What changed in this filing

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Item 9A. Controls and Procedures

2022-11-14 compared with 2021-11-15 · 55 added, 78 removed, 186 unchanged (42% of the section changed)

53 unchanged sentences

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

8 unchanged sentences

1-278, Exhibit 2.1.

2(b) Amendment No.

1 to the Transaction Agreement and Plan of Merger , dated as of March 23, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc.

and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No.

1-278, Exhibit 2(b).

2(c)** Amendment No.

2 to the Transaction Agreement and Plan of Merger , dated as of May 3, 2022, among Emerson Electric Co., Aspen Technology, Inc., EMR Worldwide Inc., Emersub CX, Inc.

and Emersub CXI, Inc., incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended March 31, 2022, filed on May 4, 2022, File No.

1-278, Exhibit 2(c).

2(d)** Transaction Agreement, dated as of October 30, 2022 , among Emerson Electric Co., BCP Emerald Aggregator L.P., Emerald Debt Merger Sub L.L.C and Emerald JV Holdings L.P, incorporated by reference to Emerson Electric Co.

Form 8-K, filed on October 31, 2022, File No.

1-278, Exhibit 2.1.

3(a) Restated Articles of Incorporation of Emerson Electric Co.

11 unchanged sentences

1998 Form 10-K, File No.

1-278, Exhibit 4(b).

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(b) Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric Co., Wells Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee , incorporated by reference to the Company's Form 8-K dated May 15, 2019, filed on May 17, 2019, File No.

8 unchanged sentences

agrees to furnish a copy of such instruments to the SEC upon request.

10(a)* Third Amendment to the Emerson Electric Co.

1993 Incentive Shares Plan, as restated , incorporated by reference to Emerson Electric Co.

1996 Form 10-K, File No.

1-278, Exhibit 10(g), and Fourth Amendment thereto , incorporated by reference to Emerson Electric Co.

2001 Form 10-K, File No.

1-278, Exhibit 10(d).

10(b)* Amended and Restated Emerson Electric Co.

10(a)* Amended and Restated Emerson Electric Co.

Continuing Compensation Plan for Non-Management Directors , incorporated by reference to Emerson Electric Co.

1 unchanged sentence

1-278, Exhibit 10(c).

10(c)* Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change , incorporated by reference to Emerson Electric Co.

10(b)* Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change , incorporated by reference to Emerson Electric Co.

2007 Form 10-K, File No.

1-278, Exhibit 10(d).

10(d)* First Amendment to the Emerson Electric Co.

10(c)* First Amendment to the Emerson Electric Co.

Supplemental Executive Retirement Plan , incorporated by reference to Emerson Electric Co.

2 unchanged sentences

Form 8-K dated October 1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as of December 31, 2004).

10(e)* Amended and Restated Emerson Electric Co.

10(d)* Amended and Restated Emerson Electric Co.

Pension Restoration Plan dated October 6, 2015 , incorporated by reference to Emerson Electric Co.

5 unchanged sentences

and Lump Sum Distribution Election Forms.

10(f)* Fifth Amendment to the Supplemental Executive Savings Investment Plan , incorporated by reference to Emerson Electric Co.

10(e)* Fifth Amendment to the Supplemental Executive Savings Investment Plan , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended March 31, 1999, File No.

1 unchanged sentence

Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004).

10(g)* Amended and Restated Emerson Electric Co.

10(f)* Amended and Restated Emerson Electric Co.

Savings Investment Restoration Plan and Forms of Participation Agreement, Annual Election Form and Payment Election Form (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co.

6 unchanged sentences

1-278, Exhibit 10.2.

10(h)* Amended and Restated Emerson Electric Co.

10(g)* Amended and Restated Emerson Electric Co.

Annual Incentive Plan and Form of Acceptance of Award , incorporated by reference to Emerson Electric Co.

1 unchanged sentence

1-278, Exhibit 10(i).

10(i)* 1997 Incentive Shares Plan , incorporated by reference to Emerson Electric Co.

1997 Proxy Statement dated December 6, 1996, File No.

1-278, Exhibit A, and First Amendment thereto , incorporated by reference to Emerson Electric Co.

2001 Form 10-K, File No.

1-278, Exhibit 10(j), Amendment for 409A Compliance , incorporated by reference to Emerson Electric Co.

2007 Form 10-K, File No.

1-278, Exhibit 10(j), Form of Performance Share Award Certificate, Forms of Acceptance of Award and Change of Control Election , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.5, and Form of Restricted Shares Award Agreement , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.6.

10(j)* 1998 Stock Option Plan , incorporated by reference to Emerson Electric Co.

1998 Proxy Statement dated December 12, 1997, File No.

1-278, Appendix A, and Amendment No.

1 thereto , incorporated by reference to Emerson Electric Co.

2000 Form 10-K, File No.

1-278, Exhibit 10(l), Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.1, and Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.2.

10(k)* 2001 Stock Option Plan , incorporated by reference to Emerson Electric Co.

2002 Proxy Statement dated December 12, 2001, File No.

1-278, Appendix A, Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.3 (used on or prior to September 30, 2011), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive

Stock Option Agreement , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2011, File No.

1-278, Exhibit 10.1 (used after September 30, 2011), Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement , incorporated by reference to Emerson Electric Co.

