Emerson Electric (EMR) 10-K risk factor changes: FY2024 vs FY2023

[removed: Our businesses are] largely dependent on the current and future business environment, including capital and consumer spending.

[added: Our businesses are affected by varying degrees of technological change, such as, among others, artificial intelligences and machine learning, 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.

In [removed: 2023] [added: 2024] and in past years, we have made various acquisitions and divestitures, including our acquisition of National [removed: Instruments which closed after year-end,] [added: Instruments,] our divestiture of [removed: a majority stake in] the Climate Technologies business (now renamed Copeland), and our majority stake in Aspen [removed: Technology, Inc., and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.]

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, [added: its customers and/or its third-party service providers.]

*Our Products and Services are Highly Sophisticated and Specialized, and a Major Product Failure or Similar Event Caused by Defects, Cybersecurity Incidents or Other [removed: Failures,] [added: Failures] Could Adversely Affect Our Business, Reputation, Financial Position and Results of Operations*

While we have built operational processes to ensure that our product design, manufacture, performance and servicing meet rigorous quality standards, there can be no assurance that we or our customers or other third parties will not experience operational process or product [removed: failures and other problems, including through manufacturing or design defects, process or other failures of contractors or third-party suppliers, cybersecurity incidents or other intentional acts, that could result in potential product, safety, regulatory or environmental risks.]

Changes in laws or policies [added: (including their interpretations)] governing the terms of foreign trade, trade restrictions or barriers, tariffs or taxes, trade protection measures, and retaliatory countermeasures, including on imports from countries where we manufacture products, could adversely impact our business and financial results.

The Company’s effective tax rate, cash flows and operating results could be affected by changes in the mix of earnings in countries with different statutory tax rates, as well as by changes in the local tax laws and regulations, or the interpretations [removed: thereof.][added: thereof, including multiple, overlapping tax regimes enacted as part of the Organization for Economic Cooperation and Development proposals that implement a global minimum tax.]

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money [removed: laundering, due to our global operations.]

We are, and may in the future be, a party to a number of legal proceedings and claims, including those involving intellectual property, [added: commercial transactions, government contracts, the integration of emerging technologies (for example, artificial intelligence and machine learning, among others), M&A, employment, employee benefit plans, antitrust, anti-corruption, accounting, import and export, health and safety matters,] product liability (including asbestos) and environmental matters, several of which claim, or may in the future claim, significant damages.

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 [added: other costs or damages under environmental laws.]

Our businesses are

Technology, Inc., and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.

*Our Portfolio Actions Including the Proposed Acquisition of the Remaining Interest in AspenTech Not Already Owned by the Company and the Process to Explore Strategic Alternatives for the Company's Safety & Productivity Segment May Not Be Completed or Completed on the Terms and Conditions Contemplated, or With the Expected Benefits*

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion, and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions.

We can make no assurance as to the completion, terms, timing, costs or benefits anticipated from any such transactions.

Unforeseen developments, including delays in obtaining various tax, regulatory and other approvals, could delay any such transactions, or cause one or more of them to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

We anticipate that the risk of cybersecurity attacks will increase as artificial intelligence capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks, with the possibility of additional vulnerabilities being introduced through our own use of artificial intelligence and its use by our stakeholders, including vendors and customers, among others.

failures and other problems, including through manufacturing or design defects, process or other failures of contractors or third-party suppliers, cybersecurity incidents or other intentional acts, that could result in potential product, safety, regulatory or environmental risks.

laundering, due to our global operations.

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

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.

*The Coronavirus (COVID-19) Outbreak Adversely Impacted our Business and 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) significantly increased economic, demand and operational uncertainty.

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.

Any future pandemics or public health emergencies could result in disruptions to our manufacturing operations, including higher rates of employee absenteeism, and supply chain, which could negatively impact our ability to meet customer demand.

The extent to which 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 would depend on future developments, including the spread and duration of any such virus and the variants, potential actions taken by governmental authorities, and how quickly economic conditions stabilize and recover.

other costs or damages under environmental laws.

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

[removed: Management believes that presenting earnings, earnings per share, return on common stockholders' equity and return on total capital] [added: share] excluding these items is more representative of the Company’s operational performance and may be more useful for investors (U.S. GAAP measures: *earnings, earnings per [removed: share, return on common stockholders’ equity, return on total capital*).][added: share*).]

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, [added: and] dividends as a percent of free cash flow is an indicator of the Company's ability to support its dividend, [removed: 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: 2023] [added: 2024] 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: 2023.][added: 2024.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 22] [added: 23] vs. [removed: 21] [added: 22] | | | | | | [removed: 23] [added: 24] vs. [removed: 22] [added: 23] | | |

| Net sales | | | $ | [removed: 12,932] [added: 13,804] | | | | | [removed: 13,804] [added: 15,165] | | | | | | [removed: 15,165] [added: 17,492] | | | | | | [removed: 7] [added: 10] | | % | | | | [removed: 10] [added: 15] | | % |

| Gross profit | | | $ | [removed: 5,730] [added: 6,306] | | | | | [removed: 6,306] [added: 7,427] | | | | | | [removed: 7,427] [added: 8,885] | | | | | | [removed: 10] [added: 18] | | % | | | | [removed: 18] [added: 20] | | % |

| *Percent of sales* | | | [removed: *44.3*] [added: *45.7*] | | *%* | | | | [removed: *45.7*] [added: *49.0*] | | *%* | | | | [removed: 49.0] [added: 50.8] | | % | | | | [removed: 1.4] [added: 3.3] pts | | | | | | [removed: 3.3] [added: 1.8] pts | | |

| SG&A | | | $ | [removed: 3,494] [added: 3,614] | | | | | [removed: 3,614] [added: 4,186] | | | | | | [removed: 4,186] [added: 5,142] | | | | | | | | | | | | | | |

| *Percent of sales* | | | [removed: *27.0*] [added: *26.2*] | | *%* | | | | [removed: *26.2*] [added: *27.6*] | | *%* | | | | [removed: 27.6] [added: 29.4] | | % | | | | [removed: (0.8)] [added: 1.4] pts | | | | | | [removed: 1.4] [added: 1.8] pts | | |

| Gain on subordinated interest | | | $ | [removed: —] [added: (453)] | | | | | [removed: (453)] [added: (161)] | | | | | | [removed: (161)] [added: (79)] | | | | | | | | | | | | | | |

| Other deductions, net | | | $ | [removed: 319] [added: 519] | | | | | [removed: 519] [added: 506] | | | | | | [removed: 683] [added: 1,434] | | | | | | | | | | | | | | |

| *Amortization of intangibles* | | | *$* | [removed: *277*] [added: *336*] | | | | | [removed: *336*] [added: *482*] | | | | | | [removed: 482] [added: 1,077] | | | | | | | | | | | | | | |

| *Restructuring costs* | | | *$* | [removed: *132*] [added: *75*] | | | | | [removed: *75*] [added: *72*] | | | | | | [removed: 72] [added: 228] | | | | | | | | | | | | | | |

| Interest expense, net | | | $ | [removed: 155] [added: 194] | | | | | [removed: 194] [added: 34] | | | | | | [removed: 34] [added: 175] | | | | | | | | | | | | | | |

| Interest income from related party | | | $ | — | | | | | [removed: —] [added: (41)] | | | | | | [removed: (41)] [added: (86)] | | | | | | | | | | | | | | |

| Earnings from continuing operations before income taxes | | | $ | [removed: 1,762] [added: 2,432] | | | | | [removed: 2,432] [added: 2,903] | | | | | | [removed: 2,726] [added: 2,020] | | | | | | [removed: 38] [added: 19] | | % | | | | [removed: 12] [added: (30)] | | % |

| Earnings from continuing operations common stockholders | | | $ | [removed: 1,414] [added: 1,886] | | | | | [removed: 1,886] [added: 2,286] | | | | | | [removed: 2,152] [added: 1,618] | | | | | | [removed: 33] [added: 21] | | % | | | | [removed: 14] [added: (29)] | | % |

| Net earnings common stockholders | | | $ | [removed: 2,303] [added: 3,231] | | | | | [removed: 3,231] [added: 13,219] | | | | | | [removed: 13,219] [added: 1,968] | | | | | | [removed: 40] [added: 309] | | % | | | | [removed: 309] [added: (85)] | | % |

| *Percent of sales* | | | [removed: *17.8*] [added: *23.4*] | | *%* | | | | [removed: *23.4*] [added: *87.2*] | | *%* | | | | [removed: 87.2] [added: 11.2] | | % | | | | [removed: 5.6] [added: 63.8] pts | | | | | | [removed: 63.8] [added: (76.0)] pts | | |

| Diluted EPS – Earnings from continuing operations | | | $ | [removed: 2.35] [added: 3.16] | | | | | [removed: 3.16] [added: 3.96] | | | | | | [removed: 3.72] [added: 2.82] | | | | | | [removed: 34] [added: 25] | | % | | | | [removed: 18] [added: (29)] | | % |

| Diluted EPS – Net earnings | | | $ | [removed: 3.82] [added: 5.41] | | | | | [removed: 5.41] [added: 22.88] | | | | | | [removed: 22.88] [added: 3.43] | | | | | | [removed: 42] [added: 323] | | % | | | | [removed: 323] [added: (85)] | | % |

| Adjusted Diluted EPS – Earnings from continuing operations | | | $ | [removed: 3.01] [added: 3.64] | | | | | [removed: 3.64] [added: 4.44] | | | | | | [removed: 4.44] [added: 5.49] | | | | | | [removed: 21] [added: 22] | | % | | | | [removed: 22] [added: 24] | | % |

