Emerson Electric (EMR) 10-K risk factor changes: FY2022 vs FY2021

In [removed: 2021] [added: 2022] and in past years, we have made various [removed: acquisitions] [added: acquisitions, including our majority stake in Aspen Technology, Inc.,] and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.

[removed: *The] [added: *Our] Planned [removed: Combination of Two of Our Industrial Software Businesses (OSI Inc. and the Geological Simulation Software businesses) with the Business] [added: Sale] of [removed: Aspen Technology, Inc., and our Planned] [added: a] Majority Stake in the [removed: Publicly Traded Entity that Holds Such Combined Businesses,] [added: Climate Technologies Business] 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 [removed: combination with Aspen Technology, Inc. ("AspenTech").][added: sale of a majority stake in the Climate Technologies Business.]

Unforeseen developments, including possible delays in obtaining various [added: tax,] 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 [removed: combination.][added: sale.]

*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 [removed: Products*][added: Products*]

We manage businesses with manufacturing facilities worldwide, a majority of which are located outside the United States, and also source certain materials [removed: internationally.][added: globally.]

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 emerging markets to capitalize on market opportunities and maintain [removed: our] [added: a] best-cost position.

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

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

Authorities around the world have taken a variety of measures to slow the spread of COVID-19, including travel bans or restrictions, increased border controls or closures, quarantines, shelter-in-place orders and business shutdowns [added: (particularly in China where shutdowns continue)] and such authorities may impose additional restrictions.

[removed: Evolving] government plans around the world [removed: 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.

The impact of COVID-19 on the global economy and our customers, as well as volatility in commodity markets (including oil [removed: prices), has negatively impacted demand for] [added: prices) could result in further disruptions to] our [removed: products] [added: manufacturing operations, including higher rates of employee absenteeism,] and [added: supply chain, which] could continue to [removed: do so in the future.][added: negatively impact our ability to meet customer demand.]

The extent to which COVID-19 will impact our business, results of operations, financial condition or liquidity is highly uncertain and will depend on future developments, including the spread and duration of the [removed: virus,] [added: virus and any variants,] potential actions taken by governmental authorities, and how quickly economic conditions stabilize and recover.

[removed: In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act] and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced government corruption to some degree.

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

Moreover, after the transaction is completed, the Company will be smaller and less diversified, with a narrower business focus, including a focus on software, innovation and disruptive technologies, and may encounter more volatility and be more vulnerable to changing market conditions, which could adversely affect our business.

We also may not be able to redeploy the net proceeds from our divestitures on the timing or with the benefits anticipated.

We have also taken actions to protect our employees and to mitigate the spread of COVID-19.

Evolving

In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act

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

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

Our ability to achieve such goals and aspirations is subject to numerous risks and uncertainties, many of which rely on the collective efforts of others or may be outside of our control.

Such risks include, among others, the availability and adoption of new or additional technologies that reduce carbon or eliminate energy sources on a commercially reasonable basis, competing and evolving economic, policy and regulatory factors, the ability of suppliers and others to meet our sustainability, diversity and other goals, the availability of qualified candidates in our labor markets and our ability to recruit and retain diverse talent, and customer engagement in our goals.

There may be times where actual outcomes vary from those aimed for or expected and sometimes challenges may delay or block progress.

As a result, we cannot offer assurances that the results reflected or implied by any such statements will be realized or achieved.

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

In addition, certain of our product offerings may become less attractive as standards evolve.

A failure or perceived failure to meet our aspirational purpose, causes, values, and related commitments, goals or targets within the timelines we announce, or at all, or a failure or perceived failure to meet evolving stakeholders expectations and standards, could damage our reputation, adversely affect employee retention or engagement or support from our various stakeholders and could subject us to government enforcement actions or penalties and private litigation.

Such outcomes could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position.

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.

We have also taken actions to protect our employees and to mitigate the spread of COVID-19, including embracing guidelines set by the World Health Organization and the Centers for Disease Control and Prevention on social distancing, good hygiene, restrictions on employee travel and in-person meetings, and changes to employee work arrangements including remote work arrangements where appropriate.

Its effects could also result in further disruptions to our manufacturing operations, including higher rates of employee absenteeism, and supply chain, which could continue to negatively impact our ability to meet customer demand.

existing litigation or a future adverse development will not have a material adverse impact.

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 [added: prospects for the future.]

[removed: EBIT (defined as earnings] before deductions for interest expense, net and income taxes) and total segment EBIT, and EBIT margin (defined as EBIT divided by net sales) and total segment EBIT margin, are financial measures that exclude the impact of financing on the capital structure and income taxes.

EBITDA (defined as EBIT excluding depreciation and amortization) and EBITDA margin (defined as EBITDA divided by net sales) are [added: also] used as measures of the Company's current operating performance, as they exclude the impact of capital and acquisition-related investments.

All of these are commonly used financial measures utilized by management to evaluate performance (U.S. GAAP measures: *pretax earnings or pretax profit [added: margin, segment earnings or segment] margin*).

Management believes that the financial statements for each of the years in the three-year period ended September 30, [removed: 2021] [added: 2022] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

[removed: Management] [added: Although the design of this system recognizes that errors or irregularities may occur, management] believes that the Company's internal accounting controls provide reasonable assurance that errors or irregularities that could be material to the financial statements are prevented or would be detected within a timely period.

Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, [removed: 2021.][added: 2022.]

| [removed: *Chief Executive Officer*] [added: *President*] | | | | | | *Senior Executive Vice President* | | | | | |

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

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 20] [added: 21] vs. [removed: 19] [added: 20] | | | | | | [removed: 21] [added: 22] vs. [removed: 20] [added: 21] | | |

| Net sales | | | $ | [removed: 18,372] [added: 16,785] | | | | | [removed: 16,785] [added: 18,236] | | | | | | [removed: 18,236] [added: 19,629] | | | | | | [removed: (9)] [added: 9] | | % | | | | [removed: 9] [added: 8] | | % |

| Gross profit | | | $ | [removed: 7,815] [added: 7,009] | | | | | [removed: 7,009] [added: 7,563] | | | | | | [removed: 7,563] [added: 8,188] | | | | | | [removed: (10)] [added: 8] | | % | | | | 8 | | % |

| *Percent of sales* | | | [removed: *42.5*] [added: *41.8*] | | *%* | | | | [removed: *41.8*] [added: *41.5*] | | *%* | | | | [removed: 41.5] [added: 41.7] | | % | | | | [added: (0.3) pts] | | | | | | [added: 0.2 pts] | | |

| SG&A | | | $ | [removed: 4,457] [added: 3,986] | | | | | [removed: 3,986] [added: 4,179] | | | | | | [removed: 4,179] [added: 4,248] | | | | | | | | | | | | | | |

| *Percent of sales* | | | [removed: *24.2*] [added: *23.8*] | | *%* | | | | [removed: *23.8*] [added: *22.9*] | | *%* | | | | [removed: 22.9] [added: 21.6] | | % | | | | [added: (0.9) pts] | | | | | | [added: (1.3) pts] | | |

| Other deductions, net | | | $ | [removed: 325] [added: 532] | | | | | [removed: 532] [added: 318] | | | | | | [removed: 318] [added: 601] | | | | | | | | | | | | | | |

| *Amortization of intangibles* | | | *$* | [removed: *238*] [added: *239*] | | | | | [removed: *239*] [added: *300*] | | | | | | [removed: 300] [added: 357] | | | | | | | | | | | | | | |

| *Restructuring costs* | | | *$* | [removed: *95*] [added: *284*] | | | | | [removed: *284*] [added: *150*] | | | | | | [removed: 150] [added: 86] | | | | | | | | | | | | | | |

| Interest expense, net | | | $ | [removed: 174] [added: 156] | | | | | [removed: 156] [added: 154] | | | | | | [removed: 154] [added: 193] | | | | | | | | | | | | | | |

| Earnings before income taxes | | | $ | [removed: 2,859] [added: 2,335] | | | | | [removed: 2,335] [added: 2,912] | | | | | | [removed: 2,912] [added: 4,085] | | | | | | [removed: (18)] [added: 25] | | % | | | | [removed: 25] [added: 40] | | % |

| *Percent of sales* | | | [removed: *15.6*] [added: *13.9*] | | *%* | | | | [removed: *13.9*] [added: *16.0*] | | *%* | | | | [removed: 16.0] [added: 20.8] | | % | | | | [added: 2.1 pts] | | | | | | [added: 4.8 pts] | | |

| Net earnings common stockholders | | | $ | [removed: 2,306] [added: 1,965] | | | | | [removed: 1,965] [added: 2,303] | | | | | | [removed: 2,303] [added: 3,231] | | | | | | [removed: (15)] [added: 17] | | % | | | | [removed: 17] [added: 40] | | % |

| *Percent of sales* | | | [removed: *12.6*] [added: *11.7*] | | *%* | | | | [removed: *11.7*] [added: *12.6*] | | *%* | | | | [removed: 12.6] [added: 16.5] | | % | | | | [added: 0.9 pts] | | | | | | [added: 3.9 pts] | | |

| Diluted EPS | | | $ | [removed: 3.71] [added: 3.24] | | | | | [removed: 3.24] [added: 3.82] | | | | | | [removed: 3.82] [added: 5.41] | | | | | | [removed: (13)] [added: 18] | | % | | | | [removed: 18] [added: 42] | | % |

| Return on common stockholders' equity | | | [removed: 26.8] [added: 23.6] | | % | | | | [removed: 23.6] [added: 25.2] | | % | | | | [removed: 25.2] [added: 31.9] | | % | | | | [added: 1.6 pts] | | | | | | [added: 6.7 pts] | | |

| Return on total capital | | | [removed: 19.5] [added: 16.8] | | % | | | | [removed: 16.8] [added: 18.1] | | % | | | | [removed: 18.1] [added: 20.4] | | % | | | | [added: 1.3 pts] | | | | | | [added: 2.3 pts] | | |

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

Net earnings common stockholders were [removed: $2,303] [added: $3,231] in [removed: 2021,] [added: 2022,] up [removed: 17] [added: 40] percent compared with prior year earnings of [removed: $1,965,] [added: $2,303,] and diluted earnings per share were [removed: $3.82,] [added: $5.41,] up [removed: 18] [added: 42] percent versus [removed: $3.24] [added: $3.82] per share in [removed: 2020, reflecting strong operating results.][added: 2021.]