Form 8-K filed October 1, 2004, Exhibit 10.4 (used on or prior to September 30, 2011), Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement, incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2011, File No.

1-278, Exhibit 10.2 (used after September 30, 2011).

10(l)* Emerson Electric Co.

10(h)* Emerson Electric Co.

Description of Split Dollar Life Insurance Program Transition , incorporated by reference to Emerson Electric Co.

Form 8-K filed September 2, 2005, Exhibit 10.1.

10(m)* Amended and Restated Restricted Stock Plan for Non-Management Directors , incorporated by reference to Emerson Electric Co.

10(i)* Amended and Restated Restricted Stock Plan for Non-Management Directors , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2009, File No.

5 unchanged sentences

1-278, Exhibit 10.1.

10(n)* Description of Non-Management Director Compensation , incorporated by reference to Emerson Electric Co.

10(j)* Description of Non-Management Director Compensation , incorporated by reference to Emerson Electric Co.

Form 10-K filed November 20, 2017, Exhibit 10(n).

10(o)* Description of Named Executive Officer Compensation , incorporated by reference to Emerson Electric Co.

10(k)* Description of Named Executive Officer Compensation , incorporated by reference to Emerson Electric Co.

Form 10-K filed November 20, 2017, Exhibit 10(o).

10(p)* Emerson Electric Co.

10(l)* Emerson Electric Co.

2006 Incentive Shares Plan , incorporated by reference to Emerson Electric Co.

13 unchanged sentences

1-278, Exhibit 10.4 (used after September 30, 2011).

10(q) Credit Agreement dated as of May 23, 2018 , incorporated by reference to Emerson Electric Co.

Form 8-K dated May 23, 2018 and filed May 29, 2018, File No.

10(m) Credit Agreement dated as of May 23, 2018 , incorporated by reference to Emerson Electric Co, Form 8-K dated May 23, 2018 and filed May 29, 2018, File No.

1-278, Exhibit 10.1, Suspension of Rights Agreement dated October 12, 2021 between Emerson Electric Co.

and JPMorgan Chase Bank, N.A., as Agent, under the Credit Agreement dated as of May 23, 2018 (as amended or otherwise modified from time to time), incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2021, File No.

1-278, Exhibit 10.1.

10(r)* 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

10(n)* 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

2011 Proxy Statement dated December 10, 2010, File No.

6 unchanged sentences

1-278, Exhibit 10.2.

10(s)* Emerson Electric Co.

10(o)* Emerson Electric Co.

2015 Incentive Shares Plan , incorporated by reference to Emerson Electric Co.

1 unchanged sentence

2015 Form 10-K, File No.

1-278, Exhibit 10(u), Form of Restricted Shares Award Agreement (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, Form of Restricted Stock Units Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

1-278, Exhibit 10(u), Form of Restricted Shares

Award Agreement (used after November 5, 2018) , 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 its Program Acceptance of Award (used after November 5, 2018) , 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) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3.

10(t) Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC , 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), incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2021, 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, LLC , incorporated by reference to Emerson Electric Co.

2016 Form 10-K, File No.

1-278, Exhibit 10(w).

10(u)* Emerson Electric Co.

10(q)* Emerson Electric Co.

Savings Investment Restoration Plan II , incorporated by reference to the Emerson Electric Co.

5 unchanged sentences

1-278, Exhibit 10.1.

10(v)* Letter Agreement dated as of August 12, 2020 , by and between Emerson Electric Co.

and Robert T.

Sharp, incorporated by reference to the Emerson Electric Co.

Form 8-K filed September 4, 2020, File No.

1-278, Exhibit 10.1.

10(w)* Letter Agreement dated as of February 23, 2021 , by and between Emerson Electric Co.

Farr, incorporated by reference to the Emerson Electric Co.

Form 8-K filed February 26, 2021, File No.

1-278, Exhibit 10.1.

10(x)* Consulting Agreement dated as of February 23, 2021 , by and between Emerson Electric Co.

Farr, incorporated by reference to the Emerson Electric Co.

Form 8-K filed February 26, 2021, File No.

1-278, Exhibit 10.2.

10(y)* Letter Agreement dated as of February 16, 2021 , by and between Emerson Electric Co.

and Steven J.

Pelch, incorporated by reference to the Emerson Electric Co.

Form 8-K filed March 12, 2021, File No.

1-278, Exhibit 10.1.

21 Subsidiaries of Emerson Electric Co.

4 unchanged sentences

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, 2019, 2020 and 2021, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2019, 2020, and 2021 (iii) Consolidated Balance Sheets at September 30, 2020 and 2021, (iv) Consolidated Statements of Equity for the years ended September 30, 2019, 2020 and 2021, (v) Consolidated Statements of Cash Flows for the years

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

(i) Consolidated Statements of Earnings for the years ended September 30, 2020, 2021 and 2022, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2020, 2021, and 2022 (iii) Consolidated Balance Sheets at September 30, 2021 and 2022, (iv) Consolidated Statements of Equity for the years ended September 30, 2020, 2021 and 2022, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2021 and 2022, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2022.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2 unchanged sentences

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

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

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

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

ITEM 16 - Form 10-K Summary

Not applicable.

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

5 unchanged sentences

Signature Title

Karsanbhai Chief Executive Officer and President and Director

Karsanbhai President and Chief Executive Officer

Dellaquila Senior Executive Vice President and Chief Financial Officer

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures