Emerson Electric (EMR) 10-K risk factor changes: FY2023 vs FY2022

*Our Operating Results Depend in Part on [removed: Continued Successful] [added: Continued* *Successful] Research, Development and Marketing of New and/or Improved Products and Services, and There Can Be No Assurance That We Will Continue to Successfully Introduce New Products and Services*

[removed: Our businesses are affected by varying degrees of technological change and corresponding shifts in] customer demand, which result in unpredictable product transitions, shortened life cycles and increased importance of being first to market with new products and services.

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

In [removed: 2022] [added: 2023] and in past years, we have made various [removed: acquisitions,] [added: acquisitions and divestitures,] including our [added: acquisition of National Instruments which closed after year-end, our divestiture of a] majority stake in [added: the Climate Technologies business (now renamed Copeland), and 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.

The success of these transactions will depend on our ability to [added: achieve higher rates of growth,] integrate assets and personnel acquired in these transactions and to cooperate with our strategic partners.

[removed: Moreover, after the transaction is completed,] [added: As a result of these transactions,] the Company [removed: will be smaller and less diversified, with] [added: has] a narrower business [removed: focus, including a focus] [added: which is focused] on [added: higher growth markets including] software, innovation and disruptive technologies, and may encounter more volatility and be more vulnerable to changing market [removed: conditions, which could adversely affect our business.][added: conditions.]

Our major requirements for raw materials include steel, [removed: copper,] cast iron, electronics, rare earth metals, aluminum, brass and, to a lesser extent, plastics and petroleum-based chemicals.

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

Cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology networks and systems to more sophisticated and targeted measures, known as advanced persistent threats, directed at the Company, its products, [removed: its customers and/or its third-party service providers.]

*The Coronavirus (COVID-19) Outbreak [removed: Has] Adversely Impacted our Business and [added: a Resurgence or Development of New Strains or Variants of COVID-19, or Other Public Health Emergencies,] Could in the Future Have a Material Adverse Impact on our Business, Results of Operation, Financial Condition and Liquidity, the Nature and Extent of Which is Highly Uncertain*

The global outbreak of the coronavirus (COVID-19) [removed: has] significantly increased economic, demand and operational uncertainty.

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

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

[added: 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.

We also are subject to various laws and regulations relating to environmental protection and the discharge of materials into the environment, and we could incur substantial costs as a result of the noncompliance with or liability for cleanup or [removed: other costs or damages under environmental laws.]

In addition, certain of our businesses rely, in part, on independent sales representatives and distributors.

Any disruption or adverse change in our relationships with these independent sales representatives could weaken our competitive position and adversely affect our results of operations, cash flows and financial condition.

A disruption or adverse change could result from the sale or financial instability of an independent sales representative or distributor, changes to our relationship including favoring competing products for any reason, or other events.

Our businesses are affected by varying degrees of technological change and corresponding shifts in

Furthermore, we may not realize the degree, or timing, of anticipated benefits including, among others, increasing rates of profitability and growth.

As part of the Copeland transaction, the Company received a note receivable and retained a 40 percent non-controlling common equity interest.

As the Company no longer has a controlling interest in this business, the future value or proceeds from the note receivable and common equity interest will depend on the business performance of Copeland and how the controlling owner manages the business.

Therefore, the Company can make no assurance regarding the amount or timing of any future proceeds or value to be derived from the note receivable and common equity interest.

its customers and/or its third-party service providers.

Our operations have generally stabilized since the peak of the COVID-19 pandemic and in May 2023, the World Health Organization declared an end to COVID-19 as a public health emergency.

However, a resurgence or development of new strains of COVID-19, or other public health emergencies, could result in unpredictable responses by authorities around the world which could negatively impact our global operations, customers and suppliers.

other costs or damages under environmental laws.

Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.

*Our Planned Sale of a Majority Stake in the 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 sale of a majority stake in the Climate Technologies Business.

Unforeseen developments, including possible delays in obtaining various 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 sale.

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

We have global operations, customers and suppliers, including in countries most impacted by COVID-19.

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 (particularly in China where shutdowns continue) and such authorities may impose additional restrictions.

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

Evolving

government plans around the world create uncertainty that may impact our employees and result in labor shortages and unforeseen costs, which could negatively affect our results.

These actions have and may continue to impact our employees, customers and suppliers, and future developments could cause further disruptions to Emerson due to the interconnected nature of our business relationships.

Additionally, the potential deterioration and volatility of credit and financial markets could limit our ability to obtain external financing.

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

Underlying sales, which exclude the impact of [added: significant] acquisitions, divestitures and fluctuations in foreign currency exchange rates during the periods presented, are provided to facilitate relevant period-to-period comparisons of sales growth by excluding those items that impact overall comparability (U.S. GAAP measure: *net sales*).

[added: EBIT (defined as earnings] before deductions for interest expense, [removed: net] [added: net, related party interest income,] 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.

Adjusted EBITA and adjusted segment EBITA (defined as earnings excluding interest expense, net, [added: related party interest income,] 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.

Free cash flow (operating cash flow less capital expenditures) and free cash flow as a percent of net sales are indicators of the Company’s cash generating capabilities, [removed: and] dividends as a percent of free cash flow is an indicator of the Company's ability to support its dividend, [added: and free cash flow conversion of adjusted net earnings (free cash flow divided by net earnings adjusted for intangibles amortization expense, restructuring expense, first year purchase accounting related items and transaction fees, and certain gains, losses or impairments) is an indicator of the quality of the Company's earnings,] after considering investments in capital assets which are necessary to maintain and enhance existing operations.

Management believes that the financial statements for each of the years in the three-year period ended September 30, [removed: 2022] [added: 2023] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

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

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 21] [added: 22] vs. [removed: 20] [added: 21] | | | | | | [removed: 22] [added: 23] vs. [removed: 21] [added: 22] | | |

| Gain on subordinated interest | | | $ | — | | | | | [removed: —] [added: (453)] | | | | | | [removed: (453)] [added: (161)] | | | | | | | | | | | | | | |

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

| *Restructuring costs* | | | *$* | [removed: *284*] [added: *132*] | | | | | [removed: *150*] [added: *75*] | | | | | | [removed: 86] [added: 72] | | | | | | | | | | | | | | |

| Net earnings common stockholders | | | $ | [removed: 1,965] [added: 2,303] | | | | | [removed: 2,303] [added: 3,231] | | | | | | [removed: 3,231] [added: 13,219] | | | | | | [removed: 17] [added: 40] | | % | | | | [removed: 40] [added: 309] | | % |

| Diluted EPS [added: – Net earnings] | | | $ | [removed: 3.24] [added: 3.82] | | | | | [removed: 3.82] [added: 5.41] | | | | | | [removed: 5.41] [added: 22.88] | | | | | | [removed: 18] [added: 42] | | % | | | | [removed: 42] [added: 323] | | % |

| Return on common stockholders' equity | | | [removed: 23.6] [added: 25.2] | | % | | | | [removed: 25.2] [added: 31.9] | | % | | | | [removed: 31.9] [added: 85.1] | | % | | | | [removed: 1.6] [added: 6.7] pts | | | | | | [removed: 6.7] [added: 53.2] pts | | |

| Return on total capital | | | [removed: 16.8] [added: 18.1] | | % | | | | [removed: 18.1] [added: 20.4] | | % | | | | [removed: 20.4] [added: 66.5] | | % | | | | [removed: 1.3] [added: 2.3] pts | | | | | | [removed: 2.3] [added: 46.1] pts | | |

Overall, sales for [removed: 2022] [added: 2023] were [removed: $19.6] [added: $15.2] billion, up [removed: 8] [added: 10] percent compared with the prior year, reflecting strong growth across [removed: both platforms and favorable results across all geographies despite headwinds due to] the [removed: impact] [added: majority] of [removed: lockdowns in China and supply chain] [added: the Company's business segments] and [removed: logistics constraints.][added: all geographies.]