[removed: The Company generated operating] [added: Operating] cash flow of $3.6 billion in [removed: 2021, an increase of $492, or] [added: 2021 increased] 16 [removed: percent,] [added: percent compared to $3.1 billion in 2020,] due to higher earnings.

Sales increased [removed: $455] [added: $466] in Automation [removed: Solutions] [added: Solutions, $337 in AspenTech] and [removed: $1,010] [added: $580] in Commercial & Residential Solutions.

The [removed: OSI] [added: AspenTech] acquisition added [removed: 1 percent and] [added: 2 percent,] foreign currency translation [removed: added 3] [added: deducted 2 percent and the Therm-O-Disc divestiture deducted 1] percent.

Underlying sales [removed: decreased 11] [added: increased 14] percent in the U.S. and [removed: 5] [added: 6] percent internationally.

Emerson is a global business with international sales representing [removed: 57] [added: 54] percent of total sales in [removed: 2021,] [added: 2022,] including U.S. exports.

International destination sales, including U.S. exports, [removed: decreased 6] [added: increased 2] percent, to [removed: $9.4] [added: $10.6] billion in [removed: 2020,] [added: 2022,] reflecting [removed: decreases in both] the [removed: Automation Solutions] [added: impact of the Heritage AspenTech acquisition] and [added: an increase in the] Commercial & Residential Solutions [removed: businesses.][added: business.]

Underlying international destination sales were [removed: down 5] [added: up 6] percent, as foreign currency translation had a [removed: 1] [added: 5] percent unfavorable impact on the [removed: comparison.][added: comparison, the AspenTech acquisition added 2 percent and the Therm-O-Disc divestiture subtracted 1 percent.]

Underlying sales [removed: decreased 4] [added: increased 2] percent in Europe, [removed: 4] [added: 5] percent in Asia, Middle East & Africa (China [removed: down 5 percent),] [added: up] 7 [added: percent), 19] percent in Latin America and [removed: 11] [added: 15] percent in Canada.

Origin sales by international subsidiaries, including shipments to the U.S., totaled [removed: $8.5] [added: $9.2] billion in [removed: 2020,] [added: 2022,] down [removed: 5] [added: 1] percent compared with [removed: 2019.][added: 2021.]

On [removed: October 11, 2021,] [added: May 16, 2022,] the Company [removed: announced that it entered into a] [added: completed the transactions contemplated by its] definitive agreement with Aspen Technology, Inc. [removed: ("AspenTech")] [added: ("Heritage AspenTech")] to [removed: combine] [added: contribute] two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. [removed: ("OSI")] and the [removed: geological simulation software business,] [added: Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”),] along with [removed: a contribution of] [added: approximately] $6.0 billion in cash to [added: Heritage] AspenTech [removed: shareholders,] [added: stockholders,] to create [removed: "new] [added: "New] AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and [removed: technologies.][added: technologies (hereinafter referred to as "AspenTech").]

The transaction is expected to close in the [removed: second calendar quarter] [added: first half] of [removed: 2022 and is] [added: calendar year 2023,] subject to [removed: approval by AspenTech shareholders,] regulatory approvals and [removed: other] customary closing conditions.

On October 1, 2020, the Company completed the acquisition of [removed: OSI,] [added: Open Systems International, Inc. (OSI),] a leading operations technology software provider in the global power industry, for approximately $1.6 billion, net of cash acquired.

EBIT (defined as earnings

Adjusted EBITA and adjusted segment EBITA (defined as earnings excluding interest expense, net, income taxes, intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction fees, and certain gains, losses or impairments) and adjusted EBITA margin and adjusted segment EBITA margin (defined as adjusted EBITA divided by net sales) are measures used by management to evaluate the Company's operational performance, as they exclude the impact of acquisition-related investments and non-operational items.

The Company acquired a controlling interest in Aspen Technology, Inc. during fiscal 2022, and management has excluded this business from its assessment of internal control over financial reporting as of September 30, 2022.

Total assets and revenues of this business excluded from the assessment represented approximately 36 percent and 2 percent, respectively, of the Company's related consolidated financial statement amounts as of and for the year ended September 30, 2022.

| Gain on subordinated interest | | | $ | — | | | | | — | | | | | | (453) | | | | | | | | | | | | | | |

| Gain on sale of business | | | $ | — | | | | | — | | | | | | (486) | | | | | | | | | | | | | | |

Overall, sales for 2022 were $19.6 billion, up 8 percent compared with the prior year, reflecting strong growth across both platforms and favorable results across all geographies despite headwinds due to the impact of lockdowns in China and supply chain and logistics constraints.

Adjusted diluted earnings per share were $5.25 compared with $4.51 in the prior year, reflecting strong operating results and a $0.12 benefit related to the AspenTech acquisition.

The Company generated operating cash flow of $2.9 billion in 2022, a decrease of $653, or 18 percent, reflecting higher working capital due to increased sales and continued supply chain constraints.

Adjusted diluted earnings per share excludes intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction and AspenTech pre-closing costs, and certain gains, losses or impairments.

| Amortization of intangibles | | | | | | 0.32 | | | | | | 0.41 | | | | | | 0.48 | | |

| Gain on subordinated interest | | | | | | — | | | | | | — | | | | | | (0.60) | | |

| Gain on sale of business | | | | | | — | | | | | | — | | | | | | (0.72) | | |

| Russia business exit | | | | | | — | | | | | | — | | | | | | 0.32 | | |

| Acquisition/divestiture costs and pre-acquisition interest on AspenTech debt | | | | | | — | | | | | | — | | | | | | 0.19 | | |

| AspenTech Micromine purchase price hedge | | | | | | — | | | | | | — | | | | | | 0.04 | | |

| Investment-related gains | | | | | | — | | | | | | (0.03) | | | | | | (0.02) | | |

| | | | | | | 2021 | | | | | | 2022 | | |

| Operations | | | | | | 0.68 | | | | | | 0.56 | | |

| AspenTech acquisition | | | | | | — | | | | | | 0.12 | | |

| Gains on sales of investments - current year | | | | | | 0.07 | | | | | | — | | |

| Gains on sales of capital assets - current year | | | | | | — | | | | | | 0.02 | | |

| Higher effective tax rate | | | | | | (0.02) | | | | | | (0.05) | | |

| Share repurchases/other | | | | | | 0.02 | | | | | | 0.02 | | |

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

Net sales for 2022 were $19.6 billion, an increase of $1.4 billion, or 8 percent compared with 2021.

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, increased 9 percent on 4 percent higher volume and 5 percent higher price.

Sales increased $266 in Automation Solutions.

$188 in AspenTech and $1,010 in Commercial & Residential Solutions.

U.S. exports of $1.5 billion were up 33 percent compared with 2021, including an increase of approximately $200 due to the Heritage AspenTech acquisition.

Portfolio management is an integral component of Emerson's growth and value creation strategy.

Over the past 18 months, Emerson has taken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of non-core businesses.

These actions were undertaken to create a higher growth and cohesive industrial technology portfolio as a global automation leader serving a diversified set of end markets with differentiated capabilities in intelligent devices and software.

The Company’s recent portfolio actions include the following transactions.

On October 31, 2022, the Company announced an agreement to sell a majority stake in its Climate Technologies business (which constitutes the Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in fiscal 2022) to private equity funds managed by Blackstone ("Blackstone") in a transaction valued at $14.0 billion.

Emerson will receive upfront, pre-tax cash proceeds of approximately $9.5 billion and a note of $2.25 billion at close (which will accrue 5 percent interest payable in kind by capitalizing interest), while retaining a 45 percent non-controlling common equity ownership interest in a new standalone joint venture between Emerson and Blackstone.

The Climate Technologies business, which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVAC and refrigeration end-markets, had fiscal 2022 net sales of approximately $5.0 billion and pretax earnings of $1.0 billion.

