K filed [removed: October 5, 2018,] [added: February 26, 2021,] File No. 1-278, Exhibit 10.1.

10(w)* [removed: [Letter Agreement](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm) [dated](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm) [as] [added: [](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521060354/d113721dex101.htm)[Letter Agreement dated as] of [removed: August 12, 2020](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm),] [added: February 23, 2021](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521060354/d113721dex101.htm),] by and between Emerson Electric Co. and [removed: Robert T.][added: David N.]

21 [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit21fy20.htm)][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit21fy21.htm)]

23 [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit23fy20.htm)][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit23fy21.htm)]

24 [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit24fy20.htm)][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit24fy21.htm)]

31 [removed: [Certifications](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm) [pursuant](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm) [to] [added: [Certifications pursuant to] Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm)][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit31fy21.htm)]

32 [Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit32fy20.htm)][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit32fy21.htm)]

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 years ended September 30, [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2018,] 2019, [added: 2020,] and [removed: 2020] [added: 2021] (iii) Consolidated Balance Sheets at September 30, [removed: 2019] [added: 2020] and [removed: 2020,] [added: 2021,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020,] [added: 2021,] (v) Consolidated Statements of Cash Flows for the years [removed: ended September 30, 2018, 2019 and 2020, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2020.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 16, 2020,] [added: 15, 2021,] by the following persons on behalf of the registrant and in the capacities indicated.

2(a) [Transaction Agreement and Plan of Merger](https://www.sec.gov/Archives/edgar/data/32604/000095010321015731/dp159638_ex0201.htm)[, dated as of October 10, 2021](https://www.sec.gov/Archives/edgar/data/32604/000095010321015731/dp159638_ex0201.htm), among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide, Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to the Company’s Form 8-K, filed on October 12, 2021, File No. 1-278, Exhibit 2.1.

10(x)* [Consulting Agreement dated as of February 23, 2021](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521060354/d113721dex102.htm), by and between Emerson Electric Co. and David N.

Farr, incorporated by reference to the Emerson Electric Co. Form 8-K filed February 26, 2021, File No. 1-278, Exhibit 10.2.

10(y)* [](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521079609/d356302dex101.htm)[Letter Agreement dated as of February 16, 2021](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521079609/d356302dex101.htm), by and between Emerson Electric Co. and Steven J.

Pelch, incorporated by reference to the Emerson Electric Co. Form 8-K filed March 12, 2021, File No. 1-278, Exhibit 10.1.

ended September 30, 2019, 2020 and 2021, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2021.

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Emerson agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

| | | | | | | November 15, 2021 | | | | | |

| /s/ S. L. Karsanbhai | | | | | | Chief Executive Officer and President and Director | | |

| S. L. Karsanbhai | | | | | | | | |

| * | | | | | | Chair of the Board | | |

| | | | | | | | | |

Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u), [Form of Restricted Shares Award Agreement (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, [Form of Restricted Stock Units Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and [Form of Performance Share Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3.

| | | | | | | November 16, 2020 | | | | | |

| /s/ D. N. Farr | | | | | | Chairman of the Board and Chief Executive Officer | | |

| D. N. Farr | | | | | | | | |

| * | | | | | | Director | | |