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Item 9A. Controls and Procedures

2023-11-13 compared with 2022-11-14 · 35 added, 13 removed, 228 unchanged (17% of the section changed)

3 unchanged sentences

Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.

There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

There was no change in the Company's internal control over financial rep orting during the quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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

Management’s report on internal control over financial reporting, and the related report of the Company’s auditor, KPMG LLP, an independent registered public accounting firm, set forth in Item 7 and Item 8, respectively, of this Annual Report on Form 10-K, are hereby incorporated by reference.

ITEM 9B - OTHER INFORMATION

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

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

14 unchanged sentences

ITEM 11 - EXECUTIVE COMPENSATION

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables," "Board and Committee Operations—Corporate Governance and Nominating Committee—Director Compensation," "Board and Committee Operations—Compensation Committee" (including, but not limited to, the information set forth under "Role of Executive Officers and the Compensation Consultant," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation") in the 2023 Proxy Statement is hereby incorporated by reference.

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables" (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 2024 Proxy Statement is hereby incorporated by reference.

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

53 unchanged sentences

1-278, Exhibit 2.1.

2(e)** Agreement and Plan of Merger, dated as of April 12, 2023, among Emerson Electric Co., Emersub CXIV, Inc., and National Instruments Corporation*, 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 Co.

8 unchanged sentences

4(a) Indenture dated as of December 10, 1998, between Emerson Electric Co.

and Wells Fargo Bank, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A.

(successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as trustee , incorporated by reference to Emerson Electric Co.

and Computershare Trust Company, N.A., as successor 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 trustee , incorporated by reference to

Emerson Electric Co.

1998 Form 10-K, File No.

6 unchanged sentences

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.

4(b) Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric Co., Computershare Trust Company, N.A., as successor to 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.

1-278, Exhibit 4.4.

75 unchanged sentences

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

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.

10(m) Credit Agreement dated as of February 17, 2023.

, incorporated by reference to the Company’s Form 8-K, filed on February 21, 2023, File No.

1-278, Exhibit 10.1.

31 unchanged sentences

1-278, Exhibit 10.1.

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

Bulanda, signed November 22, 2022.

, incorporated by reference to the Company’s Form 8-K, filed on November 28, 2022, File No.

1-278, Exhibit 10.1.

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

Form 10-Q for the quarter ended December 31, 2022, File No.

1-278, Exhibit 10(a).

10(t)* Amended and Restated Restricted Stock Plan for Non-Management Directors and Form of Restricted Stock Unit Award Letter under the Emerson Electric Co.

Restricted Stock Plan for Non-Management Directors , incorporated by reference to the Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2022, File No.

1-278, Exhibit 10(b).

10(u)* Emerson Electric Co.

Annual Cash Incentive Plan and Form of Acceptance of Award, incorporated by reference to the Company’s Form 10-Q, filed on February 8, 2023, File No.

1-278, Exhibit 10(c).

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

, 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 Co.

3 unchanged sentences

32 Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.

97 I ncentive Compensation Recovery (Clawback) Policy

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, 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.

(i) Consolidated Statements of Earnings for the years ended September 30, 2021, 2022 and 2023, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2021, 2022, and 2023 (iii) Consolidated Balance Sheets at September 30, 2022 and 2023, (iv) Consolidated Statements of Equity for the years ended September 30, 2021, 2022 and 2023, (v) Consolidated Statements of Cash Flows for the years

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

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

8 unchanged sentences

EMERSON ELECTRIC CO.

Senior Executive Vice President and

Executive Vice President and

Chief Financial Officer

3 unchanged sentences

Karsanbhai President and Chief Executive Officer

Dellaquila Senior Executive Vice President and Chief Financial Officer

Baughman Vice President, Controller and Chief Accounting Officer

Baughman Executive Vice President, Chief Financial Officer and Chief Accounting Officer

* Chair of the Board

1 unchanged sentence

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