The Company expects to recognize a pretax gain of approximately $10 billion (approximately $8 billion after-tax) in fiscal 2023 upon the completion of the transaction.

On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion.

This business had net sales of $630 and pretax earnings of $152 in fiscal 2022 and is reported in the Tools & Home Products segment.

prospects for the future.

The design of this system recognizes that errors or irregularities may occur and that estimates and judgments are required to assess the relative cost and expected benefits of the controls.

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.

Further, the Company's restructuring and cost reset actions that began in the third quarter of fiscal 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.

Net sales for 2020 were $16.8 billion, a decrease of $1.6 billion, or 9 percent compared with 2019, as the global outbreak and 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 year.

Sales decreased $1,047 in Automation Solutions and

$526 in Commercial & Residential Solutions.

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

U.S. exports of $1.0 billion were down 10 percent compared with 2019.

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.

See Item 1A - "Risk Factors" for additional information.

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.

Cost of sales for 2020 were $9,776, a decrease of $781 compared with $10,557 in 2019, primarily due to lower volume.

Gross profit was $7,009 in 2020 compared to $7,815 in 2019, while gross margin decreased 0.7 percentage points to 41.8 percent, reflecting deleverage on lower sales volume and unfavorable mix within Automation Solutions, partially offset by favorable price-cost.

SG&A expenses of $3,986 in 2020 decreased $471 compared with 2019 and SG&A as a percent of sales decreased 0.4 percentage points to 23.8 percent.

Savings of approximately $220 from the Company's restructuring and cost reset actions that began in the third quarter of fiscal 2019 offset deleverage on lower sales volume.

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.

Other deductions, net were $532 in 2020, an increase of $207 compared with 2019.

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

The decreases in 2021 and 2020 reflect the maturity of long-term debt with relatively higher interest rates, partially offset by lower interest income.

Pretax earnings of $2,335 decreased $524 in 2020, down 18 percent compared with 2019.

Costs reported at Corporate decreased $35, as an increase in unallocated pension and postretirement costs of $55 was more than offset by a decline in all other corporate costs of $90.

The 2020 rate also included the impact of a research and development tax credit study, while 2019 included a $13 discrete tax benefit due to the issuance of final regulations related to the one-time tax on deemed repatriation.

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.

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.

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

| Operations | | | | | | (0.27) | | | | | | 0.59 | | |

| Interest expense | | | | | | 0.02 | | | | | | — | | |

| Income tax rate | | | | | | 0.08 | | | | | | (0.02) | | |

| Share repurchases | | | | | | 0.07 | | | | | | 0.03 | | |

Returns in 2021 reflected higher net earnings, while lower net earnings negatively impacted returns in 2020.

In fiscal 2021, the Company reclassified certain software product sales that were previously reported in Measurement and Analytical Instrumentation to Systems & Software (previously described as Process Control Systems & Solutions).

| Sales | | | $ | 12,202 | | | | | 11,155 | | | | | | 11,610 | | | | | | (9) | | % | | | | 4 | | % |

| Earnings | | | $ | 1,947 | | | | | 1,523 | | | | | | 1,948 | | | | | | (22) | | % | | | | 28 | | % |

| Margin | | | 16.0 | | % | | | | 13.6 | | % | | | | 16.8 | | % | | | | | | | | | | | | |

| Systems & Software | | | 2,561 | | | | | | 2,446 | | | | | | 2,790 | | | | | | (4) | | % | | | | 14 | | % |

| Total | | | $ | 12,202 | | | | | 11,155 | | | | | | 11,610 | | | | | | (9) | | % | | | | 4 | | % |

Systems & Software increased $344, or 14 percent, reflecting the impact of the OSI acquisition which added $191.

Sales by geographic destination in [removed: 2021] [added: 2022] were: the Americas, [removed: 53 percent; Europe, 18] [added: 56] percent; [removed: and] Asia, Middle East & Africa, [removed: 29] [added: 28] percent (China, 12 [removed: percent).][added: percent); and Europe, 16 percent.]

[removed: The] [added: For fiscal year 2022, the] Company [removed: reports three] [added: reported four] segments: Automation Solutions; [added: AspenTech;] and Climate Technologies and Tools & Home [removed: Products,] [added: Products,] which together comprise the Commercial & Residential Solutions business.

- Automation Solutions - enables process, hybrid and discrete manufacturers to maximize production, protect personnel and the environment, and optimize their energy efficiency and operating costs through a broad [removed: offering of products and integrated solutions, including measurement and analytical instrumentation, industrial valves and equipment, and process control software and systems.]

- Commercial & Residential Solutions - provides products and solutions that promote energy 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 [added: that promote safety] and [removed: appliance solutions.][added: productivity.]

The Company sells products and solutions that support customers in a variety of [removed: different] end markets.

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

The Company also has processes undertaken by management with oversight from the Board of Directors to specifically focus on risks in areas such as cybersecurity, compliance, [added: legal,] environmental, financial and reputational, among others.

[removed: Acquisitions are] [added: Portfolio management is] an integral component of Emerson's growth and value creation strategy.

[added: -] On [removed: October 11, 2021,] [added: May 16, 2022,] the Company [removed: announced that it entered into a definitive agreement with Aspen Technology, Inc. ("AspenTech") to combine] [added: completed the combination of] two of [removed: Emerson's] [added: its] stand-alone industrial software businesses, Open Systems International, Inc. [removed: ("OSI")] and the [removed: geological simulation software business, along] [added: Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”)] with [removed: a contribution of $6.0 billion in cash to AspenTech shareholders,] [added: Aspen Technology, Inc. (“Heritage AspenTech”)] to create [removed: "new AspenTech",] [added: “New AspenTech”,] a diversified, high-performance industrial software leader with greater scale, capabilities and [removed: technologies.][added: technologies (hereinafter referred to as "AspenTech").]

[removed: Information with respect to] [added: Further information regarding] acquisition and divestiture activity is set forth in Note 4.

[removed: These references and all other] [added: All] Note references in this document refer to Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K, which notes are hereby incorporated by reference.

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

Sales by geographic destination in [removed: 2021] [added: 2022] for Automation Solutions were: the Americas, [removed: 44 percent; Europe, 21] [added: 47] percent; [removed: and] Asia, Middle East & Africa, 35 percent (China, [removed: 14 percent).][added: 15 percent); and Europe, 18 percent.]

The Company’s measurement products are often used in custody transfer applications, such as the transfer of gasoline from a storage tank to a tanker truck, where precise metering of the amount of fluid transferred [removed: helps ensure accurate asset management.]

Software capabilities also include life sciences operations management, upstream oil and gas reservoir simulation and [removed: production optimization modeling, pipeline and terminal management, operations management simulation, and training systems.]

Sales by geographic destination in [removed: 2021] [added: 2022] for Commercial & Residential Solutions were: the Americas, [removed: 68 percent; Europe, 13] [added: 71] percent; [removed: and] Asia, Middle East & Africa, [removed: 19] [added: 17] percent (China, [removed: 9 percent).][added: 7 percent); and Europe, 12 percent.]

The Climate Technologies [removed: segment] [added: segment, as reported for fiscal 2022,] provides products and services for many areas of the climate control industry, including residential heating and cooling, commercial air conditioning, commercial and industrial refrigeration, and cold chain management.

Sales by geographic destination in [removed: 2021] [added: 2022] for Climate Technologies were: the Americas, [removed: 64 percent; Europe, 12] [added: 67] percent; [removed: and] Asia, Middle East & Africa, [removed: 24] [added: 22] percent (China, [removed: 12 percent).][added: 9 percent); and Europe, 11 percent.]

These products include reciprocating and scroll compressors, including ultra-efficient residential scroll compressors with two stages of cooling capacity, as well as variable speed scroll compressors; system protector and flow control devices; standard, programmable and Wi-Fi thermostats; monitoring equipment and electronic controls for gas and electric heating systems; gas valves for furnaces and water heaters; [added: and] ignition systems for [removed: furnaces; sensors and thermistors for home appliances; and temperature sensors and controls.][added: furnaces.]

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, [removed: Fusite,] Lumity, ProAct, Sensi, [removed: Therm-O-Disc,] Vilter and White-Rodgers.

The Company’s Tools & Home Products segment offers tools for professionals and homeowners [added: that promote safety] and [removed: appliance solutions.][added: productivity.]

Sales by geographic destination in [removed: 2021] [added: 2022] for this segment were: the Americas, [removed: 78 percent; Europe, 16] [added: 80] percent; [removed: and] Asia, Middle East & Africa, [removed: 6] [added: 5 percent; and Europe, 15] percent.

Service/trademarks and trade names within (but not exclusive to) the Tools & Home Products segment include Emerson, Emerson Professional Tools, [removed: Badger,] Greenlee, [removed: Grind2Energy, InSinkErator,] Klauke, ProTeam and RIDGID.

[removed: The] [added: In fiscal 2022, the] Company [removed: also navigated] [added: continued to navigate] supply chain disruptions and experienced higher freight costs.