Net earnings common stockholders were $3,231 [added: ($5.41 per share)] in [removed: 2022, up 40 percent] [added: 2022] compared with [removed: prior year earnings of $2,303, and diluted earnings per share were $5.41, up 42 percent versus $3.82] [added: $2,303 ($3.82] per [removed: share] [added: share)] in 2021.

Adjusted diluted earnings per share [added: from continuing operations] were [removed: $5.25] [added: $4.44] compared with [removed: $4.51] [added: $3.64] in the prior year, reflecting strong [removed: operating results] [added: sales growth] and [removed: a $0.12 benefit related to the AspenTech acquisition.][added: operating performance.]

[removed: The Company generated operating] [added: Operating] cash flow [added: from continuing operations] of [removed: $2.9] [added: $2.0] billion in [removed: 2022, a decrease of $653, or 18 percent,] [added: 2022 decreased 17 percent compared to $2.5 billion in 2021,] reflecting higher working capital due to increased sales and [removed: continued] [added: ongoing] supply chain constraints.

The table below presents the Company's diluted earnings per share [added: from continuing operations] on an adjusted basis to facilitate period-to-period comparisons and provide additional insight into the underlying, ongoing operating performance of the Company.

[removed: Adjusted diluted earnings per share excludes intangibles] amortization expense, restructuring expense, first year purchase accounting related items and [removed: transaction and AspenTech pre-closing] [added: transaction-related] costs, [added: interest income on undeployed proceeds related to the Copeland transaction, gains or losses on the Copeland equity method investment,] and certain gains, losses or impairments.

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Diluted earnings per share | | | | | | [removed: $ | 3.24 | | | | | 3.82 | | | | | | 5.41] [added: $3.82 - $4.02] | | |

| Restructuring and related [removed: costs] [added: costs:] | | | | | | [removed: 0.42] | | | | | | [removed: 0.24] | | | | | | [removed: 0.15] | | | [added: | | | | | | | | | | | | | | |]

| Amortization of [removed: intangibles] [added: intangibles:] | | | | | | [removed: 0.32] | | | | | | [removed: 0.41] | | | | | | [removed: 0.48] | | | [added: | | | | | | | | | | | | | | |]

| Gain on subordinated interest | | | | | | — | | | | | | [removed: —] [added: (0.60)] | | | | | | [removed: (0.60)] [added: (0.21)] | | |

| Russia business exit [added: charge] | | | | | | — | | | | | | [removed: —] [added: 0.32] | | | | | | [removed: 0.32] [added: 0.08] | | |

| Acquisition/divestiture costs and pre-acquisition interest on AspenTech debt | | | | | | — | | | | | | [removed: —] [added: 0.15] | | | | | | [removed: 0.19] [added: 0.13] | | |

| AspenTech Micromine purchase price hedge | | | | | | — | | | | | | [removed: —] [added: 0.04] | | | | | | [removed: 0.04] [added: (0.02)] | | |

| OSI first year acquisition accounting charges and fees | | | | | | [removed: —] [added: 0.07] | | | | | | [removed: 0.07] [added: —] | | | | | | — | | |

| [removed: Investment-related] [added: Other investment-related] gains | | | | | | — | | | | | | [removed: (0.03)] [added: (0.02)] | | | | | | [removed: (0.02)] [added: —] | | |

[removed: |] Adjusted diluted earnings per share [removed: | | | | | | $ | 3.78 | | | | | 4.51 | | | | | | 5.25 | | |][added: from continuing]

The table below summarizes the changes in adjusted diluted earnings per [removed: share.][added: share from continuing operations.]

| | | | [added: 2021] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2022] | | | [added: 2023 | | |]

| Adjusted diluted earnings [added: from continuing operations] per share - prior year | | | | | | $ | [removed: 3.78] [added: 3.01] | | | | | [removed: 4.51] [added: 3.64] | | |

[removed: |] [added: The Heritage] AspenTech acquisition [removed: | | | | | | — | | | | | | 0.12 | | |]

| Stock compensation | | | | | | [removed: (0.16)] [added: 0.12] | | | | | | [removed: 0.13] [added: (0.16)] | | |

| Gains on sales of capital assets [removed: - current year] [added: in 2022] | | | | | | [removed: —] [added: 0.02] | | | | | | [removed: 0.02] [added: (0.02)] | | |

| Adjusted diluted earnings [added: from continuing operations] per share - current year | | | | | | $ | [removed: 4.51] [added: 3.64] | | | | | [removed: 5.25] [added: 4.44] | | |

Net sales for 2022 were [removed: $19.6] [added: $13.8] billion, an increase of [removed: $1.4] [added: $0.9] billion, or [removed: 8] [added: 7] percent compared with 2021.

| /s/ S. L. Karsanbhai | | | | | | /s/ Michael J. Baughman | | | | | |

| S. L. Karsanbhai | | | | | | Michael J. Baughman | | | | | |

| Net sales | | | $ | 12,932 | | | | | 13,804 | | | | | | 15,165 | | | | | | 7 | | % | | | | 10 | | % |

| Gross profit | | | $ | 5,730 | | | | | 6,306 | | | | | | 7,427 | | | | | | 10 | | % | | | | 18 | | % |

| *Percent of sales* | | | *44.3* | | *%* | | | | *45.7* | | *%* | | | | 49.0 | | % | | | | 1.4 pts | | | | | | 3.3 pts | | |

| SG&A | | | $ | 3,494 | | | | | 3,614 | | | | | | 4,186 | | | | | | | | | | | | | | |

| *Percent of sales* | | | *27.0* | | *%* | | | | *26.2* | | *%* | | | | 27.6 | | % | | | | (0.8) pts | | | | | | 1.4 pts | | |

| Other deductions, net | | | $ | 319 | | | | | 519 | | | | | | 683 | | | | | | | | | | | | | | |

| Interest income from related party | | | $ | — | | | | | — | | | | | | (41) | | | | | | | | | | | | | | |

| Earnings from continuing operations before income taxes | | | $ | 1,762 | | | | | 2,432 | | | | | | 2,726 | | | | | | 38 | | % | | | | 12 | | % |

| *Percent of sales* | | | *13.6* | | *%* | | | | *17.6* | | *%* | | | | 18.0 | | % | | | | 4.0 pts | | | | | | 0.4 pts | | |

| Earnings from continuing operations common stockholders | | | $ | 1,414 | | | | | 1,886 | | | | | | 2,152 | | | | | | 33 | | % | | | | 14 | | % |

| *Percent of sales* | | | *10.9* | | *%* | | | | *13.7* | | *%* | | | | 14.2 | | % | | | | 2.8 pts | | | | | | 0.5 pts | | |

| *Percent of sales* | | | *17.8* | | *%* | | | | *23.4* | | *%* | | | | 87.2 | | % | | | | 5.6 pts | | | | | | 63.8 pts | | |

| Diluted EPS – Earnings from continuing operations | | | $ | 2.35 | | | | | 3.16 | | | | | | 3.72 | | | | | | 34 | | % | | | | 18 | | % |

| Adjusted Diluted EPS – Earnings from continuing operations | | | $ | 3.01 | | | | | 3.64 | | | | | | 4.44 | | | | | | 21 | | % | | | | 22 | | % |

Net earnings from continuing operations attributable to common stockholders were $2,152 in 2023, up 14 percent compared with prior year earnings of $1,886, and diluted earnings per share from continuing operations were $3.72, up 18 percent versus $3.16 in 2022.