Net earnings from continuing operations attributable to common stockholders were [removed: $2,152] [added: $1,618] in [removed: 2023, up 14] [added: 2024, down 29] percent compared with prior year earnings of [removed: $1,886,] [added: $2,286,] and diluted earnings per share from continuing operations were [removed: $3.72, up 18] [added: $2.82, down 29] percent versus [removed: $3.16] [added: $3.96] in [removed: 2022.][added: 2023.]

Adjusted diluted earnings per share from continuing operations were [removed: $4.44] [added: $5.49] compared with [removed: $3.64] [added: $4.44] in the prior year, reflecting [removed: strong] sales growth and [added: strong] operating [removed: performance.][added: performance, as well as a $0.45 contribution from Test & Measurement.]

[removed: The Company generated operating] [added: Operating] cash flow from continuing operations [removed: of] [added: for 2023 was] $2.7 [removed: billion in 2023,] [added: billion,] an increase of [removed: $678, or 33 percent,] [added: 32 percent compared to $2.0 billion in 2022,] reflecting higher earnings (excluding the impacts in both years from the Vertiv subordinated interest gains and higher Heritage AspenTech intangibles amortization in [removed: the current year).][added: 2023).]

[added: |] Adjusted diluted earnings [removed: per share] from continuing operations [removed: excludes intangibles][added: per share | | | | | | $ | 3.64 | | | | | 4.44 | | | | | | 5.49 | | |]

[added: Adjusted diluted earnings per share from continuing operations excludes intangibles] amortization expense, restructuring expense, first year purchase accounting related items and transaction-related costs, 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: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Diluted earnings from continuing operations per share | | | | | | $ | [removed: 2.35] [added: 3.16] | | | | | [removed: 3.16] [added: 3.96] | | | | | | [removed: 3.72] [added: 2.82] | | |

| Amortization of intangibles | | | | | | [removed: 0.38] [added: 0.45] | | | | | | [removed: 0.45] [added: 0.62] | | | | | | [removed: 0.62] [added: 1.43] | | |

| Restructuring and related costs | | | | | | [removed: 0.21] [added: 0.14] | | | | | | 0.14 | | | | | | [removed: 0.14] [added: 0.33] | | |

| Acquisition/divestiture costs and pre-acquisition interest on AspenTech debt [added: (in 2022)] | | | | | | [removed: —] [added: 0.15] | | | | | | [removed: 0.15] [added: 0.13] | | | | | | [removed: 0.13] [added: 0.26] | | |

| Gain on subordinated interest | | | | | | [removed: —] [added: (0.60)] | | | | | | [removed: (0.60)] [added: (0.21)] | | | | | | [removed: (0.21)] [added: (0.10)] | | |

| National Instruments investment gain | | | | | | — | | | | | | [removed: —] [added: (0.07)] | | | | | | [removed: (0.07)] [added: —] | | |

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

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

| Interest income on undeployed proceeds from Copeland transaction | | | | | | — | | | | | | [removed: —] [added: (0.19)] | | | | | | [removed: (0.19)] [added: —] | | |

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

Management believes that presenting earnings and earnings per

| Loss on Copeland note receivable | | | $ | — | | | | | — | | | | | | 279 | | | | | | | | | | | | | | |

| *Percent of sales* | | | *17.6* | | *%* | | | | *19.1* | | *%* | | | | 11.5 | | % | | | | 1.5 pts | | | | | | (7.6) pts | | |

| *Percent of sales* | | | *13.7* | | *%* | | | | *15.1* | | *%* | | | | 9.2 | | % | | | | 1.4 pts | | | | | | (5.9) pts | | |

On October 11, 2023, the Company completed the acquisition of National Instruments Corporation ("NI"), which is now referred to as Test & Measurement and reported as a new segment in the Software and Control business group.

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

See Note 4.

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024.

Upon entering into the note agreement, the Company recorded a pretax loss in continuing operations of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price, while the Company recognized a gain of $539 ($435 after-tax) in discontinued operations upon the sale of the common equity interest.

In addition, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented.

See Notes 5 and 8 for further detail.

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were up 6 percent.

The Test & Measurement acquisition added 9.5 percent and the divestiture of Metran, Emerson's Russia-based manufacturing subsidiary, deducted 0.5 percent.

The decrease was primarily due to purchase accounting related impacts from the NI acquisition and higher associated restructuring charges, and the loss on the sale of the Copeland note receivable.

The Company generated operating cash flow from continuing operations of $3.3 billion in 2024, an increase of $607, or 22 percent, reflecting higher earnings (excluding the impact of non-cash items related to the NI acquisition and the loss on the Copeland note receivable).

| Amortization of acquisition-related inventory step-up | | | | | | — | | | | | | — | | | | | | 0.38 | | |

| Loss on divestiture of businesses | | | | | | — | | | | | | — | | | | | | 0.09 | | |

| Loss on Copeland note receivable | | | | | | — | | | | | | — | | | | | | 0.38 | | |

| Discrete taxes | | | | | | — | | | | | | — | | | | | | (0.10) | | |

| | | | | | | 2023 | | | | | | 2024 | | |

| Operations | | | | | | 0.77 | | | | | | 1.06 | | |

The Test & Measurement acquisition added 9.5 percent and the divestiture of Metran deducted 0.5 percent.

U.S. exports of $1.3 billion were up 26 percent compared with 2023.

On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion.

The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock.

The proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions or as to any of the terms or conditions of such transactions.

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

Subsequently, on June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion and the transactions were completed in August 2024.

See Notes 5 and 8 and the discussion below for further details.

Industrial Software Business”), along with approximately $6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech" (defined as "AspenTech" herein).

Cost of sales for 2024 were $8,607, an increase of $869 compared with $7,738 in 2023, reflecting the impact of higher volume and the Test & Measurement acquisition.

Gross profit was $8,885 in 2024 compared to $7,427 in 2023, while gross margin increased 1.8 percentage points to 50.8 percent, reflecting the Test & Measurement acquisition and higher price partially offset by the impact from acquisition-related inventory step-up amortization of $231, which negatively impacted margins by approximately 1.3 percentage points.

SG&A expenses of $5,142 in 2024 increased $956 compared with 2023 and SG&A as a percent of sales increased 1.8 percentage points to 29.4 percent, reflecting the impact of the Test & Measurement acquisition, partially offset by strong operating leverage on higher sales.

SALE OF COPELAND NOTE RECEIVABLE AND EQUITY INTEREST

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024.

Upon entering into the note agreement, the Company recorded a pretax loss in continuing operations of $279 ($217 after-tax, $0.38 per share) to adjust the carrying value of the note to $1.9 billion to reflect the transaction price, while the Company recognized a gain of $539 ($435 after-tax) in discontinued operations upon the sale of the common equity interest.

In addition, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented.

Other deductions, net were $1,434 in 2024, an increase of $928 compared with 2023.

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

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

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

| Return on common stockholders' equity | | | 25.2 | | % | | | | 31.9 | | % | | | | 85.1 | | % | | | | 6.7 pts | | | | | | 53.2 pts | | |

| Return on total capital | | | 18.1 | | % | | | | 20.4 | | % | | | | 66.5 | | % | | | | 2.3 pts | | | | | | 46.1 pts | | |

Overall, sales for 2023 were $15.2 billion, up 10 percent compared with the prior year, reflecting strong growth across the majority of the Company's business segments and all geographies.