New patent applications are continuously filed to protect the Company’s ongoing research and development [removed: activities.][added: activities and the Company periodically reviews the continued utility of patent assets.]

The Company’s estimated consolidated order backlog was [removed: $6.5] [added: $8.1] billion and [removed: $5.3] [added: $6.5] billion at September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Approximately [removed: 85] [added: 80] percent of the Company’s consolidated backlog is expected to be recognized as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter.

Backlog by business at September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] follows (dollars in millions):

| Commercial & Residential Solutions | | | [removed: 624] [added: 1,107] | | | | | | [removed: 1,107] [added: 1,204] | | |

| Total Backlog | | | $ | [removed: 5,313] [added: 6,533] | | | | | [removed: 6,533] [added: 8,053] | | |

Our manufacturing locations generate waste, of which treatment, storage, transportation and disposal are subject to U.S. federal, state, foreign and/or local laws and regulations relating to protection of the [removed: environment.]

We believe the Company’s success depends on its ability to attract, develop and retain key personnel, and [added: in 2021,] we hired our first Chief People Officer, Elizabeth Adefioye, to help ensure the Company remains focused on this goal.

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

[removed: Safety efforts are led by the] [added: The] Corporate Safety Council [removed: and] [added: oversees our safety efforts,] supported by health and safety committees [added: and leaders] that operate at the local site level.

The Company is committed to efforts to [removed: increase diversity] [added: elevate the representation of women] and [added: U.S. minorities and] foster an inclusive work environment that supports our large global workforce and helps us innovate for our customers.

We also have taken actions to enhance diversity, including [added: setting diversity targets for interview slates and] recruiting at venues representing women, [removed: minorities and] [added: minorities,] U.S. military [removed: veterans.][added: veterans, and LGBTQ+ talent.]

The Company and its subsidiaries had approximately [removed: 86,700] [added: 85,500] employees at September 30, [removed: 2021.][added: 2022.]

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

[removed: And in early] [added: In] 2021, we [removed: named] [added: appointed] Mike Train as [removed: our first] Chief Sustainability Officer.

Emerson’s environmental sustainability initiatives and strategy are discussed further in our [removed: 2020] [added: 2021] 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.

Over the past 18 months, Emerson has taken significant actions to accelerate the transformation of its portfolio through the completion of strategic acquisitions and divestitures of non-core businesses.

These actions were undertaken to create a higher growth and cohesive industrial technology portfolio as a global automation leader serving a diversified set of end markets with differentiated capabilities in intelligent devices and software.

The Company’s recent portfolio actions include the following transactions.

- On October 31, 2022, the Company announced an agreement to sell a majority stake in its Climate Technologies business (which constitutes the Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in fiscal 2022) to private equity funds managed by Blackstone ("Blackstone") in a transaction valued at $14.0 billion.

Emerson will receive upfront, pre-tax cash proceeds of approximately $9.5 billion and a note of $2.25 billion at close, while retaining a 45 percent non-controlling common equity ownership interest in a new standalone joint venture between Emerson and Blackstone.

The Climate Technologies business, which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVAC and refrigeration end-markets, had fiscal 2022 net sales of approximately $5.0 billion.

The transaction is expected to close in the first half of calendar year 2023, subject to regulatory approvals and customary closing conditions.

Please refer to our Current Report on Form 8-K, dated October 31, 2022, for additional information.

- On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $3.0 billion.

This business had fiscal 2022 net sales of $630 million and is reported in the Tools & Home Products segment.

The Company contributed the Emerson Industrial Software Business and $6.0 billion in cash to Heritage AspenTech stockholders and upon closing of the transaction owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis).

On a pro forma basis, AspenTech had fiscal 2022 net sales of $1.1 billion.

- On July 27, 2022, AspenTech entered into an agreement to acquire Micromine, a global leader in design and operational solutions for the mining industry, for AU $900 (approximately $623 USD based on exchange rates when the transaction was announced).

The transaction is expected to close by the end of calendar 2022, subject to various regulatory approvals.

- On May 31, 2022, the Company completed the divestiture of its Therm-O-Disc sensing and protection technologies business, which was reported in the Climate Technologies segment, to an affiliate of One Rock Capital Partners, LLC.

offering of products and integrated solutions, including measurement and analytical instrumentation, industrial valves and equipment, and process control software and systems.

- AspenTech - provides asset optimization software that enables industrial manufacturers to design, operate, and maintain their operations for maximum performance, creating value through improved operational efficiency and productivity, reduced downtime and safety risks, and minimizing energy consumption and emissions.

helps ensure accurate asset management.

production optimization modeling, pipeline and terminal management, operations management simulation, and training systems.

ASPENTECH

AspenTech is a global leader in asset optimization software that enables industrial manufacturers to design, operate, and maintain their operations for maximum performance.

AspenTech combines decades of modeling, simulation, and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets.

The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions.

Sales by geographic destination in 2022 for AspenTech were: the Americas, 55 percent; Asia, Middle East & Africa, 21 percent (China, 3 percent); and Europe, 24 percent.

Heritage AspenTech

Heritage AspenTech combines decades of modeling and operations expertise with big data, artificial intelligence, and advanced analytics.

Heritage AspenTech’s unique asset lifecycle approach and market-leading solutions help customers achieve new levels of efficiency, accelerate innovation and reduce emissions and waste, without compromising safety.

Heritage AspenTech develops software applications to design and optimize industrial operations across three principal business areas: engineering, manufacturing and supply chain, and asset performance management.

Customers use the solutions to help advance sustainability technology pathways in improving resource efficiencies, such as energy, water or feedstock; supporting energy transition and decarbonization initiatives, including integrating renewable and alternative energy sources, such as biofuels; innovating new approaches for the hydrogen economy and carbon capture; and, enabling recycling efficiencies for waste reduction throughout operations with advanced simulation and scale-up solutions.

OSI Business (Digital Grid Management)

The OSI business offers operational technology (OT) solutions that enable electric, gas, and water utilities and asset operators to manage and optimize the digital grid, incorporating all types of generation, industrial cogeneration, transmission, distribution, and microgrids.

The OSI business’ energy management solution (EMS) monitors, controls, and optimizes the increasingly interconnected transmission networks and generation fleets to manage grid stability and ensure security and regulatory compliance.

Its advanced distribution management solution (ADMS), distributed energy resource management solution (DERMS) and Outage Management offerings provide system resiliency, efficiency, and safety by monitoring, controlling and modeling the distribution network as utilities seek to increase reliability, predict and react to increasingly dynamic supply and demand patterns, resolve outages faster and in a more automated manner, and manage field service digitally.

The Company acquired this business on October 1, 2020.

SSE Business Subsurface Science & Engineering

The SSE business provides geoscience and modeling software for optimization across subsurface engineering and operations.

SSE software empowers decision makers to reduce uncertainty, improve confidence, minimize risk, and support responsible asset management.

Used extensively by the global energy industry, SSE solutions also have applications that extend into geothermal energy and carbon capture and storage.

The SSE business provides end-to-end workflows from seismic analysis and interpretation to reservoir and production simulation and from asset appraisal to operational planning and execution, to optimize production and utilization and minimize energy use, water use, and fugitive emissions.

SSE software is also employed to screen and assess oil and saline aquifer reservoirs for CO2 sequestration and to monitor CO2 storage.

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.

In 2020, the Company acquired 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).

On October 1, 2020, the Company completed the acquisition of Open Systems International, Inc., 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.

On January 31, 2019, the Company completed the acquisition of Machine Automation Solutions (General Electric's former Intelligent Platforms business).

This business offers programmable logic controller technologies that expand the Company's capabilities in machine control and discrete applications, as well as for process and hybrid markets.

The Company also completed several acquisitions of software providers, including Zedi, which offers a cloud-based supervisory control and data acquisition platform that helps oil and gas producers optimize and manage their operations.

Appliance Solutions

The Company provides a number of appliance solutions, including residential and commercial food waste disposers, instant hot water dispensers and compact electric water heaters.

Appliance solutions are sold through direct sales force networks, distributors and online retailers.

Approximately one-fourth of this segment's sales are made to a small number of big-box retail outlets.

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

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

| Automation Solutions | | | $ | 4,689 | | | | | 5,426 | | |

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

Leadership development programs include intensive

Approximately 45,000 employees were surveyed during the three years ended September 30, 2021.

The COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy.

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 our workforce so they can more safely and effectively perform their work.

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

Our efforts are guided by our Chief Executive Officer and Diversity Council, which is comprised of 14 senior-level executives.

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.

[removed: The] [added: Given the uncertainties of litigation, a remote possibility exists that litigation could have a material adverse impact on the Company; however, the] Company believes a material adverse impact of any pending litigation is unlikely.

Nevertheless, given the uncertainties of litigation, a remote possibility exists that litigation could have a material adverse impact on the Company.

For the fiscal year ended September 30, [removed: 2021][added: 2022]

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

Common stock outstanding at October 31, [removed: 2021: 594.9] [added: 2022: 591.4] million shares.

Portions of Emerson Electric Co. Notice of [removed: 2022] [added: 2023] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.

March 31, 2022: $58.1 billion.