The Company generated operating cash flow from continuing operations of $2.7 billion in 2023, an increase of $678, or 33 percent, reflecting higher earnings (excluding the impacts in both years from the Vertiv subordinated interest gains and higher Heritage AspenTech intangibles amortization in the current year).

Adjusted diluted earnings per share from continuing operations excludes intangibles

| Diluted earnings from continuing operations per share | | | | | | $ | 2.35 | | | | | 3.16 | | | | | | 3.72 | | |

| Amortization of intangibles | | | | | | 0.38 | | | | | | 0.45 | | | | | | 0.62 | | |

| Restructuring and related costs | | | | | | 0.21 | | | | | | 0.14 | | | | | | 0.14 | | |

| National Instruments investment gain | | | | | | — | | | | | | — | | | | | | (0.07) | | |

| Interest income on undeployed proceeds from Copeland transaction | | | | | | — | | | | | | — | | | | | | (0.19) | | |

| Loss on Copeland equity method investment | | | | | | — | | | | | | — | | | | | | 0.24 | | |

| Adjusted diluted earnings from continuing operations per share | | | | | | $ | 3.01 | | | | | 3.64 | | | | | | 4.44 | | |

| | | | | | | 2022 | | | | | | 2023 | | |

| Operations, including impact of AspenTech acquisition | | | | | | 0.58 | | | | | | 0.77 | | |

| Corporate and other | | | | | | — | | | | | | 0.07 | | |

| Foreign currency | | | | | | (0.02) | | | | | | (0.12) | | |

| Pensions | | | | | | 0.03 | | | | | | 0.07 | | |

| Gains on sales of investments in 2021 | | | | | | (0.03) | | | | | | — | | |

| Effective tax rate | | | | | | (0.09) | | | | | | 0.01 | | |

| Interest income on Copeland note receivable | | | | | | — | | | | | | 0.05 | | |

| Other | | | | | | (0.01) | | | | | | (0.01) | | |

| Share repurchases | | | | | | 0.03 | | | | | | 0.14 | | |

Intelligent Devices sales increased 7 percent, while Software and Control sales increased 20 percent, which included the impact of the Heritage AspenTech acquisition.

Underlying sales were up 10 percent on 6 percent higher volume and 4 percent higher price.

Foreign currency translation subtracted 2 percent, the Heritage AspenTech acquisition added 3 percent and the divestiture of Metran, Emerson's Russia-based manufacturing subsidiary, deducted 1 percent.

Intelligent Devices sales increased 5 percent, while Software and Control sales increased 16 percent.

EBIT (defined as earnings

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.

| /s/ S. L. Karsanbhai | | | | | | /s/ Frank J. Dellaquila | | | | | |

| S. L. Karsanbhai | | | | | | Frank J. Dellaquila | | | | | |

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

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

| Net sales | | | $ | 16,785 | | | | | 18,236 | | | | | | 19,629 | | | | | | 9 | | % | | | | 8 | | % |

| Gross profit | | | $ | 7,009 | | | | | 7,563 | | | | | | 8,188 | | | | | | 8 | | % | | | | 8 | | % |

| *Percent of sales* | | | *41.8* | | *%* | | | | *41.5* | | *%* | | | | 41.7 | | % | | | | (0.3) pts | | | | | | 0.2 pts | | |

| SG&A | | | $ | 3,986 | | | | | 4,179 | | | | | | 4,248 | | | | | | | | | | | | | | |

| *Percent of sales* | | | *23.8* | | *%* | | | | *22.9* | | *%* | | | | 21.6 | | % | | | | (0.9) pts | | | | | | (1.3) pts | | |

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

| Other deductions, net | | | $ | 532 | | | | | 318 | | | | | | 601 | | | | | | | | | | | | | | |

| Interest expense, net | | | $ | 156 | | | | | 154 | | | | | | 193 | | | | | | | | | | | | | | |

| Earnings before income taxes | | | $ | 2,335 | | | | | 2,912 | | | | | | 4,085 | | | | | | 25 | | % | | | | 40 | | % |

| *Percent of sales* | | | *13.9* | | *%* | | | | *16.0* | | *%* | | | | 20.8 | | % | | | | 2.1 pts | | | | | | 4.8 pts | | |

| *Percent of sales* | | | *11.7* | | *%* | | | | *12.6* | | *%* | | | | 16.5 | | % | | | | 0.9 pts | | | | | | 3.9 pts | | |

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

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

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

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

| Pensions | | | | | | 0.05 | | | | | | 0.04 | | |

| Gains on sales of investments - prior year | | | | | | — | | | | | | (0.07) | | |

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

| Foreign currency | | | | | | 0.09 | | | | | | (0.03) | | |

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

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

Sales increased $466 in Automation Solutions, $337 in AspenTech and $580 in Commercial & Residential Solutions.

Sales increased $266 in Automation Solutions.

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

Underlying international destination sales were up 5 percent, as foreign currency translation had a 4 percent favorable impact on the comparison and the OSI acquisition added 1 percent.

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

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.

The assets and liabilities of InSinkErator were classified as held-for-sale as of September 30, 2022 and are included in other current assets, other assets, accrued expenses and other liabilities in the consolidated balance sheet.

The Company expects to recognize a pretax gain of approximately $2.8 billion (approximately $2.1 billion after-tax) in the first quarter of fiscal 2023.

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.

Emerson (“the Company”) is a global [removed: leader that designs and manufactures products and delivers services that bring] technology and [removed: engineering together to provide] [added: software company that provides] innovative solutions for customers in a wide range of [removed: industrial, commercial and consumer] [added: end] markets around the world.

Sales by geographic destination in [removed: 2022] [added: 2023] were: the Americas, [removed: 56] [added: 51] percent; Asia, Middle East & Africa, [removed: 28] [added: 30] percent (China, 12 percent); and Europe, [removed: 16] [added: 19] percent.

Over the past [removed: 18 months, Emerson] [added: two years, the Company] 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 [removed: markets with differentiated capabilities in intelligent devices and software.][added: markets.]

The Company’s recent portfolio actions include the following [removed: transactions.][added: transactions:]

- On [removed: October] [added: May] 31, [removed: 2022,] [added: 2023,] the Company [added: completed the previously] announced [removed: an agreement to sell] [added: sale of] a majority stake in its Climate Technologies business (which constitutes the [added: former] Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in [removed: fiscal] 2022) to private equity funds managed by Blackstone [removed: ("Blackstone")] in a [removed: transaction valued at] $14.0 [removed: billion.][added: billion transaction.]

Emerson [removed: will receive] [added: received] upfront, pre-tax cash proceeds of approximately [removed: $9.5] [added: $9.7] billion and a note [added: receivable with a face value] of $2.25 billion [removed: at close,] [added: (which will accrue 5 percent interest payable in kind by capitalizing interest),] while retaining a [removed: 45] [added: 40] percent non-controlling common equity [removed: 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 [removed: fiscal] 2022 net sales of approximately $5.0 billion.

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

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

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

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

Further information regarding acquisition and divestiture activity is set forth in [removed: Note 4.][added: Notes 4 and 5.]

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, legal, [removed: environmental,] [added: sustainability,] financial and reputational, among others.

Measurement & Analytical [removed: Instrumentation]

[removed: The primary role of an industrial valve is] [added: These solutions respond] to [removed: control, isolate, or] [added: commands from a control system to continuously and precisely control and] regulate the flow of liquids or gases to achieve safe operation along with reliability and optimized performance.