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

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

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

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

The Heritage AspenTech acquisition

added 3 percent and foreign currency translation deducted 3 percent.

U.S. exports of $1.0 billion were up 51 percent compared with 2021, including an increase of approximately $200 due to the Heritage AspenTech acquisition.

On October 1, 2020, the Company completed the acquisition of 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.

This business had net sales of $191 in 2021 and is now reported in the AspenTech segment.

Cost of sales for 2022 were $7,498, an increase of $296 compared with $7,202 in 2021, primarily due to higher sales volume and higher materials costs.

Gross profit was $6,306 in 2022 compared to $5,730 in 2021, while gross margin increased 1.4 percentage points to 45.7 percent.

The Heritage AspenTech acquisition benefited gross margin 0.9 percentage points and favorable mix also contributed to the increase.

Price less net material inflation was favorable but had a slightly dilutive impact on margins, while higher freight and other inflation also negatively impacted margins.

SG&A expenses of $3,614 in 2022 increased $120 compared with 2021, reflecting the impact of higher sales and higher wage and other inflation.

SG&A as a percent of sales decreased 0.8 percentage points to 26.2 percent, reflecting lower stock compensation expense of $72 due to a lower share price in 2022 (0.6 percentage points) and leverage on higher sales.

Based on the terms of the agreement and the current calculation, the Company could receive additional distributions of approximately $40.

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

Other deductions, net were $519 in 2022, an increase of $200 compared with 2021, reflecting a charge of $145 related to the Company exiting its business in Russia ($10 of which is reported in restructuring costs), acquisition/divestiture costs of $91, higher intangibles amortization of $59, primarily related to the Heritage AspenTech acquisition, and a mark-to-market loss of $50 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price.

These items were partially offset by lower restructuring costs of $57.

The increase in 2022 compared to 2021 reflects the issuance of $3 billion of long-term debt in December 2021 to support the AspenTech transaction, partially offset by $500 of notes that matured in the first quarter of 2022.

Pretax earnings from continuing operations of $2,432 increased $670 in 2022, up 38 percent compared with 2021, reflecting the impact of the Vertiv gain discussed above and strong earnings, which increased $340 in Intelligent Devices and increased $74 in Software and Control.

The rate in 2022 reflected the impact of the Russia business exit which was essentially offset by a benefit related to the completion of tax examinations.

Net earnings from continuing operations attributable to common stockholders in 2022 were $1,886, up 33 percent compared with 2021, and diluted earnings per share from continuing operations were $3.16, up 34 percent compared with $2.35 in 2021.

Results reflected strong operating results and included a gain of $0.60 per share related to the Company's subordinated interest in Vertiv.

| Twelve Months Ended September 30 | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 22 vs. 21 | | | | | | 23 vs. 22 | | |

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

| Loss on Copeland equity method investment | | | — | | | | | | — | | | | | | 177 | | | | | | | | | | | | | | |

| OSI first year acquisition accounting charges | | | 50 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

RETURNS ON EQUITY AND TOTAL CAPITAL

Return on common stockholders' equity (net earnings attributable to common stockholders divided by average common stockholders' equity) was 85.1 percent in 2023 compared with 31.9 percent in 2022 and 25.2 percent in 2021.

Return on total capital (computed as net earnings attributable to common stockholders excluding after-tax net interest expense, divided by average common stockholders' equity plus short- and long-term debt less cash and short-term investments) was 66.5 percent in 2023 compared with 20.4 percent in 2022 and 18.1 percent in 2021.

The higher returns in 2023 included the impact of the after-tax gain from the Copeland transaction (approximately $8.4 billion), the after-tax gain on the InSinkErator divestiture (approximately $2.1 billion), the Vertiv subordinated interest after-tax gain of $122, the National Instruments investment after-tax gain of $43, the after-tax loss on the Copeland equity method investment of $134, after-tax acquisition/divestiture costs of $78, and the Russia business exit after-tax loss of $47.

The higher returns in 2022 included the impact of the Vertiv subordinated interest after-tax gain of $358, the after-tax gain on the Therm-O-Disc divestiture of $429, after-tax acquisition/divestiture costs of $93 (including amounts reported in discontinued operations), and the Russia business exit after-tax loss of $190.

Excluding these items in both years, return on common stockholders' equity was 17.9 percent and 26.9 percent in 2023 and 2022, respectively, and return on total capital was 14.0 percent and 17.4 percent, respectively.

Sales by geographic destination in [removed: 2023] [added: 2024] were: the Americas, [removed: 51] [added: 50] percent; Asia, Middle East & Africa, 30 percent (China, [removed: 12] [added: 11] percent); and Europe, [removed: 19] [added: 20] percent.

Over the past [removed: two] [added: three] 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 [added: cohesive,] higher growth and [removed: cohesive] [added: higher margin] industrial technology portfolio as a global automation leader serving a diversified set of end markets.

The Company’s recent portfolio actions include the following [removed: transactions:][added: transactions (note that all dollars in Item 1 are in millions, except where noted):]

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 [removed: mllion] for the 12 months ended September 30, 2023.

- On May 31, 2023, the Company completed the [removed: previously announced] sale of a majority stake in its Climate Technologies business (which constitutes the former Climate Technologies segment, excluding Therm-O-Disc which was divested earlier in [removed: 2022)] [added: 2022; the new standalone business is named Copeland)] to private equity funds managed by Blackstone in a $14.0 billion transaction.

Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion and a note receivable with a face value of $2.25 [removed: billion (which will accrue 5 percent interest payable in kind by capitalizing interest),] [added: billion,] while retaining a 40 percent non-controlling common equity interest in a new standalone joint venture between Emerson and Blackstone.

[removed: In addition, as] [added: As] a result of its portfolio [removed: transformation,] [added: transformation discussed above,] the Company now reports [removed: six] [added: seven] segments and two business groups, which are highlighted in the table below (see Note 20 for further details).

Beginning in 2024, the Company [removed: will report] [added: reports] NI (which [removed: will be renamed] [added: is now referred to as] Test & Measurement) as a new segment in the Software and Control business group.

| | | | •Measurement & Analytical | | | | | | [removed: •AspenTech] [added: •Test & Measurement] | | | | | |

| | | | •Discrete Automation | | | | | | [added: •AspenTech] | | | | | |

The [removed: Company sells products] [added: Company's comprehensive automation portfolio includes intelligent devices, control systems] and [added: design and optimization software] solutions [removed: that] [added: to] support [removed: customers in] a [removed: variety] [added: diverse set] of [removed: end markets,] [added: industries and infrastructure,] 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.

These solutions respond to commands from a control system to continuously and precisely control and regulate the flow of liquids or gases to achieve safe operation along with [removed: reliability] [added: reliability, sustainability] and optimized performance.

[removed: The instrumentation transfers] [added: These devices transfer] data [added: and asset management information] to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, [removed: reliability] [added: reliability, sustainability] and safety.

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 [removed: solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.]

The Safety & Productivity segment [removed: offers] [added: delivers] tools for professionals and homeowners that [added: support infrastructure,] promote safety and [added: enhance] productivity.

Pipe-working tools include pipe [removed: wrenches, pipe] [added: wrenches and] cutters, pipe threading and roll grooving equipment, [added: battery hydraulic tools for press connections, drain cleaners and diagnostic systems, including sewer inspection cameras and locating equipment.]

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

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

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

This business [removed: will be] [added: is now] referred to as Test & Measurement and [added: is] reported as a new segment in the Software and Control business group in 2024.

The Test & Measurement [removed: platform] [added: business] spans the full range of customer needs including modular instrumentation, data acquisition and control solutions, and general-purpose development software.

Total spending for R&D, engineering expense and customer-funded engineering and development was [removed: 6.9] [added: 8.1] percent of sales in [removed: 2023] [added: 2024] compared to [added: 6.9 percent in 2023 and] 6.3 percent in 2022.

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

The Company’s estimated consolidated order backlog was [removed: $7.8] [added: $8.4] billion and [removed: $7.0] [added: $7.8] billion at September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, of which approximately [removed: $1.2] [added: $1.3] billion and [removed: $1.1] [added: $1.2] billion related to [removed: AspenTech.][added: AspenTech, while approximately $400 was attributable to Test & Measurement.]