March 31, 2021: $53.7 billion.

At September 30, [removed: 2021,] [added: 2022,] the Company had approximately [removed: 170] [added: 160] manufacturing locations worldwide, of which approximately [removed: 60] [added: 50] were located in the United States and 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: 120;] [added: 120] and Commercial & Residential Solutions, [removed: 50,] [added: 40,] including [removed: 40] [added: 30] in the Climate Technologies segment and 10 in the Tools & Home Products segment.

The following sets forth certain information as of November [removed: 15, 2021,] [added: 14, 2022,] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 1, 2022:][added: 7, 2023:]

| S. L. Karsanbhai | | | [added: President and] Chief Executive Officer [removed: and President] | | | [removed: 52] [added: 53] | | | 2002 | | |

| F. J. Dellaquila | | | Senior Executive Vice President and Chief Financial Officer | | | [removed: 64] [added: 65] | | | 1991 | | |

| R. R. Krishnan | | | Executive Vice President and Chief Operating Officer | | | [removed: 50] [added: 51] | | | 2005 | | |

| M. J. Bulanda | | | Executive President - Automation Solutions | | | [removed: 55] [added: 56] | | | 2002 | | |

| J. P. Froedge | | | Executive President - Commercial & Residential Solutions | | | [removed: 46] [added: 47] | | | 2013 | | |

| S. Y. Bosco | | | Senior Vice President, Secretary and General Counsel | | | [removed: 63] [added: 64] | | | 2005 | | |

| K. Button Bell | | | Senior Vice President and Chief Marketing Officer | | | [removed: 63] [added: 64] | | | 1999 | | |

| L. A. Flavin | | | Senior Vice President and Chief Compliance Officer | | | [removed: 56] [added: 57] | | | 2001 | | |

| M. H. Train | | | Senior Vice President and Chief Sustainability Officer | | | [removed: 59] [added: 60] | | | 1994 | | |

| E. M. Adefioye | | | [added: Senior Vice President and] Chief People Officer | | | [removed: 53] [added: 54] | | | 2021 | | |

| M. J. Baughman | | | Vice President, Controller and Chief Accounting Officer | | | [removed: 56] [added: 57] | | | 2018 | | |

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

Adefioye was appointed [added: Senior Vice President in February 2022 and] Chief People Officer in August 2021.

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.

There were approximately [removed: 16,400] [added: 15,900] stockholders of record at September 30, [removed: 2021.][added: 2022.]

In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately [removed: 60] [added: 55] million shares remain available.

| July 2022 | | | | | | | | | 884 | | | | | | | | | | | | $79.33 | | | | | | | | | | | | 884 | | | | | | | | | 54,540 | | |

| August 2022 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 54,540 | | |

| September 2022 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 54,540 | | |

| Total | | | | | | | | | 884 | | | | | | | | | | | | $79.33 | | | | | | | | | | | | 884 | | | | | | | | | 54,540 | | |

In November 2015, the Board of Directors authorized the purchase of up to 70 million shares, and during fiscal 2022, the remaining shares available under this authorization were purchased.

| 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 | | |

In November 2015, the Board of Directors authorized the purchase of up to 70 million shares.

See the Company's consolidated financial statements and accompanying notes and the report thereon of KPMG LLP [added: (PCAOB ID 185)] that follow.

| [removed: | | | 2019 | | |] [added: Performance period] | | | [added: 2018 -] 2020 | | | | | | [removed: 2021] [added: 2019 - 2021] | | |

| Net sales | | | $ | [removed: 18,372] [added: 16,785] | | | | | [removed: 16,785] [added: 18,236] | | | | | | [removed: 18,236] [added: 19,629] | | |

| Cost of sales | | | [removed: 10,557] [added: 9,776] | | | | | | [removed: 9,776] [added: 10,673] | | | | | | [removed: 10,673] [added: 11,441] | | |

| Selling, general and administrative expenses | | | [removed: 4,457] [added: 3,986] | | | | | | [removed: 3,986] [added: 4,179] | | | | | | [removed: 4,179] [added: 4,248] | | |

| Other deductions, net | | | [removed: 325] [added: 532] | | | | | | [removed: 532] [added: 318] | | | | | | [removed: 318] [added: 601] | | |

| Interest expense, net of interest income of: [removed: 2019, $27;] 2020, $19; 2021, [removed: $12] [added: $12; 2022, $35] | | | [removed: 174] [added: 156] | | | | | | [removed: 156] [added: 154] | | | | | | [removed: 154] [added: 193] | | |

| Earnings before income taxes | | | [removed: 2,859] [added: 2,335] | | | | | | [removed: 2,335] [added: 2,912] | | | | | | [removed: 2,912] [added: 4,085] | | |

| Income taxes | | | [removed: 531] [added: 345] | | | | | | [removed: 345] [added: 585] | | | | | | [removed: 585] [added: 855] | | |

| Net earnings | | | [removed: 2,328] [added: 1,990] | | | | | | [removed: 1,990] [added: 2,327] | | | | | | [removed: 2,327] [added: 3,230] | | |

| Less: Noncontrolling interests in earnings of subsidiaries | | | [removed: 22] [added: 25] | | | | | | [removed: 25] [added: 24] | | | | | | [removed: 24] [added: (1)] | | |

| Net earnings common stockholders | | | $ | [removed: 2,306] [added: 1,965] | | | | | [removed: 1,965] [added: 2,303] | | | | | | [removed: 2,303] [added: 3,231] | | |

| Basic | | | $ | [removed: 3.74] [added: 3.26] | | | | | [removed: 3.26] [added: 3.85] | | | | | | [removed: 3.85] [added: 5.44] | | |

| Diluted | | | $ | [removed: 3.71] [added: 3.24] | | | | | [removed: 3.24] [added: 3.82] | | | | | | [removed: 3.82] [added: 5.41] | | |

| Basic | | | [removed: 616.2] [added: 602.9] | | | | | | [removed: 602.9] [added: 598.1] | | | | | | [removed: 598.1] [added: 592.9] | | |

| Diluted | | | [removed: 620.6] [added: 606.6] | | | | | | [removed: 606.6] [added: 601.8] | | | | | | [removed: 601.8] [added: 596.3] | | |

| | | | [removed: | | | 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Net earnings | | | | | | $ | [removed: 2,328] [added: 1,990] | | | | | [removed: 1,990] [added: 2,327] | | | | | | [removed: 2,327] [added: 3,230] | | |

| Foreign currency translation | | | | | | [removed: (194)] [added: 85] | | | | | | [removed: 85] [added: 81] | | | | | | [removed: 81] [added: (644)] | | |

| Pension and postretirement | | | | | | [removed: (508)] [added: 64] | | | | | | [removed: 64] [added: 605] | | | | | | [removed: 605] [added: 37] | | |

| Cash flow hedges | | | | | | [removed: (5)] [added: (2)] | | | | | | [removed: (2)] [added: 18] | | | | | | [removed: 18] [added: (14)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: (707)] [added: 147] | | | | | | [removed: 147] [added: 704] | | | | | | [removed: 704] [added: (621)] | | |

| Comprehensive income | | | | | | [removed: 1,621] [added: 2,137] | | | | | | [removed: 2,137] [added: 3,031] | | | | | | [removed: 3,031] [added: 2,609] | | |

| Less: Noncontrolling interests in comprehensive income of subsidiaries | | | | | | [removed: 22] [added: 27] | | | | | | [removed: 27] [added: 23] | | | | | | [removed: 23] [added: (9)] | | |

| Comprehensive income common stockholders | | | | | | $ | [removed: 1,599] [added: 2,110] | | | | | [removed: 2,110] [added: 3,008] | | | | | | [removed: 3,008] [added: 2,618] | | |

| | | | [added: | | |] 2020 | | | | | | [removed: 2021] [added: 2021] | | | [added: | | | 2022 | | |]

| [removed: Cash] [added: Beginning cash] and equivalents | | | [removed: $] [added: 1,494] | [added: | | | | |] 3,315 | | | | | [added: |] 2,354 | | |

| Receivables, less allowances of [removed: $138 in 2020 and] $116 in 2021 [added: and $108 in 2022] | | | [removed: 2,802] [added: 2,971] | | | | | | [removed: 2,971] [added: 3,008] | | |

| Inventories | | | [removed: 1,928] [added: 2,050] | | | | | | [removed: 2,050] [added: 2,191] | | |

| Other current assets | | | [removed: 761] [added: 1,057] | | | | | | [removed: 1,057] [added: 1,503] | | |

| Total current assets | | | [removed: 8,806] [added: 8,432] | | | | | | [removed: 8,432] [added: 8,506] | | |

| Property, plant and equipment, net | | | [removed: 3,688] [added: 3,738] | | | | | | [removed: 3,738] [added: 3,361] | | |

| Goodwill | | | [removed: 6,734] [added: 7,723] | | | | | | [removed: 7,723] [added: 14,662] | | |

| Other intangible assets | | | [removed: 2,468] [added: 2,877] | | | | | | [removed: 2,877] [added: 6,724] | | |