[added: Control] Systems & Software

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

[removed: Distribution][added: DISTRIBUTION]

The principal worldwide distribution channel for [removed: Automation Solutions] [added: a majority of the Company's product offerings] is [added: through] a direct sales force, while a network of independent sales representatives, and to a lesser extent independent distributors purchasing products for resale, are also utilized.

[removed: ASPENTECH][added: AspenTech]

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

Other professional tools include water jetters, wet-dry vacuums, commercial vacuums and [removed: bolt cutters.][added: hand tools.]

The Company's major requirements for basic raw materials include steel, [removed: copper,] cast iron, electronics, rare earth metals, aluminum and brass; and to a lesser extent, plastics and petroleum-based chemicals.

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

The Company’s estimated consolidated order backlog was [removed: $8.1] [added: $7.8] billion and [removed: $6.5] [added: $7.0] billion at September 30, [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022, respectively, of which approximately $1.2 billion and $1.1 billion related to AspenTech.]

Approximately [removed: 80] [added: 75] 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 [added: group] at September 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] follows (dollars in millions):

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 [added: environment.]

Emerson is dedicated to modernizing our workplace culture [removed: so our company can] [added: to] meet the needs and expectations of today's workers and attract talent that will help us thrive.

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

[removed: The skills, experience and industry knowledge of] key employees significantly benefit our operations and performance.

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

In [removed: fiscal 2022,] [added: 2023,] the [removed: Company reduced its] [added: Company's] total recordable rate of injuries [removed: to 0.28,] [added: was 0.30,] and its lost or restricted workday case rate was [removed: 0.17] [added: 0.22] (both measured as the number of incidents per 100 employees).

Employee Resource Groups have been created to support our diverse workforce and have grown to [removed: nearly 12,000] [added: over 13,000] members.

We also have taken actions to enhance diversity, including setting diversity targets for interview slates and [added: targeted] recruiting [removed: at venues representing] [added: to increase the representation of] women, minorities, U.S. military veterans, [added: individuals with a disability] and LGBTQ+ [removed: talent.][added: talent within Emerson.]

[removed: In 2021, the] [added: The] Company [removed: introduced diversity goals at the leadership level and in 2022,] [added: also] added ESG targets, including [removed: diversity] [added: GHG reduction] targets, as a component in the determination of annual bonuses for [removed: leadership.][added: leadership beginning in 2022.]

Overall, women represent [removed: 31] [added: 33] percent of our [removed: U.S.] [added: global] workforce and [removed: on a global basis, 21] [added: 23] percent of leadership positions are held by women.

In the U.S., minorities represent [removed: 30] [added: 35] percent of our workforce and [removed: 17] [added: 21] percent of our leadership positions.

The Company and its subsidiaries had approximately [removed: 85,500] [added: 67,000] employees at September 30, [removed: 2022.][added: 2023.]

Through its leading automation portfolio, Emerson helps process, hybrid and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals.

- On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI") at an equity value of $8.2 billion.

NI, which provides software-connected automated test and measurement systems that enable enterprises to bring products to market faster and at a lower cost, had revenues of approximately $1.7 billion and pretax earnings of approximately $170 mllion for the 12 months ended September 30, 2023.

The new standalone business is named Copeland.

AspenTech had 2023 net sales of $1.04 billion.

Certain prior year amounts have been reclassified to conform to the current year presentation.

This includes reporting financial results for Climate Technologies, InSinkErator and Therm-O-Disc as discontinued operations for all periods presented, and the assets and liabilities of Climate Technologies and InSinkErator (prior to completion of the divestitures) as held-for-sale (see Note 5).

In addition, as a result of its portfolio transformation, the Company now reports six segments and two business groups, which are highlighted in the table below (see Note 20 for further details).

Beginning in 2024, the Company will report NI (which will be renamed Test & Measurement) as a new segment in the Software and Control business group.

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

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

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

| | | | INTELLIGENT DEVICES | | | | | | SOFTWARE AND CONTROL | | | | | |

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

| | | | •Final Control | | | | | | •Control Systems & Software | | | | | |

| | | | •Measurement & Analytical | | | | | | •AspenTech | | | | | |

| | | | •Discrete Automation | | | | | | | | | | | |

| | | | •Safety & Productivity | | | | | | | | | | | |

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

The Company sells products and solutions that support customers in a variety of end markets, including process industries (such as chemical, power & renewables and energy), hybrid industries (life sciences, metals & mining, food & beverage, pulp & paper, and others), discrete industries (including automotive, medical, packaging and semiconductor) and more.

INTELLIGENT DEVICES

Final Control

The Final Control segment is a leading global provider of control valves, isolation valves, shutoff valves, pressure relief valves, pressure safety valves, actuators, and regulators for process and hybrid industries.

Products within our Final Control segment are marketed under a variety of brands including: Anderson Greenwood, Bettis, Crosby, Fisher, Keystone, KTM and Vanessa.

The Measurement & Analytical segment is a leading supplier of intelligent instrumentation measuring the physical properties of liquids or gases, such as pressure, temperature, level, flow, acoustics, corrosion, pH, conductivity, water quality, toxic gases, and flame.

The instrumentation transfers data to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, reliability and safety.

Products within our Measurement & Analytical segment are marketed under a variety of brands including: Flexim, Micro Motion and Rosemount.

Discrete Automation

The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.

Products within our Discrete Automation segment are marketed under a variety of brands including: Afag, Appleton, ASCO, Aventics, Branson, Movicon, PACSystems, SolaHD, TESCOM, and TopWorx.

Safety & Productivity

Pipe-working tools include pipe wrenches, pipe cutters, pipe threading and roll grooving equipment,

battery hydraulic tools for press connections, drain cleaners, tubing tools and diagnostic systems, including sewer inspection cameras and locating equipment.

Electrical tools include conduit benders and cable pulling equipment, battery hydraulic tools for cutting and crimping electrical cable, and hole-making equipment.

Products within our Safety & Productivity segment are marketed under a variety of brands including: Greenlee, Klauke, ProTeam and RIDGID.

SOFTWARE AND CONTROL

These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity.

Control Systems & Software solutions are predominantly used by process and hybrid manufacturers.

Products within our Control Systems & Software segment are marketed under a variety of brands including: AMS, DeltaV and Ovation.

Test & Measurement

Our purpose is to drive innovation that makes the world healthier, safer, smarter and more sustainable.

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 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.

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

A summary of the Company's businesses is described below.

- 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

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.

- 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 that promote safety and productivity.

The Company sells products and solutions that support customers in a variety of end markets.

Overall, sales by end market were as follows: Commercial, 19 percent; residential, 16 percent; energy, 15 percent; chemical, 10 percent; power & renewables, 9 percent; general industries, 9 percent; discrete, 8 percent; hybrid, 6 percent; other, 8 percent.

AUTOMATION SOLUTIONS

The Automation Solutions segment offers a broad array of products, integrated solutions, software and services which enable process, hybrid and discrete manufacturers to maximize production, protect personnel and the environment, reduce project costs, and optimize their energy efficiency and operating costs.

Markets served include energy, chemical, power & renewables, life sciences, food and beverage, automotive, pulp and paper, metals and mining, and municipal water supplies.

The segment’s major product offerings are Measurement & Analytical Instrumentation, Valves, Actuators & Regulators, Industrial Solutions and Systems & Software, which are further described below.

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

This IIoT architecture delivers measurable business performance improvements to customers by providing insights into production performance, energy consumption, reliability of specific equipment or process units, and safety.

Together with the broad offering of products and integrated solutions, Automation Solutions also provides a portfolio of services and lifecycle service centers which offer consulting, engineering, systems development, project management, training, maintenance, and troubleshooting expertise to aid in process optimization.