Backlog by business group at September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] follows (dollars in millions):

| Intelligent Devices | | | $ | [removed: 3,930] [added: 4,471] | | | | | [removed: 4,471] [added: 4,491] | | |

| Software and Control | | | [removed: 3,058] [added: 3,302] | | | | | | [removed: 3,302] [added: 3,957] | | |

| Total Backlog | | | $ | [removed: 6,988] [added: 7,773] | | | | | [removed: 7,773] [added: 8,448] | | |

The Company continually works to minimize the environmental impact of its operations through safe [removed: technologies, facility design and operating procedures.]

In [removed: 2023,] [added: 2022, Emerson introduced *Let's Go*,] the [removed: Company launched its] [added: Company's] first-ever employee value [removed: proposition, *Let's Go,* which serves as an invitation to employees] [added: proposition (EVP), inviting our global workforce] and potential [removed: employees] [added: hires] to join [removed: the Company] in [removed: our bold aspiration to create a] [added: making the world] healthier, safer, smarter and more [removed: sustainable world.][added: sustainable.]

The skills, experience and industry knowledge of [added: key employees significantly benefit Emerson's operations and performance.]

[removed: The Company] [added: Emerson] supports and develops its employees through global training and development programs that build and strengthen [removed: employees’] [added: employees'] leadership and professional skills.

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

In [removed: 2023,] [added: 2024,] the Company's total recordable rate of injuries was 0.30, and its lost or restricted workday case rate was 0.22 (both measured as the number of incidents per 100 employees).

We have identified other human capital priorities, including, among other things, providing competitive wages and benefits and promoting an inclusive [removed: work environment.][added: culture.]

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

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

Overall, women represent 33 percent of our global workforce and [removed: 23] [added: 24] percent of leadership positions are held by women.

In the U.S., minorities represent [removed: 35] [added: 36] percent of our workforce and [removed: 21] [added: 23] percent of our leadership positions.

Subsequently, in August 2024, Emerson sold its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and sold the note receivable to Copeland for $1.9 billion.

- On November 5, 2024, the Company announced a proposal to acquire all outstanding shares of common stock of AspenTech not already owned by Emerson for $240 per share in cash, which implies a fully diluted market capitalization for AspenTech of $15.3 billion and an enterprise value of $15.1 billion.

The Company currently owns approximately 57 percent of AspenTech's outstanding shares of common stock.

The proposal is not subject to any financing condition and would be financed from cash on hand, committed lines of credit and/or other available sources of financing.

Also on November 5, 2024, the Company announced that it is exploring strategic alternatives, including a cash sale, for its Safety & Productivity segment.

No assurance can be given whether the proposal or the review will lead to one or more transactions or as to any of the terms or conditions of such transactions.

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

This includes the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, and have now been reclassified and reported as discontinued operations for all periods presented (see Note 5).

solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries.

These technologies determine optimal settings with software based on a customer's specific algorithms and use that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency, sustainability and safety.

| | | | 2023 | | | | | | 2024 | | |

technologies, facility design and operating procedures.

Building on this momentum, Emerson in 2024 focused on activating its EVP among employees by further defining it across five key cultural areas: Legacy of Innovation; Challenging, Purposeful Work; Diverse People, Working Together; Limitless Growth; and Global and Local Impact.

Collectively, these five areas form Emerson's differentiated employee experience.

By substantiating progress and achievements in each of these areas, the Company is strengthening its culture and enabling its EVP to be considered at every touchpoint of the employee lifecycle and experience - from HR programs to the actions of leaders, behavioral norms and physical work environment.

To assess and improve employee retention and engagement, Emerson implemented a globally consistent, digital continuous listening strategy in 2023 through which all employees across the Company are surveyed annually and their feedback is used to drive actions that address areas of employee interest and concern.

In 2024, 89 percent of employees participated (up from 85 percent in 2023) and Emerson's overall engagement score increased to 79 percent (up from 78 percent).

In addition, Emerson's inclusion index score increased by 3.5 percentage points to 79 percent.

We are proud to have been named to Fortune Magazine's "America's Most Innovative Companies" list for 2023 and as a "Best Employer for Diversity" by Forbes in 2022.

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 2022 net sales of approximately $5.0 billion.

The new standalone business is named Copeland.

This business had net sales of $630 million in 2022.

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).

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

In 2023, freight costs and service levels returned to pre-pandemic levels, while the supply chain improved, including the availability of electronic components.

sufficient quantities.

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

We believe the Company’s success depends on our ability to attract, develop and retain key personnel.

key employees significantly benefit our operations and performance.

To assess and improve employee retention and engagement, the Company surveys employees with the assistance of third-party consultants, and takes actions to address areas of employee concern.

In 2023, we initiated a continuous listening strategy, with more than 85 percent of employees participating in the survey and an overall engagement score of 78 percent.

The categories of safety, well-being, growth and development, and access to resources and support earned the most favorable scores.

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

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

We continue to make progress on our goals and were named a “Best Employer for Diversity” by Forbes.

The Company also added ESG targets, including GHG reduction targets, as a component in the determination of annual bonuses for leadership beginning in 2022.

For the fiscal year ended September 30, [removed: 2023][added: 2024]

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

Common stock outstanding at October 31, [removed: 2023: 570.1] [added: 2024: 570.2] million shares.

Portions of Emerson Electric Co. Notice of [removed: 2024] [added: 2025] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof.

March 31, 2024: $64.8 billion.

| 0.375% Notes due 2024 | | | EMR 24 | | | New York Stock Exchange | | |

March 31, 2023: $49.6 billion.

Emerson has a cybersecurity risk management program that is designed to assess, identify, manage, and govern material risks from cybersecurity threats.

Emerson maintains oversight of its cybersecurity risk management program through a governance structure that includes senior management, the Audit Committee and the Board of Directors (the “Board”).

Emerson’s cybersecurity risk management program leverages multiple layers of security controls across the Company’s systems designed to establish risk treatment plans and regularly monitor risks.

Emerson maintains cybersecurity policies and standards aligned with industry standard control frameworks and applicable regulations, laws and standards, and a global incident response plan.

Emerson’s Board directly, or through its appropriate committees, provides oversight of management’s efforts to mitigate cybersecurity risk and response to cyber incidents.

The Board and/or its appropriate committees receive regular updates on cybersecurity from management and engage in discussions throughout the year, including with subject-matter experts as appropriate, on the function of the Company’s overall cybersecurity program, cybersecurity risks, strategies for addressing these risks and the implementation thereof.

The Audit Committee has oversight responsibility for the Company’s enterprise cybersecurity risks.

The Board also receives reports on cyber events, as appropriate, including response efforts, legal obligations and outreach and notification to regulators and/or customers when needed, as well as provide guidance to management as appropriate.

Emerson’s Chief Information Security Officer, who has over twenty-five years’ experience in information technology within the engineering and technology industries, with the last fourteen years dedicated to cybersecurity, oversees the Company’s enterprise cybersecurity risk management program.

The Chief Information Security Officer leads the global enterprise security team responsible for leading enterprise-wide information security strategy, architecture, processes, as well as assessing, identifying, and managing cybersecurity risks, which is an integrated aspect of our overall enterprise risk management program.

The Chief Information Security Officer provides regular updates to senior management on key security performance indicators of our enterprise cybersecurity program.

The Chief Information Security Officer also provides quarterly briefings on cybersecurity to the Audit Committee.

Emerson maintains a centralized 24x7x365 global incident response operation, managed by the global enterprise security team, supported by leading cybersecurity tools that detect and respond to threats as they occur.

Every detected cyber incident is reviewed and assessed by Emerson’s Computer Incident Response Team in accordance with our incident response plan, which contains documented escalation paths and is regularly tested.

Emerson engages independent third-party cybersecurity experts to evaluate our cybersecurity maturity and test effectiveness of overall cybersecurity controls.

To test and reinforce Emerson’s internal cybersecurity processes, the Company utilizes an accredited and independent third party to audit and certify key elements of our primary data centers, cloud environments and our enterprise IT organization.

The audits are conducted according to International Organization for Standardization (ISO) 27001 Framework, although this is not meant to imply that we meet all technical standards, specifications or requirements under ISO 27001.

In addition to performing periodic, internal security reviews, the Company also conducts cybersecurity tabletop exercises led by third party cybersecurity consulting firms from time to time, with the last such engagement occurring in 2023.

Emerson relies on third-party service providers for certain critical or key infrastructure, solutions, and services across our operations.

Emerson has an internal vendor management team that assesses risks from vendors and suppliers that provide, amongst other things, key information and supply chain services to Emerson.

Emerson maintains a Cybersecurity Awareness Team, within the global enterprise security team, responsible for driving a global information security culture through awareness and education programs.