| Other | | | [removed: 1,186] [added: 1,945] | | | | | | [removed: 1,945] [added: 2,419] | | |

| Total other assets | | | [removed: 10,388] [added: 12,545] | | | | | | [removed: 12,545] [added: 23,805] | | |

| Total assets | | | $ | [removed: 22,882] [added: 24,715] | | | | | [removed: 24,715] [added: 35,672] | | |

| Short-term borrowings and current maturities of long-term debt | | | $ | [removed: 1,160] [added: 872] | | | | | [removed: 872] [added: 2,115] | | |

| Accounts payable | | | [removed: 1,715] [added: 2,108] | | | | | | [removed: 2,108] [added: 2,028] | | |

| Accrued expenses | | | [removed: 2,910] [added: 3,266] | | | | | | [removed: 3,266] [added: 3,634] | | |

| Gain on subordinated interest | | | — | | | | | | — | | | | | | (453) | | |

| Gain on sale of business | | | — | | | | | | — | | | | | | (486) | | |

| | | | 26,174 | | | | | | 27,102 | | |

| Heritage AspenTech acquisition | | | — | | | | | | — | | | | | | (550) | | |

| AspenTech Stock plans | | | — | | | | | | — | | | | | | 35 | | |

| Heritage AspenTech acquisition | | | — | | | | | | — | | | | | | 5,890 | | |

| Gain on subordinated interest | | | — | | | | | | — | | | | | | (453) | | |

| Gain on sale of business | | | — | | | | | | — | | | | | | (486) | | |

| Proceeds from subordinated interest | | | — | | | | | | — | | | | | | 438 | | |

Certain prior year amounts have been reclassified to conform with current year presentation to reflect the business combination with AspenTech (see Note 4), which is reported as a new segment and includes the historical results of Open Systems International, Inc. and the Geological Simulation Software business.

These businesses were previously reported in the Automation Solutions segment (see Note 18).

Effective October 1, 2021, the Company adopted three accounting standard updates which had an immaterial or no impact on the Company's financial statements for the year ended September 30, 2022.

- Updates to Accounting Standards Codification ("ASC") 805, *Business Combinations*, which clarify the accounting for contract assets and liabilities assumed in a business combination.

In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805.

- Updates to ASC 740, *Income Taxes*, which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income based tax.

These updates also make certain changes to intra-period tax allocation principles and interim tax calculations.

- Updates to ASC 321, *Equity Securities*, ASC 323 *Investments - Equity Method and Joint Ventures*, and ASC 815, *Derivatives and Hedging*, which clarify how to account for the transition into and out of the equity method of accounting when evaluating observable transactions.

These included:

Investments in publicly traded

| | | | | | | 2021 | | | | | | 2022 | | | | | | | | |

business.

In some circumstances,

The majority of the Company's derivatives

In addition, in fiscal 2022 AspenTech entered into foreign currency forward contracts to mitigate the impact of foreign currency exchange associated with the Micromine purchase price.

| | | | | | | 2021 | | | | | | 2022 | | |

Heritage AspenTech's remaining performance obligations primarily relate to software maintenance in long-term contracts for unspecified future software updates provided on a when-and-if available basis.

Aspen Technology

Upon closing of the transaction, Emerson beneficially owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis) and former Heritage AspenTech stockholders owned the remaining outstanding shares of AspenTech common stock.

AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”

The business combination has been accounted for using the acquisition method of accounting with Emerson considered the accounting acquirer of Heritage AspenTech.

The net assets of Heritage AspenTech were recorded at their estimated fair value and the Emerson Industrial Software Business continues at its historical basis.

The Company recorded a noncontrolling interest of $5.9 billion for the 45 percent ownership interest of former Heritage AspenTech stockholders in AspenTech.

The noncontrolling interest associated with the Heritage AspenTech acquired net assets was recorded at fair value determined using the closing market price per share of Heritage AspenTech as of May 16, 2022, while the portion attributable to the Emerson Industrial Software business was recorded at its historical carrying amount.

The impact of recognizing the noncontrolling interest in the Emerson Industrial Software Business resulted in a decrease to additional paid-in-capital of $550.

The following table summarizes the components of the purchase consideration reflected in the acquisition accounting using Heritage AspenTech's shares outstanding and closing market price per share as of May 16, 2022 (in millions except share and per share data):

| | | | | | | | | |

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

| Heritage AspenTech shares outstanding | | | | | | 66,662,482 | | |

| Heritage AspenTech share price | | | | | | $ | 166.30 | |

| Purchase price | | | | | | $ | 11,086 | |

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

| Costs and expenses: | | | | | | | | | | | | | | | | | |

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

On October 1, 2019, the Company adopted ASC 842, *Leases,* which requires rights and obligations related to lease arrangements to be recognized on the balance sheet, using the optional transition method under which prior periods were not adjusted.

The Company elected the package of practical expedients for leases that commenced prior to the adoption date, which included carrying forward the historical lease classification as operating or finance.

The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets and related lease liabilities of approximately $500 as of October 1, 2019, but did not materially impact the Company's earnings or cash flows for the year ended September 30, 2020.

The Company's financial statements for 2019 continue to be reported in accordance with the Company's historical accounting under ASC 840, *Leases*.

On October 1, 2018, the Company adopted ASC 606, *Revenue from Contracts with Customers*, which updated and consolidated revenue recognition guidance from multiple sources into a single, comprehensive standard to be applied for all contracts with customers.

The fundamental principle of the revised standard is to recognize revenue based on the transfer of goods and services to customers at the amount the Company expects to be entitled to in exchange for those goods and services.

The Company adopted the new standard using the modified retrospective approach and applied the guidance to open contracts which were not completed at the date of adoption.

The cumulative effect of adoption resulted in a $30 increase to beginning retained earnings as of October 1, 2018.

This increase primarily related to contracts where a portion of revenue for delivered goods or services was previously deferred due to contingent payment terms.

The adoption of ASC 606 did not materially impact the Company's consolidated financial statements as of and for the year ended September 30, 2019.

Cost standards are revised at the beginning of each year.

The annual effect of resetting standards plus any operating variances incurred during each period are allocated to inventories and recognized in cost of sales as product is sold.

As part of the Company's risk

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.

electric grid.

The Company recognized goodwill of $209 ($155 of which is expected to be tax deductible) and other identifiable intangible assets of $158, primarily customer relationships and intellectual property with a weighted-average useful life of approximately nine years.

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

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.

Other is composed of several items, including acquisition/divestiture costs, foreign currency transaction gains and losses, litigation, pension expense and other items.

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.

| Severance and benefits | | | $ | 62 | | | | | | | | 239 | | | | | | | | | | | | 125 | | | | | | | | | 176 | | |

| Total | | | $ | 69 | | | | | | | | 284 | | | | | | | | | | | | 172 | | | | | | | | | 181 | | |

| 2023 | | | | | | | | | | | | | | | 131 | | |

| Thereafter | | | | | | | | | | | | | | | 125 | | |

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

| Balance, September 30, 2019 | | | $ | 5,467 | | | | | 668 | | | | | | 401 | | | | | | 1,069 | | | | | | 6,536 | | |

| Acquisitions | | | 23 | | | | | | 59 | | | | | | — | | | | | | 59 | | | | | | 82 | | |

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

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

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

| Commercial paper | | | | | | 838 | | | | | | 334 | | |

| 4.25% notes due November 2020 | | | $ | 300 | | | | | — | | |

In April 2020, the Company issued $500 of 1.8% notes due October 2027, $500 of 1.95% notes due October 2030 and $500 of 2.75% notes due October 2050.

In September 2020, the Company issued $750 of 0.875% notes due October 2026.

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: 2021] [added: 2022] 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: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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: 2022] [added: 2023] annual shareholders' meeting (the [removed: "2022] [added: "2023] Proxy Statement") is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee [removed: Operations - Board] [added: Operations—Board] and Corporate [removed: Governance -] [added: Governance—] Committees of Our Board of Directors," "Board and Committee [removed: Operations - Corporate] [added: Operations—Corporate] Governance and Nominating [removed: Committee - Nomination] [added: Committee—Nomination] Process" and [removed: "-] [added: "—] Proxy Access" in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement is hereby incorporated by reference.

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: 2022] [added: 2023] 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: 2021:][added: 2022:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 8,464,000] [added: 7,866,000] | | | | | | | | | | | | [removed: $57.96] [added: $58.10] | | | | | | | | | | | | [removed: 5,229,000] [added: 3,837,000] | | | | | |

Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 2,017,000] [added: 1,692,000] shares reserved for outstanding stock option awards, (ii) [removed: 2,243,000] [added: 1,533,000] shares reserved for performance share awards granted in [removed: 2021,] [added: 2022,] (iii) [removed: 1,872,000] [added: 2,148,000] shares reserved for performance share awards granted in [removed: 2020,] [added: 2021,] (iv) [removed: 1,659,000] [added: 1,836,000] shares reserved for performance share awards granted in [removed: 2019] [added: 2020] and (v) [removed: 673,000] [added: 657,000] 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: 4,118,000] [added: 2,928,000] under the 2015 Incentive Shares Plan, (ii) [removed: 1,012,000] [added: 830,000] under the 2006 Incentive Shares Plan, and (iii) [removed: 99,000] [added: 79,000] under the Restricted Stock Plan for Non-Management Directors.

| Total | | | | | | 7,866,000 | | | | | | | | | | | | $58.10 | | | | | | | | | | | | 3,837,000 | | | | | |

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

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 [removed: Party Transactions" and "—Director Independence" in the 2022 Proxy Statement is hereby incorporated by reference.]