Sales by geographic destination in 2022 for Automation Solutions were: the Americas, 47 percent; Asia, Middle East & Africa, 35 percent (China, 15 percent); and Europe, 18 percent.

Measurement instrumentation measures the physical properties of liquids or gases in a process stream, such as pressure, temperature, level, rate and amount of flow, and communicates this information to a process control system or other software applications.

Measurement technologies provided by the Company include Coriolis direct mass flow, magnetic flow, vortex flow, ultrasonic flow, differential pressure, ultra-low flow fluid measurement, corrosion measurement, acoustic measurement, temperature sensors, radar-based tank gauging and magnetic level gauging.

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

helps ensure accurate asset management.

Complementary products include onshore and subsea multi-phase meters, wet gas meters, downhole gauges and corrosion/erosion measuring instruments.

Analytical instrumentation analyzes the chemical composition of process fluids and emissions to enhance quality and efficiency, as well as environmental compliance.

The Company’s analytical technologies include process gas chromatographs, in-situ oxygen analyzers, infrared gas and process fluid analyzers, combustion analyzers and systems, and analyzers that measure pH, conductivity and water quality.

The Company provides sensors to detect combustible and toxic gases, and flames.

These devices support the safety of both people and process plant assets.

Measurement and analytical instrumentation technologies are also available with highly secure and reliable wireless communication capability, allowing customers to monitor processes or equipment that were previously not measurable (remote, moving/rotating) or not economical to measure due to the high cost and difficulty of running wires in industrial process plants.

Valves, Actuators & Regulators

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

Engineered on/off valves are typically used to achieve tight shutoff, even in high-pressure and high-temperature processes.

The Company designs, engineers and manufactures ball, gate, globe, check, sliding stem, rotary, high performance butterfly, triple offset, and severe services valves for critical applications.

The Company also designs and manufactures sophisticated smart actuation and control technologies that continuously monitor valve health and remotely control valve positions to foster proactive and predictive maintenance as well as decrease the risk of unplanned shutdowns.

The Company provides pressure management products, including pressure relief, vacuum relief, and gauge valves designed to control fugitive emissions.

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

Industrial Solutions

Information regarding legal proceedings is set forth in Note [removed: 13.][added: 15.]

For the fiscal year ended September 30, [removed: 2022][added: 2023]

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

Common stock outstanding at October 31, [removed: 2022: 591.4] [added: 2023: 570.1] million shares.

Portions of Emerson Electric Co. Notice of [removed: 2023] [added: 2024] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

March 31, 2023: $49.6 billion.

March 31, 2022: $58.1 billion.

At September 30, [removed: 2022,] [added: 2023,] the Company had approximately [removed: 160] [added: 130] manufacturing locations worldwide, of which approximately [removed: 50] [added: 40] were located in the United States and [removed: 110] [added: 90] 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: Intelligent Devices, 115, including 35 in the Final Control segment, 30 in the Measurement & Analytical segment, 40 in the Discrete Automation segment, and 10 in the Safety & Productivity segment; and Software and Control, 10, all in the Control Systems & Software segment.

Additionally, there are 5 locations that support multiple segments.

Manufacturing locations by business are: Automation Solutions, 120 and Commercial & Residential Solutions, 40, including 30 in the Climate Technologies segment and 10 in the Tools & Home Products segment.

The following sets forth certain information as of November [removed: 14, 2022,] [added: 13, 2023,] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 7, 2023:][added: 6, 2024:]

| Name | | | Position | | | Age | | | [removed: Fiscal] Year [added: First Appointed an Executive Officer] | | |

| S. L. Karsanbhai | | | President and Chief Executive Officer | | | [removed: 53] [added: 54] | | | [removed: 2002] [added: 2018] | | |

| [removed: F.] [added: M.] J. [removed: Dellaquila] [added: Baughman] | | | [removed: Senior] Executive Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Chief Accounting Officer] | | | [removed: 65] [added: 58] | | | [removed: 1991] [added: 2018] | | |

| R. R. Krishnan | | | Executive Vice President and Chief Operating Officer | | | [removed: 51] [added: 52] | | | [removed: 2005] [added: 2021] | | |

| [removed: K. Button Bell] [added: V. Ramnath] | | | Senior Vice President and Chief Marketing Officer | | | [removed: 64] [added: 56] | | | [removed: 1999] [added: 2023] | | |

| L. A. Flavin | | | Senior Vice [removed: President] [added: President, Chief Transformation] and Chief Compliance Officer | | | [removed: 57] [added: 58] | | | [removed: 2001] [added: 2021] | | |

| M. H. Train | | | Senior Vice President and Chief Sustainability Officer | | | [removed: 60] [added: 61] | | | [removed: 1994] [added: 2016] | | |

| [removed: E. M. Adefioye] [added: N. Piazza] | | | Senior Vice President and Chief People Officer | | | [removed: 54] [added: 45] | | | [removed: 2021] [added: 2023] | | |

[removed: | M. J.] Baughman [removed: | | |] [added: was appointed Executive] Vice [removed: President, Controller] [added: President] and Chief [added: Financial Officer in May 2023, and Chief] Accounting Officer [removed: | | | 57 | | | 2018 | | |][added: in February 2018.]

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

[removed: Dellaquila] [added: Bosco] was appointed [removed: Senior Executive Vice President in November 2016, Executive Vice President in November 2012 and] [added: to] Senior Vice [removed: President] [added: President, Secretary] and Chief [removed: Financial] [added: Legal] Officer in February [removed: 2010.][added: 2023.]

Prior to his current position, Mr. [removed: Bulanda] [added: Train] was [removed: Senior Vice] President from [removed: November] [added: October 2018 to March 2021 and Executive President - Automation Solutions from October] 2016 through [removed: February 2021,] [added: October 2018, Executive] Vice President - [removed: Acquisition Planning and Development] [added: Automation Solutions] from May 2016 through [removed: November] [added: October] 2016 and [removed: Executive Vice] President [removed: -] [added: of Global Sales for] Emerson [removed: Industrial Automation] [added: Process Management] from [removed: 2012] [added: 2010] through May 2016.

[added: Prior to her current position, Ms.] Bosco was [removed: appointed to the position of] Senior Vice President, Secretary and General Counsel [removed: in] [added: from] May [added: 2016 through February 2023, and President, Emerson Asia-Pacific from 2008 through May] 2016.

[removed: Katherine Button Bell] [added: Vidya Ramnath] was appointed [added: to] Senior Vice President [removed: in November 2016] and [removed: Vice President and] Chief Marketing Officer in [removed: 1999.][added: June 2023.]

Flavin was appointed Senior Vice President and Chief Compliance Officer in March [removed: 2021.][added: 2021, and assumed the additional role of Chief Transformation Officer in 2023.]

[removed: Adefioye] [added: Nick Piazza] was appointed Senior Vice President [removed: in February 2022] and Chief People Officer in August [removed: 2021.][added: 2023.]

[added: Prior to his current position, Mr.] Baughman was [removed: appointed Chief Accounting Officer in February 2018, and] [added: named] Vice President and Controller in October 2017.

| S. Y. Bosco | | | Senior Vice President, Chief Legal Officer | | | 65 | | | 2016 | | |

| P. Zornio | | | Senior Vice President and Chief Technology Officer | | | 60 | | | 2022 | | |

Peter Zornio was appointed Senior Vice President and Chief Technology Officer in December 2022.

Prior to his current position, Mr. Zornio was the Chief Technology Officer for the Automation Solutions Group from June 2017 to December 2022 and Chief Strategy Officer for Automation Solutions – Systems and Solutions from June 2006 to June 2017.