It has created company-wide information security policies and procedures, reviews these regularly and makes them electronically available to our employees.

The team works closely with subject matter experts to create educational material and communicate best practices to the company through online training, custom video content, simulated phishing attacks and a variety of other targeted touchpoints.

To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business, our business strategy, our results of operations or financial condition.

In the event an attack or other intrusion were to be successful, we have a response team of internal and external resources engaged and prepared to respond.

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

At September 30, [removed: 2023,] [added: 2024,] the Company had approximately 130 manufacturing locations worldwide, of which approximately 40 were located in the United States and 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, [removed: 115,] [added: 120,] including [removed: 35] [added: 40] 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, [removed: 10, all] [added: 5, including 2] in the [added: Test & Measurement segment with the remaining in the] Control Systems & Software segment.

The following sets forth certain information as of November [removed: 13, 2023,] [added: 12, 2024,] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 6, 2024:][added: 4, 2025:]

| S. L. Karsanbhai | | | President and Chief Executive Officer | | | [removed: 54] [added: 55] | | | 2018 | | |

| R. R. Krishnan | | | Executive Vice President and Chief Operating Officer | | | [removed: 52] [added: 53] | | | 2021 | | |

| M. J. Baughman | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | | | [removed: 58] [added: 59] | | | 2018 | | |

| [removed: S. Y. Bosco] [added: M. Tang] | | | Senior Vice President, Chief Legal Officer | | | [removed: 65] [added: 50] | | | [removed: 2016] [added: 2024] | | |

| M. H. Train | | | Senior Vice President and Chief Sustainability Officer | | | [removed: 61] [added: 62] | | | 2016 | | |

| L. A. Flavin | | | Senior Vice President, Chief Transformation and Chief Compliance Officer | | | [removed: 58] [added: 59] | | | 2021 | | |

| P. Zornio | | | Senior Vice President and Chief Technology Officer | | | [removed: 60] [added: 61] | | | 2022 | | |

| V. Ramnath | | | Senior Vice President and Chief Marketing Officer | | | [removed: 56] [added: 57] | | | 2023 | | |

| N. Piazza | | | Senior Vice President and Chief People Officer | | | [removed: 45] [added: 46] | | | 2023 | | |

[removed: Bosco] [added: Michael Tang] was appointed [removed: to] Senior Vice President, Secretary and Chief Legal Officer in [removed: February 2023.][added: January 2024.]

Prior to his current position, Mr. Tang was Senior Vice President, General Counsel and Secretary of Agilent Technologies, Inc. Mr. Tang had been with Agilent Technologies since 2006, holding numerous roles of increasing responsibility.

INFORMATION ABOUT OUR DIRECTORS

The following sets forth certain information about the Company's Board of Directors as of November 12, 2024.

| | | | | | | | | |

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

| Name | | | Current or Former Position | | | Company | | |

| | | | | | | | | |

| James S. Turley | | | Chair of the Emerson Board, and Retired Chairman and CEO | | | Ernst & Young | | |

| | | | | | | | | |

| Mark A. Blinn | | | Former CEO, President and Director | | | Flowserve Corporation | | |

| | | | | | | | | |

| Joshua B. Bolten | | | CEO | | | Business Roundtable | | |

| | | | | | | | | |

| Calvin G. Butler | | | President and CEO | | | Exelon | | |

| | | | | | | | | |

| Martin S. Craighead | | | Former Chairman, President and CEO | | | Baker Hughes | | |

| | | | | | | | | |

| William H. Easter III | | | Former Chairman, President and CEO | | | DCM Midstream LLC | | |

| | | | | | | | | |

| Gloria A. Flach | | | Retired Corporate Vice President and Chief Operating Officer | | | Northrop Grumman | | |

| | | | | | | | | |

| Lal Karsanbhai | | | President and CEO | | | Emerson | | |

| | | | | | | | | |

| Lori M. Lee | | | CEO, AT&T Latin America and Global Marketing Officer | | | AT&T Inc. | | |

| | | | | | | | | |

| Matthew S. Levatich | | | Retired President and CEO | | | Harley-Davidson, Inc. | | |

| | | | | | | | | |

| Leticia Goncalves Lourenco | | | President, Precision Fermentation and ADM Ventures | | | Archer Daniels Midland Company | | |

| | | | | | | | | |

| James M. McKelvey | | | Co-Founder, Block (formerly Square), Founder, Invisibly, Inc., and General Partner, Fintop Capital | | | Fintop Capital | | |

Sara Y.

Prior to her current position, Ms. Bosco was Senior Vice President, Secretary and General Counsel from May 2016 through February 2023, and President, Emerson Asia-Pacific from 2008 through May 2016.

There were approximately [removed: 15,200] [added: 14,500] stockholders of record at September 30, [removed: 2023.][added: 2024.]

In March 2020, the Board of Directors authorized the purchase of 60 million shares and a total of approximately [removed: 33.3] [added: 28.9] million shares remain available under the authorization.

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

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

| 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 2024 | | | | | | | | | — | | | | | | | | | | | | $— | | | | | | | | | | | | — | | | | | | | | | 31,415 | | |

| August 2024 | | | | | | | | | 1,964 | | | | | | | | | | | | 103.75 | | | | | | | | | | | | 1,964 | | | | | | | | | 29,451 | | |

| September 2024 | | | | | | | | | 559 | | | | | | | | | | | | 100.54 | | | | | | | | | | | | 559 | | | | | | | | | 28,892 | | |

| Total | | | | | | | | | 2,523 | | | | | | | | | | | | $103.04 | | | | | | | | | | | | 2,523 | | | | | | | | | 28,892 | | |

Shareholder Return Performance Graph

The following graph compares the total return on a cumulative basis through September 30, 2024, assuming reinvestment of dividends, of $100 invested in Company common stock as of market close on September 30, 2019 to the S&P 500 Index and the S&P 500 Capital Goods Index.

This graph is not deemed to be “filed” with the U.S. Securities and Exchange Commission or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.


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

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

| | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | CAGR | | |

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

| Emerson | | | 100 | | | 101 | | | 149 | | | 118 | | | 159 | | | 184 | | | 13.0 | | % |

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

| S&P 500 | | | 100 | | | 115 | | | 150 | | | 127 | | | 154 | | | 210 | | | 16.0 | | % |

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

| S&P 500 Capital Goods | | | 100 | | | 95 | | | 128 | | | 108 | | | 139 | | | 200 | | | 14.9 | | % |

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

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

| Net sales | | | $ | [removed: 12,932] [added: 13,804] | | | | | [removed: 13,804] [added: 15,165] | | | | | | [removed: 15,165] [added: 17,492] | | |

| Cost of sales | | | [removed: 7,202] [added: 7,498] | | | | | | [removed: 7,498] [added: 7,738] | | | | | | [removed: 7,738] [added: 8,607] | | |

| Selling, general and administrative expenses | | | [removed: 3,494] [added: 3,614] | | | | | | [removed: 3,614] [added: 4,186] | | | | | | [removed: 4,186] [added: 5,142] | | |

| Gain on subordinated interest | | | [removed: —] [added: (453)] | | | | | | [removed: (453)] [added: (161)] | | | | | | [removed: (161)] [added: (79)] | | |

| Other deductions, net | | | [removed: 319] [added: 519] | | | | | | [removed: 519] [added: 506] | | | | | | [removed: 683] [added: 1,434] | | |

| Interest expense, net of interest income of: [removed: 2021, $10;] 2022, $34; 2023, [removed: $227] [added: $227; 2024, $148] | | | [removed: 155] [added: 194] | | | | | | [removed: 194] [added: 34] | | | | | | [removed: 34] [added: 175] | | |

| Interest income from related party | | | — | | | | | | [removed: —] [added: (41)] | | | | | | [removed: (41)] [added: (86)] | | |

| Earnings from continuing operations before income taxes | | | [removed: 1,762] [added: 2,432] | | | | | | [removed: 2,432] [added: 2,903] | | | | | | [removed: 2,726] [added: 2,020] | | |

| Income taxes | | | [removed: 346] [added: 549] | | | | | | [removed: 549] [added: 642] | | | | | | [removed: 599] [added: 415] | | |

| Earnings from continuing operations | | | [removed: 1,416] [added: 1,883] | | | | | | [removed: 1,883] [added: 2,261] | | | | | | [removed: 2,127] [added: 1,605] | | |