Party Transactions" and "—Director Independence" in the 2023 Proxy Statement is hereby incorporated by reference.

Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2022] [added: 2023] Proxy Statement is hereby incorporated by reference.

2(a) [Transaction Agreement and Plan of [removed: Merger](https://www.sec.gov/Archives/edgar/data/32604/000095010321015731/dp159638_ex0201.htm)[,] [added: Merger,] 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.

4(a) [Indenture dated as of December 10, 1998, between Emerson Electric Co. and Wells Fargo Bank, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as trustee](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt), incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit [removed: 4(b).][added: 4(b), *Form of 2.000% Notes due 2028, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.2, *Form of 2.200% Notes due 2031, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No.]

[removed: 10(a)* [Third Amendment to the] [added: 10(g)* [Amended and Restated] Emerson Electric Co. [removed: 1993] [added: Annual] Incentive [removed: Shares Plan, as restated](http://www.sec.gov/Archives/edgar/data/32604/0000032604-96-000015.txt), incorporated by reference to Emerson Electric Co. 1996 Form 10-K, File No. 1-278, Exhibit 10(g),] [added: Plan] and [removed: [Fourth Amendment thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260401500032/ex10d.htm),] [added: Form of Acceptance of Award](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10i.htm),] incorporated by reference to Emerson Electric Co. [removed: 2001] [added: 2007] Form 10-K, File No. 1-278, Exhibit [removed: 10(d).][added: 10(i).]

[removed: 10(b)*] [added: 10(a)*] [Amended and Restated Emerson Electric Co. Continuing Compensation Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10c.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(c).

[removed: 10(c)*] [added: 10(b)*] [Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10d.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(d).

[removed: 10(d)*] [added: 10(c)*] [First Amendment to the Emerson Electric Co. Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260499000014/0000032604-99-000014.txt), incorporated by reference to Emerson Electric Co. 1999 Form 10-K, File No. 1-278, Exhibit 10(h), and [Form of Change of Control Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-9.htm), incorporated by reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as of December 31, 2004).

[removed: 10(e)*] [added: 10(d)*] [Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, 2015](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10e.htm), incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(e); [Forms of Participation Award Letter, Acceptance of Award and Benefit Election Forms (applicable only with respect to benefits after January 1, 2005)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10f.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(f); and Lump Sum Distribution Election Forms.

[removed: 10(f)*] [added: 10(e)*] [Fifth Amendment to the Supplemental Executive Savings Investment Plan](http://www.sec.gov/Archives/edgar/data/32604/0000032604-99-000007.txt), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j), and [Form of Participation Agreement and Form of Annual Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004).

[removed: 10(g)*] [added: 10(f)*] 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, 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.

[removed: 10(i)* [1997] [added: 10(o)* [Emerson Electric Co. 2015] Incentive Shares [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/0000950114-96-000333.txt),] [added: Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260414000052/emersonproxystatement2015a.htm#s499493357b434e7aaeb3614bfefa2de8),] incorporated by reference to Emerson Electric Co. [removed: 1997] [added: 2015] Proxy Statement dated December [removed: 6, 1996, File No. 1-278, Exhibit A, and [First Amendment thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260401500032/ex10j.htm), incorporated by reference to Emerson Electric Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(j), [Amendment for 409A Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10j.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(j), [Form] [added: 12, 2014, Appendix B, [Forms] of Performance [removed: Share] [added: Shares] Award [removed: Certificate, Forms of] [added: Certificate and] Acceptance of Award [removed: and Change of Control Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-5.htm), incorporated by reference] [added: (used on or prior] to [removed: Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.5,] [added: November 5, 2018), Performance Shares Program Award Summary (used on or prior to November 5, 2018)] and [removed: [Form] [added: Form] of Restricted Shares Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-6.htm),] [added: Agreement (used on or prior to November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm),] incorporated by reference to Emerson Electric Co. [added: 2015] Form [removed: 8-K filed October 1, 2004,] [added: 10-K, File No. 1-278,] Exhibit [removed: 10.6.][added: 10(u), [Form of Restricted Shares](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm)]

[removed: 10(j)* [1998] [added: 10(n)* [2011] Stock Option [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/0000950114-97-000522.txt),] [added: Plan](http://www.sec.gov/Archives/edgar/data/32604/000095012310112771/c61168dfdef14a.htm),] incorporated by reference to Emerson Electric Co. [removed: 1998] [added: 2011] Proxy Statement dated December [removed: 12, 1997,] [added: 10, 2010,] File No. 1-278, Appendix [removed: A,] [added: B, 2011 [Stock Option Plan as Amended] and [removed: [Amendment No. 1 thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260400000030/0000032604-00-000030-0006.txt),] [added: Restated effective October 1, 2012](http://www.sec.gov/Archives/edgar/data/32604/000003260412000012/exhibit10rfy12.htm),] incorporated by reference to Emerson Electric Co. [removed: 2000] [added: 2012] Form 10-K, File No. 1-278, Exhibit [removed: 10(l), [Form] [added: 10(r), [Forms] of Notice of Grant of Stock [removed: Options and] [added: Options,] Option Agreement and [removed: Form of] Incentive Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-1.htm),] [added: Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm),] incorporated by reference to Emerson Electric Co. Form [removed: 8-K filed October 1, 2004,] [added: 10-Q for the quarter ended March 31, 2012, File No. 1-278,] Exhibit [removed: 10.1,] [added: 10.1] and [removed: [Form] [added: [Forms] of Notice of Grant of Stock [removed: Options and] [added: Options,] Option Agreement and [removed: Form of] Nonqualified Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-2.htm),] [added: Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm),] incorporated by reference to Emerson Electric Co. Form [removed: 8-K filed October 1, 2004,] [added: 10-Q for the quarter ended March 31, 2012, File No. 1-278,] Exhibit 10.2.

[removed: 10(k)* [2001 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880001500321/emerson.txt),] [added: 10(l)* [Emerson Electric Co. 2006 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880005000769/emerprox.txt),] incorporated by reference to Emerson Electric Co. [removed: 2002] [added: 2006] Proxy Statement dated December [removed: 12, 2001,] [added: 16, 2005, Appendix C, [Amendment for 409A Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K,] File No. 1-278, [removed: Appendix A, [Form of Notice] [added: Exhibit 10(q), [Forms] of [removed: Grant] [added: Performance Shares Award Certificate and Acceptance] of [removed: Stock Options] [added: Award (used on or prior to September 30, 2009)] and [removed: Option] [added: Restricted Shares Award] Agreement [removed: and] [added: (used on or prior to September 30, 2011)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007] Form [removed: of] [added: 10-K, File No. 1-278, Exhibit 10(q), [Amendment to Emerson Electric Co. 2006] Incentive [removed: Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-3.htm),] [added: Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408044085/v121762_ex10-1.htm),] incorporated by reference to Emerson Electric Co. Form [removed: 8-K filed October 1, 2004,] [added: 10-Q for the quarter ended June 30, 2008, File No. 1-278,] Exhibit [removed: 10.3] [added: 10.1, [Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009] (used [added: after September 30, 2009 and] on or prior to September 30, 2011), [added: File No. 1-278, Exhibit 10.2,] [Forms of [removed: Notice of Grant] [added: Performance Shares Award Certificate and Acceptance] of [removed: Stock Options, Option Agreement] [added: Award](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011),] and [removed: Incentive](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm)][added: [Form of Restricted Shares Award Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011).]

[removed: [Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm),] [added: 10(i)* [Amended and Restated Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, [removed: 2011,] [added: 2009,] File No. 1-278, Exhibit [removed: 10.1 (used after September 30, 2011),] [added: 10.1,] [Form of [removed: Notice of Grant of] [added: Restricted] Stock [removed: Options and Option Agreement and Form of Nonqualified] [added: Award Letter under the Emerson Electric Co. Restricted] Stock [removed: Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-4.htm),] [added: Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000095013805000060/exh10-2.htm),] incorporated by reference to Emerson Electric Co. Form 8-K filed [removed: October] [added: February] 1, [removed: 2004,] [added: 2005,] Exhibit [removed: 10.4 (used on or prior to September 30, 2011), [Forms of Notice of Grant] [added: 10.2, and [Form] of [added: Restricted] Stock [removed: Options, Option Agreement and Nonqualified] [added: Unit Award Letter under the Emerson Electric Co. Restricted] Stock [removed: Option Agreement,](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-2.htm)] [added: Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, [removed: 2011,] [added: 2009,] File No. 1-278, Exhibit [removed: 10.2 (used after September 30, 2011).][added: 10.1.]