Prior to her current position, Ms. Ramnath was President of Middle East & Africa from 2019 through June 2023 and Vice President of Asia Pacific for Measurement & Analytical from 2017 through 2019.

Prior to his current position, Mr. Piazza was Vice President of Global Talent and Human Resource Operations from August 2021 through July 2023, and Vice President of Human Resources in Asia-Pacific for the company’s Automation Solutions business from July 2017 through July 2021.

The Fiscal Year column indicates the first year the executive served as an officer of the Company.

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

| M. J. Bulanda | | | Executive President - Automation Solutions | | | 56 | | | 2002 | | |

| J. P. Froedge | | | Executive President - Commercial & Residential Solutions | | | 47 | | | 2013 | | |

| S. Y. Bosco | | | Senior Vice President, Secretary and General Counsel | | | 64 | | | 2005 | | |

Frank J.

Mark J.

Bulanda was appointed Executive President - Automation Solutions in February 2021.

James P.

Froedge was appointed Executive President - Commercial & Residential Solutions in August 2020.

Prior to his current position, Mr. Froedge was President - Automation Solutions Asia Pacific from 2018 through August 2020, President - Process Systems and Solutions from 2016 through 2018, Vice President - Acquisition Planning and Development from 2013 through 2016 and in Acquisition Planning from 2012 through 2013.

Prior to her current position, Ms. Bosco was President, Emerson Asia-Pacific from 2008 through May 2016.

Prior to that, Mr. Train was President from October 2018 to March 2021 and Executive President - Automation Solutions from October 2016 through October 2018, Executive Vice President - Automation Solutions from May 2016 through October 2016 and President of Global Sales for Emerson Process Management from 2010 through May 2016.

Elizabeth M.

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

Information regarding the market for the Company's common stock and dividend payments is set forth in Note [removed: 20] [added: 22] and is hereby incorporated by reference.

There were approximately [removed: 15,900] [added: 15,200] stockholders of record at September 30, [removed: 2022.][added: 2023.]

In March 2020, the Board of Directors authorized the purchase of [removed: an additional] 60 million shares and a total of approximately [removed: 55] [added: 33.3] million shares remain [removed: available.][added: available under the authorization.]

Neither the Company nor any "affiliated purchaser" repurchased any shares of Company common stock during the three-month period ended September 30, 2023.

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

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

| Period | | | | | | Total Number of Shares Purchased (000s) | | | | | | | | | | | | Average Price Paid per Share | | | | | | | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (000s) | | | | | | | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (000s) | | |

| 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.

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

| Selling, general and administrative expenses | | | [removed: 3,986] [added: 3,494] | | | | | | [removed: 4,179] [added: 3,614] | | | | | | [removed: 4,248] [added: 4,186] | | |

| Gain on subordinated interest | | | — | | | | | | [removed: —] [added: (453)] | | | | | | [removed: (453)] [added: (161)] | | |

| [removed: Gain] [added: Reclassified to gain] on sale of business | | | — | | | | | | — | | | | | | [removed: (486)] [added: 95] | | |

| Other deductions, net | | | [removed: 532] [added: (10)] | | | | | | [removed: 318] [added: 55] | | | | | | [removed: 601] [added: 75] | | | [added: | | | 8 | | | | | | 26 | | | | | | 12 | | | | | | (2) | | | | | | 81 | | | | | | 87 | | |]

[removed: | Income taxes | | | 345 | | | | | | 585 | | | | | | 855 | | |][added: (16) INCOME TAXES]

| Net earnings | | | [removed: 1,990] [added: 2,327] | | | | | | [removed: 2,327] [added: 3,230] | | | | | | [removed: 3,230] [added: 13,200] | | |

| Less: Noncontrolling interests in earnings of subsidiaries | | | [removed: 25] [added: 24] | | | | | | [removed: 24] [added: (1)] | | | | | | [removed: (1)] [added: (19)] | | |

| Net earnings common stockholders | | | $ | [removed: 1,965] [added: 2,303] | | | | | [removed: 2,303] [added: 3,231] | | | | | | [removed: 3,231] [added: 13,219] | | |

| [removed: Earnings] [added: Basic earnings] per [removed: share:] [added: share common stockholders:] | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 602.9] [added: 598.1] | | | | | | [removed: 598.1] [added: 592.9] | | | | | | [removed: 592.9] [added: 574.2] | | |

| Diluted | | | [removed: 606.6] [added: 601.8] | | | | | | [removed: 601.8] [added: 596.3] | | | | | | [removed: 596.3] [added: 577.3] | | |

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

| Net earnings | | | | | | $ | [removed: 1,990] [added: 2,327] | | | | | [removed: 2,327] [added: 3,230] | | | | | | [removed: 3,230] [added: 13,200] | | |

| Foreign currency translation | | | | | | [removed: 85] [added: 81] | | | | | | [removed: 81] [added: (644)] | | | | | | [removed: (644)] [added: 254] | | |

| Pension and postretirement | | | | | | [removed: 64] [added: 605] | | | | | | [removed: 605] [added: 37] | | | | | | [removed: 37] [added: (25)] | | |

| Cash flow hedges | | | | | | [removed: (2)] [added: 18] | | | | | | [removed: 18] [added: (14)] | | | | | | [removed: (14)] [added: 4] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 147] [added: 704] | | | | | | [removed: 704] [added: (621)] | | | | | | [removed: (621)] [added: 233] | | |

| Comprehensive income | | | | | | [removed: 2,137] [added: 3,031] | | | | | | [removed: 3,031] [added: 2,609] | | | | | | [removed: 2,609] [added: 13,433] | | |

| Less: Noncontrolling interests in comprehensive income of subsidiaries | | | | | | [removed: 27] [added: 23] | | | | | | [removed: 23] [added: (9)] | | | | | | [removed: (9)] [added: (18)] | | |

| Comprehensive income common stockholders | | | | | | $ | [removed: 2,110] [added: 3,008] | | | | | [removed: 3,008] [added: 2,618] | | | | | | [removed: 2,618] [added: 13,451] | | |

[added: Years ended] September 30 (Dollars and shares in millions, except per share amounts)

| | | | 2021 | | | | | | [removed: 2022] [added: 2022] | | | [added: | | | 2023 | | |]

| [removed: Cash] [added: Beginning cash] and equivalents | | | [removed: $] [added: 3,315] | [added: | | | | |] 2,354 | | | | | [added: |] 1,804 | | |

| Other current assets | | | [removed: 1,057] [added: (91)] | | | | | | [removed: 1,503] [added: (56)] | | | [added: | | | (1) | | |]

| Total current assets | | | [removed: 8,432] [added: 8,506] | | | | | | [removed: 8,506] [added: 13,819] | | |

| Property, plant and equipment, net | | | [removed: 3,738] [added: 2,239] | | | | | | [removed: 3,361] [added: 2,363] | | |

| Other intangible assets | | | [removed: 2,877] [added: 6,572] | | | | | | [removed: 6,724] [added: 6,263] | | |

| Total other assets | | | [removed: 12,545] [added: 24,927] | | | | | | [removed: 23,805] [added: 26,564] | | |

| Total assets | | | $ | [removed: 24,715] [added: 35,672] | | | | | [removed: 35,672] [added: 42,746] | | |

| Short-term borrowings and current maturities of long-term debt | | | $ | [removed: 872] [added: 2,115] | | | | | [removed: 2,115] [added: 547] | | |

| Accrued expenses | | | [removed: 3,266] | | | [removed: | | | 3,634] [added: 115] | | |

| Total current liabilities | | | [removed: 6,246] [added: 7,777] | | | | | | [removed: 7,777] [added: 5,032] | | |

| Long-term debt | | | [removed: 5,793] [added: 8,259] | | | | | | [removed: 8,259] [added: 7,610] | | |

| Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, [removed: 595.8] [added: 591.4] shares in [removed: 2021; 591.4] [added: 2022; 572.0] shares in [removed: 2022] [added: 2023] | | | 477 | | | | | | 477 | | |

| Additional paid-in-capital | | | [removed: 522] [added: 57] | | | | | | [removed: 57] [added: 62] | | |

| Retained earnings | | | [removed: 26,047] [added: 28,053] | | | | | | [removed: 28,053] [added: 40,070] | | |

| Accumulated other comprehensive income (loss) | | | [added: $ |] (872) | | | | | [added: (1,485)] | [removed: (1,485)] | | | [added: | | (1,253) | | |]

| [removed: Less:] Cost of common stock in treasury, [removed: 357.6] [added: 362.0] shares in [removed: 2021; 362.0] [added: 2022; 381.4] shares in [removed: 2022] [added: 2023] | | | [removed: 16,291] [added: (16,738)] | | | | | | [removed: 16,738] [added: (18,667)] | | |

| Common [removed: stockholders’] [added: stockholders'] equity | | | 9,883 | | | | | | [removed: 10,364] [added: 10,364] | | | [added: | | | 20,689 | | |]

| Net sales | | | $ | 12,932 | | | | | 13,804 | | | | | | 15,165 | | |

| Cost of sales | | | 7,202 | | | | | | 7,498 | | | | | | 7,738 | | |

| Interest expense, net of interest income of: 2021, $10; 2022, $34; 2023, $227 | | | 155 | | | | | | 194 | | | | | | 34 | | |

| Interest income from related party | | | — | | | | | | — | | | | | | (41) | | |

| Earnings from continuing operations before income taxes | | | 1,762 | | | | | | 2,432 | | | | | | 2,726 | | |

| Income taxes | | | 346 | | | | | | 549 | | | | | | 599 | | |

| Earnings from continuing operations | | | 1,416 | | | | | | 1,883 | | | | | | 2,127 | | |

| Discontinued operations, net of tax of $239, $306 and $3,012, respectively | | | 911 | | | | | | 1,347 | | | | | | 11,073 | | |

| Earnings from continuing operations | | | $ | 1,414 | | | | | 1,886 | | | | | | 2,152 | | |

| Discontinued operations | | | 889 | | | | | | 1,345 | | | | | | 11,067 | | |

| Earnings from continuing operations | | | $ | 2.36 | | | | | 3.17 | | | | | | 3.74 | | |

| Discontinued operations | | | 1.49 | | | | | | 2.27 | | | | | | 19.26 | | |

| Basic earnings per common share | | | $ | 3.85 | | | | | 5.44 | | | | | | 23.00 | | |

| Earnings from continuing operations | | | $ | 2.35 | | | | | 3.16 | | | | | | 3.72 | | |

| Discontinued operations | | | 1.47 | | | | | | 2.25 | | | | | | 19.16 | | |

| Diluted earnings per common share | | | $ | 3.82 | | | | | 5.41 | | | | | | 22.88 | | |

| Receivables, less allowances of $100 in 2022 and $100 in 2023 | | | 2,261 | | | | | | 2,518 | | |

| Inventories | | | 1,742 | | | | | | 2,006 | | |

| Other current assets | | | 1,301 | | | | | | 1,244 | | |

| Current assets held-for-sale | | | 1,398 | | | | | | — | | |

| Goodwill | | | 13,946 | | | | | | 14,480 | | |

| Copeland note receivable and equity investment | | | — | | | | | | 3,255 | | |

| Other | | | 2,151 | | | | | | 2,566 | | |

| Noncurrent assets held-for-sale | | | 2,258 | | | | | | — | | |

| Accounts payable | | | 1,276 | | | | | | 1,275 | | |

| Current liabilities held-for-sale | | | 1,348 | | | | | | — | | |

| Other liabilities | | | 3,153 | | | | | | 3,506 | | |

| Noncurrent liabilities held-for-sale | | | 167 | | | | | | — | | |

| Stock plans | | | 52 | | | | | | 85 | | | | | | 127 | | |

| AspenTech purchases of common stock | | | — | | | | | | — | | | | | | (122) | | |

| Net earnings common stockholders | | | 2,303 | | | | | | 3,231 | | | | | | 13,219 | | |

| AspenTech purchases of common stock | | | — | | | | | | — | | | | | | (92) | | |

| Purchase of noncontrolling interests | | | — | | | | | | — | | | | | | 3 | | |

| Earnings from discontinued operations, net of tax | | | (911) | | | | | | (1,347) | | | | | | (11,073) | | |

| Depreciation and amortization | | | 762 | | | | | | 842 | | | | | | 1,051 | | |

| Stock compensation | | | 197 | | | | | | 125 | | | | | | 250 | | |

| Cash from continuing operations | | | 2,458 | | | | | | 2,048 | | | | | | 2,726 | | |

| Cash from discontinued operations | | | 1,117 | | | | | | 874 | | | | | | (2,089) | | |

| Capital expenditures | | | (404) | | | | | | (299) | | | | | | (363) | | |

| Proceeds from related party note receivable | | | — | | | | | | — | | | | | | 918 | | |

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

| Net sales | | | $ | 16,785 | | | | | 18,236 | | | | | | 19,629 | | |

| Cost of sales | | | 9,776 | | | | | | 10,673 | | | | | | 11,441 | | |

| Interest expense, net of interest income of: 2020, $19; 2021, $12; 2022, $35 | | | 156 | | | | | | 154 | | | | | | 193 | | |

| Earnings before income taxes | | | 2,335 | | | | | | 2,912 | | | | | | 4,085 | | |

| Basic | | | $ | 3.26 | | | | | 3.85 | | | | | | 5.44 | | |

| Diluted | | | $ | 3.24 | | | | | 3.82 | | | | | | 5.41 | | |

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

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

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

| Receivables, less allowances of $116 in 2021 and $108 in 2022 | | | 2,971 | | | | | | 3,008 | | |

| Inventories | | | 2,050 | | | | | | 2,191 | | |

| Goodwill | | | 7,723 | | | | | | 14,662 | | |

| Other | | | 1,945 | | | | | | 2,419 | | |

| Accounts payable | | | 2,108 | | | | | | 2,028 | | |

| Other liabilities | | | 2,753 | | | | | | 3,320 | | |

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

| Depreciation and amortization | | | 854 | | | | | | 969 | | | | | | 1,039 | | |

| Capital expenditures | | | (538) | | | | | | (581) | | | | | | (531) | | |

| Receivables | | | $ | 207 | | | | | (165) | | | | | | (214) | | |

| Inventories | | | (6) | | | | | | (126) | | | | | | (469) | | |

| Accounts payable | | | (196) | | | | | | 370 | | | | | | 122 | | |

| Accrued expenses | | | 110 | | | | | | 223 | | | | | | 111 | | |

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).

These included:

In fiscal 2021, the Company adopted two accounting standard updates and one new accounting standard, and in fiscal 2020 adopted updates to ASC 815, all of which had an immaterial impact on the Company's financial statements.

- Updates to ASC 815, *Derivatives and Hedging*, which permit hedging certain contractually specified risk components.

The updates also eliminate the requirement to separately measure and report hedge ineffectiveness and simplify hedge documentation and effectiveness assessment requirements.

Investments in publicly traded

| Finished products | | | | | | $ | 616 | | | | | 628 | | |

| Total inventories | | | | | | $ | 2,050 | | | | | 2,191 | | |

| Land | | | | | | $ | 359 | | | | | 317 | | | | | | | | |

| Buildings | | | | | | 2,493 | | | | | | 2,364 | | | | | | | | |

| Construction in progress | | | | | | 478 | | | | | | 459 | | | | | | | | |

business.