| Discontinued operations, net of tax of [removed: $239, $306] [added: $306, $2,969] and [removed: $3,012,] [added: $85,] respectively | | | [removed: 911] [added: 1,347] | | | | | | [removed: 1,347] [added: 10,939] | | | | | | [removed: 11,073] [added: 350] | | |

| Net earnings | | | [removed: 2,327] [added: 3,230] | | | | | | [removed: 3,230] [added: 13,200] | | | | | | [removed: 13,200] [added: 1,955] | | |

| Less: Noncontrolling interests in earnings of subsidiaries | | | [removed: 24] [added: (1)] | | | | | | [removed: (1)] [added: (19)] | | | | | | [removed: (19)] [added: (13)] | | |

| Net earnings common stockholders | | | $ | [removed: 2,303] [added: 3,231] | | | | | [removed: 3,231] [added: 13,219] | | | | | | [removed: 13,219] [added: 1,968] | | |

| Earnings from continuing operations | | | $ | [removed: 1,414] [added: 1,886] | | | | | [removed: 1,886] [added: 2,286] | | | | | | [removed: 2,152] [added: 1,618] | | |

| Discontinued operations | | | [removed: 889] [added: 1,345] | | | | | | [removed: 1,345] [added: 10,933] | | | | | | [removed: 11,067] [added: 350] | | |

| Earnings from continuing operations | | | $ | [removed: 2.36] [added: 3.17] | | | | | [removed: 3.17] [added: 3.98] | | | | | | [removed: 3.74] [added: 2.83] | | |

| Discontinued operations | | | [removed: 1.49] [added: 2.27] | | | | | | [removed: 2.27] [added: 19.02] | | | | | | [removed: 19.26] [added: 0.61] | | |

| Basic earnings per common share | | | $ | [removed: 3.85] [added: 5.44] | | | | | [removed: 5.44] [added: 23.00] | | | | | | [removed: 23.00] [added: 3.44] | | |

| Earnings from continuing operations | | | $ | [removed: 2.35] [added: 3.16] | | | | | [removed: 3.16] [added: 3.96] | | | | | | [removed: 3.72] [added: 2.82] | | |

| Discontinued operations | | | [removed: 1.47] [added: 2.25] | | | | | | [removed: 2.25] [added: 18.92] | | | | | | [removed: 19.16] [added: 0.61] | | |

| Diluted earnings per common share | | | $ | [removed: 3.82] [added: 5.41] | | | | | [removed: 5.41] [added: 22.88] | | | | | | [removed: 22.88] [added: 3.43] | | |

| Basic | | | [removed: 598.1] [added: 592.9] | | | | | | [removed: 592.9] [added: 574.2] | | | | | | [removed: 574.2] [added: 571.3] | | |

| Diluted | | | [removed: 601.8] [added: 596.3] | | | | | | [removed: 596.3] [added: 577.3] | | | | | | [removed: 577.3] [added: 574.0] | | |

| [removed: | | | | | | 2021 | | |] [added: Performance period] | | | [added: 2020 -] 2022 | | | | | | [removed: 2023] [added: 2021 - 2023] | | |

| Net earnings | | | | | | $ | [removed: 2,327] [added: 3,230] | | | | | [removed: 3,230] [added: 13,200] | | | | | | [removed: 13,200] [added: 1,955] | | |

| Foreign currency translation | | | | | | [removed: 81] [added: (644)] | | | | | | [removed: (644)] [added: 254] | | | | | | [removed: 254] [added: 400] | | |

| Pension and postretirement | | | | | | [removed: 605] [added: 37] | | | | | | [removed: 37] [added: (25)] | | | | | | [removed: (25)] [added: 2] | | |

| Cash flow hedges | | | | | | [removed: 18] [added: (14)] | | | | | | [removed: (14)] [added: 4] | | | | | | [removed: 4] [added: (13)] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 704] [added: (621)] | | | | | | [removed: (621)] [added: 233] | | | | | | [removed: 233] [added: 389] | | |

| Comprehensive income | | | | | | [removed: 3,031] [added: 2,609] | | | | | | [removed: 2,609] [added: 13,433] | | | | | | [removed: 13,433] [added: 2,344] | | |

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

| Comprehensive income common stockholders | | | | | | $ | [removed: 3,008] [added: 2,618] | | | | | [removed: 2,618] [added: 13,451] | | | | | | [removed: 13,451] [added: 2,353] | | |

| | | | 2022 | | | | | | [removed: 2023] [added: 2023] | | | [added: | | | 2024 | | |]

| [removed: Cash] [added: Beginning cash] and equivalents | | | [removed: $] [added: 2,354] | [added: | | | | |] 1,804 | | | | | [added: |] 8,051 | | |

| Receivables, less allowances of $100 in [removed: 2022] [added: 2023] and [removed: $100] [added: $121] in [removed: 2023] [added: 2024] | | | [removed: 2,261] [added: 2,518] | | | | | | [removed: 2,518] [added: 2,927] | | |

| Inventories | | | [removed: 1,742] [added: 2,006] | | | | | | [removed: 2,006] [added: 2,180] | | |

| Other current assets | | | [removed: 1,301] [added: 1,244] | | | | | | [removed: 1,244] [added: 1,497] | | |

| Total current assets | | | [removed: 8,506] [added: 13,819] | | | | | | [removed: 13,819] [added: 10,192] | | |

| Loss on Copeland note receivable | | | — | | | | | | — | | | | | | 279 | | |

| Net earnings common stockholders | | | 3,231 | | | | | | 13,219 | | | | | | 1,968 | | |

| Amortization of acquisition-related inventory step-up | | | — | | | | | | — | | | | | | 231 | | |

| Loss on Copeland note receivable | | | — | | | | | | — | | | | | | 279 | | |

| Other, net | | | 4 | | | | | | (429) | | | | | | (400) | | |

On June 6, 2024, the Company entered into definitive agreements to sell its 40 percent non-controlling common equity interest in Copeland to private equity funds managed by Blackstone for $1.5 billion and its note receivable to Copeland for $1.9 billion, and the transactions were subsequently completed in August 2024.

As a result of these transactions, the equity interest and note receivable are reported as held-for-sale in the prior year, the equity method losses related to the Company's non-controlling common equity interest in Copeland, which were reported since May 2023 in Other deductions, net, have been reclassified and are now reported as discontinued operations for all periods presented, and cash flows related to U.S. tax distributions have been reclassified to operating cash flows from discontinued operations (see Notes 5 and 8).

In 2024, the Company adopted ASU No. 2022-04 (Subtopic 405-50), *Liabilities - Supplier Finance Programs,* which requires disclosures about the use of supplier finance programs.

This standard has no impact on the accounting for supplier finance programs and did not materially impact the Company's disclosures.

Estimated fair values of reporting units are Level 3 measures and are developed generally

Tangible products represent a large majority of the delivered

In addition, in 2022 AspenTech entered into foreign currency forward contracts to

National Instruments

The following table summarizes the components of the purchase consideration reflected in the acquisition accounting for NI.

| Cash paid to acquire remaining NI shares not already owned by Emerson | | | | | | $ | 7,833 | |

| Payoff of NI debt at closing | | | | | | 634 | | |

| Total consideration paid in cash at closing | | | | | | 8,467 | | |

| Fair value of NI shares already owned by Emerson prior to acquisition | | | | | | 137 | | |

| Value of stock-based compensation awards attributable to pre-combination service | | | | | | 49 | | |

| Total purchase consideration | | | | | | $ | 8,653 | |

The total purchase consideration for NI was allocated to assets and liabilities as follows.

| Cash and equivalents | | | | | | $ | 135 | |

| Receivables | | | | | | 309 | | |

| Inventory | | | | | | 490 | | |

| Property, plant and equipment | | | | | | 328 | | |

| Goodwill ($121 expected to be tax-deductible) | | | | | | 3,442 | | |

| Other intangible assets | | | | | | 5,275 | | |

| Other assets | | | | | | 105 | | |

| Total assets | | | | | | 10,224 | | |

| Accrued expenses | | | | | | 315 | | |

| Total purchase consideration | | | | | | $ | 8,653 | |

| | | | | | | Amount | | | | | | Estimated Weighted Average Life (Years) | | |

| Developed technology | | | | | | $ | 1,570 | | | | | 9 | | |

| Customer relationships | | | | | | 3,360 | | | | | | 15 | | |

| Trade names | | | | | | 210 | | | | | | 9 | | |

| Backlog | | | | | | 135 | | | | | | 1 | | |

| Total | | | | | | $ | 5,275 | | | | | | | |

Results of operations for the year ended September 30, 2024 attributable to the NI acquisition include sales of $1,464 and a net loss of $537.