[removed: 10(l)*] [added: 10(h)*] [Emerson Electric Co. Description of Split Dollar Life Insurance Program Transition](http://www.sec.gov/Archives/edgar/data/32604/000095013805000885/exh10-1.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed September 2, 2005, Exhibit 10.1.

[removed: 10(m)* [Amended and Restated Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] [added: [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, [removed: 2009, File No. 1-278,] [added: 2018,] Exhibit 10.1, [Form of Restricted Stock [added: Un](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm)[its Program Acceptance of] Award [removed: Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000095013805000060/exh10-2.htm),] [added: (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm),] incorporated by reference to Emerson Electric Co. Form [removed: 8-K filed February 1, 2005,] [added: 10-Q for the quarter ended December 31, 2018,] Exhibit [removed: 10.2,] [added: 10.2] and [Form of [removed: Restricted Stock Unit] [added: Performance Share Program Acceptance of] Award [removed: Letter under the] [added: (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm), incorporated by reference to] Emerson Electric Co. [removed: Restricted Stock Plan] [added: Form 10-Q] for [removed: Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] [added: the quarter ended December 31, 2018, Exhibit 10.3., Form of Emerson Electric Co. Performance Shares Program Award Agreement (used after November 1, 2021),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, [removed: 2009,] [added: 2021,] File No. 1-278, Exhibit [removed: 10.1.][added: 10.2]

[removed: 10(n)*] [added: 10(j)*] [Description of Non-Management Director Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10nfy17.htm), incorporated by reference to Emerson Electric Co. Form 10-K filed November 20, 2017, Exhibit 10(n).

[removed: 10(o)*] [added: 10(k)*] [Description of Named Executive Officer Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10ofy17.htm), incorporated by reference to Emerson Electric Co. Form 10-K filed November 20, 2017, Exhibit 10(o).

[removed: 10(q)] [added: 10(m)] [Credit Agreement dated as of May 23, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518176799/d588274dex101.htm), incorporated by reference to Emerson Electric [removed: Co.] [added: Co,] Form 8-K dated May 23, 2018 and filed May 29, 2018, File No. 1-278, Exhibit [added: 10.1, Suspension of Rights Agreement dated October 12, 2021 between Emerson Electric Co. and JPMorgan Chase Bank, N.A., as Agent, under the Credit Agreement dated as of May 23, 2018 (as amended or otherwise modified from time to time), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2021, File No. 1-278, Exhibit] 10.1.

[removed: 10(t)] [added: 10(p)] [Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10w.htm), incorporated by reference to Emerson Electric Co. 2016 Form 10-K, File No. 1-278, Exhibit 10(w).

[removed: 10(u)*] [added: 10(q)*] [Emerson Electric Co. Savings Investment Restoration Plan II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2018, File No. 1-278, Exhibit 10.1, [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 and [First Amendment to the Emerson Electric Co. Savings Investment Restoration Plan II](https://www.sec.gov/Archives/edgar/data/32604/000003260420000021/q2fy20exhibit101.htm), incorporated by reference to Emerson Electric Co., Form 10-Q for the quarter ended March 31, 2020, File No. 1-278, Exhibit 10.1.

[removed: 10(v)* [Letter Agreement dated as] [added: 21 [Subsidiaries] of [removed: August 12, 2020](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm), by and between] Emerson Electric [removed: Co. and Robert T.][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit21fy22.htm)]

[removed: Sharp,] [added: 1-278, Exhibit 4.3, *Form of 2.800% Notes due 2051,] incorporated by reference to [removed: the] Emerson Electric Co. Form [removed: 8-K] [added: 8-K,] filed [removed: September 4, 2020,] [added: on December 21, 2021,] File No. 1-278, Exhibit [removed: 10.1.][added: 4.4.]

23 [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit23fy21.htm)][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit23fy22.htm)]

24 [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit24fy21.htm)][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit24fy22.htm)]

31 [Certifications pursuant to Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260421000038/exhibit31fy21.htm)][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit31fy22.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/32604/000003260421000038/exhibit32fy21.htm)][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit32fy22.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: 2019, 2020] [added: 2020, 2021] and [removed: 2021,] [added: 2022,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021] [added: 2022] (iii) Consolidated Balance Sheets at September 30, [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2019, 2020] [added: 2020, 2021] and [removed: 2021,] [added: 2022,] (v) Consolidated Statements of Cash Flows for the years [added: ended September 30, 2020, 2021 and 2022, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2022.]

Portions of [removed: this exhibit] [added: these exhibits] have been redacted in compliance with Regulation S-K Item 601(b)(10).

2(b) [Amendment No. 1 to the Transaction Agreement and Plan of Merger](https://www.sec.gov/Archives/edgar/data/32604/000003260422000030/q2fy22exhibit2b.htm), dated as of March 23, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No. 1-278, Exhibit 2(b).

2(c) [Amendment No. 2 to the Transaction Agreement and Plan of Merger](https://www.sec.gov/Archives/edgar/data/32604/000003260422000030/q2fy22exhibit2c.htm), dated as of May 3, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc. and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No. 1-278, Exhibit 2(c).

2(d) [Transaction Agreement, dated as of October 30, 2022](https://www.sec.gov/Archives/edgar/data/32604/000095010322018712/dp183410_ex0201.htm), among Emerson Electric Co., BCP Emerald Aggregator L.P., Emerald Debt Merger Sub L.L.C and Emerald JV Holdings L.P, incorporated by reference to Emerson Electric Co. Form 8-K, filed on October 31, 2022, File No. 1-278, Exhibit 2.1.

* The Company entered into two global notes for each series of notes (Notes A-1 and A-2), which are identical other than with respect to the note number

10(h)* [Amended and Restated Emerson Electric Co. Annual Incentive Plan and Form of Acceptance of Award](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10i.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(i).

10(p)* [Emerson Electric Co. 2006 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880005000769/emerprox.txt), incorporated by reference to Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005, Appendix C, [Amendment for 409A Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), [Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted Shares Award Agreement (used on or prior to September 30, 2011)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), [Amendment to Emerson Electric Co. 2006 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408044085/v121762_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2008, File No. 1-278, Exhibit 10.1, [Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, [Forms of Performance Shares Award Certificate and Acceptance of Award](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011), and [Form of Restricted Shares Award Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011).

10(r)* [2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000095012310112771/c61168dfdef14a.htm), incorporated by reference to Emerson Electric Co. 2011 Proxy Statement dated December 10, 2010, File No. 1-278, Appendix B, 2011 [Stock Option Plan as Amended and Restated effective October 1, 2012](http://www.sec.gov/Archives/edgar/data/32604/000003260412000012/exhibit10rfy12.htm), incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(r), [Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.1 and [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.2.

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 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(w)* [](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521060354/d113721dex101.htm)[Letter Agreement dated as of February 23, 2021](https://www.sec.gov/Archives/edgar/data/0000032604/000119312521060354/d113721dex101.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 10.1.

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.

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

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

| | | | | | | EMERSON ELECTRIC CO. | | | | | |

| | | | By | | | /s/ F. J. Dellaquila | | | | | |

| | | | | | | F. J. Dellaquila | | | | | |

| | | | | | | Senior Executive Vice President and | | | | | |

| | | | | | | Chief Financial Officer | | | | | |

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

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

| | | | | | | | | |

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

| Signature | | | | | | Title | | |

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

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

| /s/ F. J. Dellaquila | | | | | | Senior Executive Vice President and Chief Financial Officer | | |

| F. J. Dellaquila | | | | | | | | |

| /s/ M. J. Baughman | | | | | | Vice President, Controller and Chief Accounting Officer | | |

| M. J. Baughman | | | | | | | | |

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

| J. S. Turley | | | | | | | | |

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

| M. A. Blinn | | | | | | | | |

| C. A. H. Boersig | | | | | | | | |

| J. B. Bolten | | | | | | | | |

| M. S. Craighead | | | | | | | | |

| W. H. Easter III | | | | | | | | |

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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| | | | | | | EMERSON ELECTRIC CO. | | | | | |

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

| | | | By | | | /s/ F. J. Dellaquila | | | | | |

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

| | | | | | | F. J. Dellaquila | | | | | |

| | | | | | | Senior Executive Vice President and | | | | | |

| | | | | | | Chief Financial Officer | | | | | |

| | | | | | | November 14, 2022 | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November 14, 2022, by the following persons on behalf of the registrant and in the capacities indicated.

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

| Signature | | | | | | Title | | |

| | | | | | | | | |

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

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

| | | | | | | | | |

| /s/ F. J. Dellaquila | | | | | | Senior Executive Vice President and Chief Financial Officer | | |

| F. J. Dellaquila | | | | | | | | |

| | | | | | | | | |

| /s/ M. J. Baughman | | | | | | Vice President, Controller and Chief Accounting Officer | | |

| M. J. Baughman | | | | | | | | |

| | | | | | | | | |

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

| J. S. Turley | | | | | | | | |

| | | | | | | | | |

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

| M. A. Blinn | | | | | | | | |

| | | | | | | | | |

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

| C. A. H. Boersig | | | | | | | | |

| | | | | | | | | |

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

| J. B. Bolten | | | | | | | | |

| | | | | | | | | |

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