In some circumstances,

Primary commodity exposures are price fluctuations on forecasted purchases of copper and aluminum and related products.

| Net contract liabilities | | | | | | $ | (202) | | | | | 520 | | |

The change in the net contract balance was due to the Heritage AspenTech acquisition, which added net contract assets of approximately $700, partially offset by an increase in net contract liabilities for the Company's existing businesses due to customer billings exceeding revenue recognized for performance completed during the period.

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: 2022] [added: 2023] 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: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

In the fourth quarter, AspenTech implemented a new revenue management system and consequently, modified the design of certain internal controls within their revenue process.

During the three-month period ended September 30, 2023, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

None.

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: 2023] [added: 2024] annual shareholders' meeting (the [removed: "2023] [added: "2024] Proxy Statement") is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee Operations—Board and Corporate Governance— Committees of Our Board of Directors," "Board and Committee Operations—Corporate Governance and Nominating Committee—Nomination Process" and "— Proxy Access" in the [removed: 2023] [added: 2024] Proxy Statement is hereby incorporated by reference.

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation [removed: Tables,"] [added: Tables" (other than "Pay vs. Performance"),] "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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2022:][added: 2023:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 7,866,000] [added: 6,056,000] | | | | | | | | | | | | [removed: $58.10] [added: $53.35] | | | | | | | | | | | | [removed: 3,837,000] [added: 2,747,000] | | | | | |

Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 1,692,000] [added: 589,000] shares reserved for outstanding stock option awards, (ii) [removed: 1,533,000] [added: 1,414,000] shares reserved for performance share awards granted in [removed: 2022,] [added: 2023,] (iii) [removed: 2,148,000] [added: 1,346,000] shares reserved for performance share awards granted in [removed: 2021,] [added: 2022,] (iv) [removed: 1,836,000] [added: 2,129,000] shares reserved for performance share awards granted in [removed: 2020] [added: 2021] and (v) [removed: 657,000] [added: 578,000] 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: 2,928,000] [added: 2,001,000] under the 2015 Incentive Shares Plan, (ii) [removed: 830,000] [added: 689,000] under the 2006 Incentive Shares Plan, and (iii) [removed: 79,000] [added: 57,000] under the Restricted Stock Plan for Non-Management Directors.

Information regarding stock option plans and incentive shares plans is set forth in Note [removed: 15.][added: 17.]

| Total | | | | | | 6,056,000 | | | | | | | | | | | | $53.35 | | | | | | | | | | | | 2,747,000 | | | | | |

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

Party Transactions" and "—Director Independence" in the [removed: 2023] [added: 2024] Proxy Statement is hereby incorporated by reference.

Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2023] [added: 2024] Proxy Statement is hereby incorporated by reference.

4(a) [Indenture dated as of December 10, 1998, between Emerson Electric Co. [removed: and Wells] [added: and](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt) [Computershare Trust Company, N.A., as successor to](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt) [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 [removed: Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 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.]

[added: Emerson Electric Co. 1998 Form 10-K, File No.] 1-278, Exhibit [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. 1-278, Exhibit] 4.3, *Form of 2.800% Notes due 2051, incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.4.

4(b) [Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric [removed: Co., Wells] [added: Co.,](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm) [Computershare Trust Company, N.A., as successor to](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm) [Wells] Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm), incorporated by reference to the Company's Form 8-K dated May 15, 2019, filed on May 17, 2019, File No. 1-278, Exhibit 4.4.

21 [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit21fy22.htm)][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit21fy23.htm)]

23 [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit23fy22.htm)][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit23fy23.htm)]

24 [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit24fy22.htm)][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit24fy23.htm)]

31 [Certifications pursuant to Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260422000041/exhibit31fy22.htm)][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit31fy23.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/32604/000003260422000041/exhibit32fy22.htm)][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit32fy23.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: 2020, 2021] [added: 2021, 2022] and [removed: 2022,] [added: 2023,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2020,] 2021, [added: 2022,] and [removed: 2022] [added: 2023] (iii) Consolidated Balance Sheets at September 30, [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2020, 2021] [added: 2021, 2022] and [removed: 2022,] [added: 2023,] (v) Consolidated Statements of Cash Flows for the years [removed: ended September 30, 2020, 2021 and 2022, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2022.]

2(e) [Agreement and Plan of Merger, dated as of April 12, 2023, among Emerson Electric Co., Emersub CXIV, Inc., and National Instruments Corporation*,](http://www.sec.gov/Archives/edgar/data/32604/000095010323005685/dp192144_ex0201.htm) incorporated by reference to the Company’s Form 8-K, filed on April 12, 2023, File No. 1-278, Exhibit 2.1.

10(m) [Credit Agreement dated as of February 17, 2023.](http://www.sec.gov/Archives/edgar/data/32604/000110465923023788/tm237322d1_ex10-1.htm)[,](http://www.sec.gov/Archives/edgar/data/32604/000110465923023788/tm237322d1_ex10-1.htm) incorporated by reference to the Company’s Form 8-K, filed on February 21, 2023, File No. 1-278, Exhibit 10.1.

10(r)* [Letter Agreement dated November 16, 2022 between Emerson Electric Co. and Mark J.

Bulanda, signed November 22, 2022.](http://www.sec.gov/Archives/edgar/data/32604/000119312522293383/d427018dex101.htm), incorporated by reference to the Company’s Form 8-K, filed on November 28, 2022, File No. 1-278, Exhibit 10.1.

10(s)* [Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Forms](https://www.sec.gov/Archives/edgar/data/32604/000003260423000010/exhibit10a.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2022, File No. 1-278, Exhibit 10(a).

10(t)* [Amended and Restated Restricted Stock Plan for Non-Management Directors and Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors](https://www.sec.gov/Archives/edgar/data/32604/000003260423000010/exhibit10b.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2022, File No. 1-278, Exhibit 10(b).

10(u)* [Emerson Electric Co. Annual Cash Incentive Plan and Form of Acceptance of Award, incorporated by reference to the Company’s Form 10-Q, filed on February 8, 2023, File No. 1-278, Exhibit 10(c).](http://www.sec.gov/Archives/edgar/data/32604/000003260423000010/exhibit10c.htm)

10(v)* [Letter Agreement dated May 2, 2023 between Emerson Electric Co. and Frank J.

Dellaquila.](http://www.sec.gov/Archives/edgar/data/32604/000119312523133091/d476266dex101.htm), incorporated by reference to the Company’s Form 8-K, filed on May 3, 2023, File No. 1-278, Exhibit 10.1.

97 [I](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit97fy23.htm)[ncentive Compensation Recovery (Clawback) Policy](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit97fy23.htm)

ended September 30, 2021, 2022 and 2023, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2023.

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 Co, Form 8-K dated May 23, 2018 and filed May 29, 2018, File No. 1-278, Exhibit 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: Senior] Executive Vice President and | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 14, 2022,] [added: 13, 2023,] by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ [removed: F.] [added: M.] J. [removed: Dellaquila] [added: Baughman] | | | | | | [removed: Senior] Executive Vice [removed: President and] [added: President,] Chief Financial Officer [added: and Chief Accounting Officer] | | |

| L. [added: M.] Lee | | | | | | | | |

| | | | By | | | /s/ M. J. Baughman | | | | | |

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

| | | | | | | November 13, 2023 | | | | | |

| L. Goncalves | | | | | | | | |

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

| J. M. McKelvey | | | | | | | | |

| * By | | | /s/ | | | M. J. Baughman | | | | | |

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

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

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

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

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

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

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

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