The net loss included the impact of inventory step-up amortization, intangibles amortization, retention bonuses, stock compensation expense and restructuring.

The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of NI occurred on October 1, 2022.

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

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

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

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

| Adoption of accounting standard updates | | | (1) | | | | | | — | | | | | | — | | |

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 (see Note 20).

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

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

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

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

The majority of the Company's derivatives

completed during the period.

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.

In addition, Heritage AspenTech incurred $68 of transaction costs prior to the completion of the acquisition that were not included in Emerson's reported results.

Based on the terms of the agreement and the current calculation, the Company could receive additional distributions of approximately $40.

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

Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion (an increase of $0.2 billion from when the

The aggregate carrying amounts of the major classes of assets and liabilities classified as held-for-sale as of September 30, 2023 and 2022 are summarized as follows:

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

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

| | | | Climate Technologies | | | | | | | | | | | | | | | | | | ISE | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | | | | |

| | | | September 30, | | | | | | | | | | | | | | | | | | September 30, | | | | | | | | | | | | | | | | | | September 30, | | | | | | | | | | | | | | | | | |

| Receivables | | | $ | 747 | | | | | | | | | | | — | | | | | | 68 | | | | | | | | | | | | — | | | | | | 815 | | | | | | | | | | | | | | | — | | |

| Inventories | | | 449 | | | | | | | | | | | | — | | | | | | 81 | | | | | | | | | | | | — | | | | | | 530 | | | | | | | | | | | | | | | — | | |

| Property, plant & equipment, net | | | 1,122 | | | | | | | | | | | | — | | | | | | 141 | | | | | | | | | | | | — | | | | | | 1,263 | | | | | | | | | | | | | | | — | | |

| Goodwill | | | 716 | | | | | | | | | | | | — | | | | | | 2 | | | | | | | | | | | | — | | | | | | 718 | | | | | | | | | | | | | | | — | | |

| Other noncurrent assets | | | 265 | | | | | | | | | | | | — | | | | | | 12 | | | | | | | | | | | | — | | | | | | 277 | | | | | | | | | | | | | | | — | | |

| Total assets held-for-sale | | | $ | 3,348 | | | | | | | | | | | — | | | | | | 308 | | | | | | | | | | | | — | | | | | | 3,656 | | | | | | | | | | | | | | | — | | |

| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other current liabilities | | | 475 | | | | | | | | | | | | — | | | | | | 61 | | | | | | | | | | | | — | | | | | | 536 | | | | | | | | | | | | | | | — | | |

| Total liabilities held-for-sale | | | $ | 1,381 | | | | | | | | | | | — | | | | | | 134 | | | | | | | | | | | | — | | | | | | 1,515 | | | | | | | | | | | | | | | — | | |

| Loss on Copeland equity method investment | | | — | | | | | | — | | | | | | 177 | | |

| Other | | | (71) | | | | | | (100) | | | | | | (145) | | |

| Total | | | $ | 319 | | | | | 519 | | | | | | 683 | | |

| Total | | | $ | 132 | | | | | 75 | | | | | | 72 | | |

Costs incurred in 2021 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.

Expenses incurred in 2021 included actions to exit five facilities and eliminate approximately 3,000 positions.

| Severance and benefits | | | $ | 140 | | | | | | | | 44 | | | | | | | | | | | | 67 | | | | | | | | | 117 | | |

| Total | | | $ | 144 | | | | | | | | 75 | | | | | | | | | | | | 97 | | | | | | | | | 122 | | |

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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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: 2024] [added: 2025] annual shareholders' meeting (the [removed: "2024] [added: "2025] 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: 2024] [added: 2025] Proxy Statement is hereby incorporated by reference.

Information appearing under "Delinquent Section 16(a) Reports" and “Executive Compensation—Compensation Discussion and Analysis—Policies Supporting Our Fundamental Principles” in the 2025 Proxy Statement is hereby incorporated by reference.

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2023:][added: 2024:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 6,056,000] [added: 5,782,000] | | | | | | | | | | | | [removed: $53.35] [added: $51.71] | | | | | | | | | | | | [removed: 2,747,000] [added: 17,504,000] | | | | | |

Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 589,000] [added: 288,000] shares reserved for outstanding stock option awards, (ii) [removed: 1,414,000] [added: 1,037,000] shares reserved for performance share awards granted in [removed: 2023,] [added: 2024,] (iii) [removed: 1,346,000] [added: 1,345,000] shares reserved for performance share awards granted in [removed: 2022,] [added: 2023,] (iv) [removed: 2,129,000] [added: 1,332,000] shares reserved for performance share awards granted in [removed: 2021] [added: 2022] and (v) [removed: 578,000] [added: 1,780,000] 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: 2,001,000] [added: 16,000,000] under the [removed: 2015] [added: 2024] Incentive Shares Plan, (ii) [removed: 689,000] [added: 963,000] under the [removed: 2006] [added: 2015] Incentive Shares Plan, [removed: and] (iii) [removed: 57,000] [added: 503,000] under the [added: 2006 Incentive Shares Plan,and (iv) 38,000 under the] Restricted Stock Plan for Non-Management Directors.

| Total | | | | | | 5,782,000 | | | | | | | | | | | | $51.71 | | | | | | | | | | | | 17,504,000 | | | | | |

The table above includes awards of 793,000 shares outstanding as of September 30, 2024 relating to restricted stock units and performance stock units which were originally issued by National Instruments Corporation and assumed by Emerson and converted into Emerson time-based restricted stock units in connection with the acquisition of National Instruments Corporation in early fiscal 2024.

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

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 [added: Party Transactions" and "—Director Independence" in the 2025 Proxy Statement is hereby incorporated by reference.]

Party Transactions" and "—Director Independence" in the 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: 2024] [added: 2025] Proxy Statement is hereby incorporated by reference.

2(e) [Agreement and Plan of Merger, dated as of April 12, 2023, among Emerson Electric Co., Emersub CXIV, Inc., and National Instruments [removed: Corporation*,](http://www.sec.gov/Archives/edgar/data/32604/000095010323005685/dp192144_ex0201.htm)] [added: Corporation*,](https://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.

3(a) [Restated Articles of Incorporation of Emerson Electric [removed: Co.](http://www.sec.gov/Archives/edgar/data/32604/000003260401500011/articles2.htm),] [added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260401500011/articles2.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2001, File No. 1-278, Exhibit 3(a); [Termination of Designated Shares of Stock and Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred [removed: Stock](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt),] [added: Stock](https://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 3(a).

4(a) [Indenture dated as of December 10, 1998, between Emerson Electric Co. [removed: and](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt) [Computershare] [added: and Computershare] Trust Company, N.A., as successor [removed: to](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt) [Wells] [added: to 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt),] [added: trustee](https://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt),] incorporated by reference to [added: Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 4(b), [*Form of 2.000% Notes due 2028](https://www.sec.gov/Archives/edgar/data/32604/000119312521363596/d462791dex42.htm), 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](https://www.sec.gov/Archives/edgar/data/32604/000119312521363596/d462791dex43.htm), incorporated by reference to Emerson Electric Co. Form 8-K, filed on December 21, 2021, File No. 1-278, Exhibit 4.3, [*](https://www.sec.gov/Archives/edgar/data/32604/000119312521363596/d462791dex44.htm)[Form of 2.800% Notes due 2051](https://www.sec.gov/Archives/edgar/data/32604/000119312521363596/d462791dex44.htm), 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.,](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm) [Computershare] [added: Co., Computershare] Trust Company, N.A., as successor [removed: to](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm) [Wells] [added: to Wells] Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning [removed: trustee](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm),] [added: trustee](https://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.

10(a)* [Amended and Restated Emerson Electric Co. Continuing Compensation Plan for Non-Management [removed: Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10c.htm),] [added: Directors](https://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).

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 [removed: Change](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10d.htm),] [added: Change](https://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).

10(c)* [First Amendment to the Emerson Electric Co. Supplemental Executive Retirement [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260499000014/0000032604-99-000014.txt),] [added: Plan](https://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 [removed: Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-9.htm),] [added: Election](https://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).

10(d)* [Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, [removed: 2015](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10e.htm),] [added: 2015](https://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, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10f.htm),] [added: 2005)](https://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.

10(e)* [Fifth Amendment to the Supplemental Executive Savings Investment [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/0000032604-99-000007.txt),] [added: Plan](https://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 [removed: Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm),] [added: Election](https://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm),] incorporated by [removed: 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).]

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

10(g)* [Amended and Restated Emerson Electric Co. Annual Incentive Plan and Form of Acceptance of [removed: Award](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10i.htm),] [added: Award](https://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(h)* [Emerson Electric Co. Description of Split Dollar Life Insurance Program [removed: Transition](http://www.sec.gov/Archives/edgar/data/32604/000095013805000885/exh10-1.htm),] [added: Transition](https://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.

10(i)* [Amended and Restated Restricted Stock Plan for Non-Management [removed: Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] [added: Directors](https://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, 2009, File No. 1-278, Exhibit 10.1, [Form of Restricted Stock Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management [removed: Directors](http://www.sec.gov/Archives/edgar/data/32604/000095013805000060/exh10-2.htm),] [added: Directors](https://www.sec.gov/Archives/edgar/data/32604/000095013805000060/exh10-2.htm),] incorporated by reference to Emerson Electric Co. Form 8-K filed February 1, 2005, Exhibit 10.2, and [Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management [removed: Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm),] [added: Directors](https://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, 2009, File No. 1-278, Exhibit 10.1.

10(j)* [Description of Non-Management Director [removed: Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10nfy17.htm),] [added: Compensation](https://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).

10(k)* [Description of Named Executive Officer [removed: Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10ofy17.htm),] [added: Compensation](https://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).

10(l)* [Emerson Electric Co. 2006 Incentive Shares [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880005000769/emerprox.txt),] [added: Plan](https://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 [removed: Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm),] [added: Compliance](https://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, [removed: 2011)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm),] [added: 2011)](https://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 [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408044085/v121762_ex10-1.htm),] [added: Plan](https://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 [removed: Summary](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-2.htm),] [added: Summary](https://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 [removed: Award](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm),] [added: Award](https://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 [removed: Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm),] [added: Agreement](https://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(m) [Credit Agreement dated as of February 17, [removed: 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)] [added: 2023.,](https://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(n)* [2011 Stock Option [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000095012310112771/c61168dfdef14a.htm),] [added: Plan](https://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, [removed: 2012](http://www.sec.gov/Archives/edgar/data/32604/000003260412000012/exhibit10rfy12.htm),] [added: 2012](https://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 [removed: 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.][added: Agreement](https://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm)]

10(o)* [Emerson Electric Co. 2015 Incentive Shares [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260414000052/emersonproxystatement2015a.htm#s499493357b434e7aaeb3614bfefa2de8),] [added: Plan](https://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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm),] [added: 2018)](https://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 [removed: Shares](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm)][added: Shares Award Agreement (used after November 5, 2018)](https://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 Un](https://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm)[its Program Acceptance of Award (used after November 5, 2018)](https://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 F[orm of Performance Share Program Acceptance of Award (used after November 5, 2018)](https://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., [Form of Emerson Electric Co. Performance Shares Program Award Agreement (used after November 1, 2021)](https://www.sec.gov/Archives/edgar/data/32604/000003260422000009/q1fy22exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2021, File No. 1-278, Exhibit 10.2 [First Amendment to the Emerson Electric Co. 2015 Incentive Shares Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260424000008/q1fy24exhibit103.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2023, File No. 1-278, Exhibit 10.3 [](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1)[F](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1)[orm of Performance Shares Program Acceptance Award Agreement (used after November 6, 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_1), filed herewith, [Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 6, 2023)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10ofy24.htm#i547bc0e06a7140a2abb50e8e6f67c727_35), filed herewith.]

[removed: [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 Un](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm)[its 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] [added: [Second Amendment] to [removed: Emerson Electric Co. Form 10-Q for] the [removed: quarter ended December 31, 2018, Exhibit 10.3., Form of] Emerson Electric Co. [removed: Performance] [added: 2006 Incentive] Shares [removed: Program Award Agreement (used after November 1, 2021),] [added: Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260424000008/q1fy24exhibit102.htm),] incorporated by reference to [added: the] Emerson Electric Co. Form 10-Q for the quarter ended December 31, [removed: 2021,] [added: 2023,] File No. 1-278, Exhibit 10.2

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, [removed: LLC](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10w.htm),] [added: LLC](https://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).

10(q)* [Emerson Electric Co. Savings Investment Restoration Plan [removed: II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm),] [added: II](https://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.

Bulanda, signed November 22, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/32604/000119312522293383/d427018dex101.htm),] [added: 2022.](https://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(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 [removed: 10(c).](http://www.sec.gov/Archives/edgar/data/32604/000003260423000010/exhibit10c.htm)][added: 10(c).](https://www.sec.gov/Archives/edgar/data/32604/000003260423000010/exhibit10c.htm)]

[removed: Dellaquila.](http://www.sec.gov/Archives/edgar/data/32604/000119312523133091/d476266dex101.htm),] [added: Dellaquila.](https://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.

21 [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit21fy23.htm)][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit21fy24.htm)]

23 [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit23fy23.htm)][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit23fy24.htm)]

24 [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit24fy23.htm)][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit24fy24.htm)]

31 [Certifications pursuant to Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260423000044/exhibit31fy23.htm)][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit31fy24.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/32604/000003260423000044/exhibit32fy23.htm)][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit32fy24.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: 2021, 2022] [added: 2022, 2023] and [removed: 2023,] [added: 2024,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2021,] 2022, [added: 2023,] and [removed: 2023] [added: 2024] (iii) Consolidated Balance Sheets at September 30, [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2021, 2022] [added: 2022, 2023] and [removed: 2023,] [added: 2024,] (v) Consolidated Statements of Cash Flows for the years [added: ended September 30, 2022, 2023 and 2024, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2024.]

2(f) [Note Purchase Agreement, dated as of June 6, 2024, among Emerson Electric Co., EMR Holdings, Inc., Emerald JV Holdings L.P., and EMRLD Seller Notes Issuer LP](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0201.htm), incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.1.

2(g) [Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, Humboldt Hermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., and Emerald JV Holdings G.P. LLC](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0202.htm)[,](https://www.sec.gov/Archives/edgar/data/32604/000095010324008002/dp212498_ex0202.htm) incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.2.

4(d) [Description of](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit4dfy24.htm) [1.250% Notes due 2025 and 2.000% Notes due 2029](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit4dfy24.htm), filed herewith.

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).

[and Incentive Stock Option Agreement under the 2011 Stock Option Plan](https://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](https://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(w)* [Letter Agreement dated November 28, 2023 between Emerson Electric Co. and Sara Y.

Bosco,](https://www.sec.gov/Archives/edgar/data/32604/000119312523286334/d608106dex101.htm) [](https://www.sec.gov/Archives/edgar/data/32604/000119312523286334/d608106dex101.htm) incorporated by reference to the Company's Form 8-K filed on November 30, 2023, File No. 1-278, Exhibit 10.1.

10(x)* [Emerson Electric Co. 2024 Equity Incentive Plan,](https://www.sec.gov/ix?doc=/Archives/edgar/data/32604/000119312523291718/d552762ddef14a.htm) incorporated by reference to the Emerson Electric Co. 2024 Proxy Statement dated December 8, 2023, File No. 1-278, Appendix C.

[Form of Performance Shares Program Acceptance Award Agreement (used after November 4, 2024)](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_1), filed herewith, [Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 4, 2024),](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_36) filed herewith, [Form of Restricted Shares Award Agreement (used after November 4, 2024),](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit10xfy24.htm#ib8fd74fc2f8d49529493e1905dda05c6_57) filed herewith

10(y)* [Defined Contribution Supplemental Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/32604/000095010324015969/dp220300_ex1001.htm), incorporated by reference to the Company's Form 8-K, filed on November 5, 2024, File No. 1-278, Exhibit 10.1

19 [Insider Trading Policies and Procedure](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit19fy24.htm)[s,](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit19fy24.htm) filed herewith

97 [Incentive Compensation Recovery (Clawback) Polic](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[y,](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm) [incorporated by reference to](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm) [Emerson Electric Co. 2023 Form 10-K Fi](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[le No. 1](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)[\-278, Exhibit 97](https://www.sec.gov/Archives/edgar/data/32604/000003260424000041/exhibit97fy24.htm)

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

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.

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

| | | | | | | [added: and] Chief [removed: Financial] [added: Accounting] Officer | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 13, 2023,] [added: 12, 2024,] by the following persons on behalf of the registrant and in the capacities indicated.

| | | | | | | November 12, 2024 | | | | | |

| C. G. Butler | | | | | | | | |

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

| | | | | | | | | |

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

| A. F. Golden | | | | | | | | |

| C. Kendle | | | | | | | | |