EMERSON ELECTRIC CO 10-K

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Company's consolidated financial statements and accompanying notes and the report thereon of KPMG LLP (PCAOB ID 185 ) that follow. 32 Consolidated Statements of Earnings EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars and shares in millions, except per share amounts) 2021 2022 2023 Net sales $ 12,932 13,804 15,165 Cost of sales 7,202 7,498 7,738 Selling, general and administrative expenses 3,494 3,614 4,186 Gain on subordinated interest — ( 453 ) ( 161 ) Other deductions, net 319 519 683 Interest expense, net of interest income of: 2021, $ 10 ; 2022, $ 34 ; 2023, $ 227 155 194 34 Interest income from related party — — ( 41 ) Earnings from continuing operations before income taxes 1,762 2,432 2,726 Income taxes 346 549 599 Earnings from continuing operations 1,416 1,883 2,127 Discontinued operations, net of tax of $ 239 , $ 306 and $ 3,012 , respectively 911 1,347 11,073 Net earnings 2,327 3,230 13,200 Less: Noncontrolling interests in earnings of subsidiaries 24 ( 1 ) ( 19 ) Net earnings common stockholders $ 2,303 3,231 13,219 Earnings common stockholders: Earnings from continuing operations $ 1,414 1,886 2,152 Discontinued operations 889 1,345 11,067 Net earnings common stockholders $ 2,303 3,231 13,219 Basic earnings per share common stockholders: Earnings from continuing operations $ 2.36 3.17 3.74 Discontinued operations 1.49 2.27 19.26 Basic earnings per common share $ 3.85 5.44 23.00 Diluted earnings per share common stockholders: Earnings from continuing operations $ 2.35 3.16 3.72 Discontinued operations 1.47 2.25 19.16 Diluted earnings per common share $ 3.82 5.41 22.88 Weighted average outstanding shares: Basic 598.1 592.9 574.2 Diluted 601.8 596.3 577.3 See accompanying Notes to Consolidated Financial Statements. 33 Consolidated Statements of Comprehensive Income EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions) 2021 2022 2023 Net earnings $ 2,327 3,230 13,200 Other comprehensive income (loss), net of tax: Foreign currency translation 81 ( 644 ) 254 Pension and postretirement 605 37 ( 25 ) Cash flow hedges 18 ( 14 ) 4 Total other comprehensive income (loss) 704 ( 621 ) 233 Comprehensive income 3,031 2,609 13,433 Less: Noncontrolling interests in comprehensive income of subsidiaries 23 ( 9 ) ( 18 ) Comprehensive income common stockholders $ 3,008 2,618 13,451 See accompanying Notes to Consolidated Financial Statements. 34 Consolidated Balance Sheets EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars and shares in millions, except per share amounts) 2022 2023 ASSETS Current assets Cash and equivalents $ 1,804 8,051 Receivables, less allowances of $ 100 in 2022 and $ 100 in 2023 2,261 2,518 Inventories 1,742 2,006 Other current assets 1,301 1,244 Current assets held-for-sale 1,398 — Total current assets 8,506 13,819 Property, plant and equipment, net 2,239 2,363 Other assets Goodwill 13,946 14,480 Other intangible assets 6,572 6,263 Copeland note receivable and equity investment — 3,255 Other 2,151 2,566 Noncurrent assets held-for-sale 2,258 — Total other assets 24,927 26,564 Total assets $ 35,672 42,746 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current maturities of long-term debt $ 2,115 547 Accounts payable 1,276 1,275 Accrued expenses 3,038 3,210 Current liabilities held-for-sale 1,348 — Total current liabilities 7,777 5,032 Long-term debt 8,259 7,610 Other liabilities 3,153 3,506 Noncurrent liabilities held-for-sale 167 — Equity Common stock, $ 0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 591.4 shares in 2022; 572.0 shares in 2023 477 477 Additional paid-in-capital 57 62 Retained earnings 28,053 40,070 Accumulated other comprehensive income (loss) ( 1,485 ) ( 1,253 ) Cost of common stock in treasury, 362.0 shares in 2022; 381.4 shares in 2023 ( 16,738 ) ( 18,667 ) Common stockholders’ equity 10,364 20,689 Noncontrolling interests in subsidiaries 5,952 5,909 Total equity 16,316 26,598 Total liabilities and equity $ 35,672 42,746 See accompanying Notes to Consolidated Financial Statements. 35 Consolidated Statements of Equity EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions, except per share amounts) 2021 2022 2023 Common stock $ 477 477 477 Additional paid-in-capital Beginning balance 470 522 57 Stock plans 52 85 127 AspenTech purchases of common stock — — ( 122 ) AspenTech acquisition — ( 550 ) — Ending balance 522 57 62 Retained earnings Beginning balance 24,955 26,047 28,053 Net earnings common stockholders 2,303 3,231 13,219 Dividends paid (per share: 2021, $ 2.02 ; 2022, $ 2.06 ; 2023, $ 2.08 ) ( 1,210 ) ( 1,225 ) ( 1,202 ) Adoption of accounting standard updates ( 1 ) — — Ending balance 26,047 28,053 40,070 Accumulated other comprehensive income (loss) Beginning balance ( 1,577 ) ( 872 ) ( 1,485 ) Foreign currency translation 82 ( 636 ) 253 Pension and postretirement 605 37 ( 25 ) Cash flow hedges 18 ( 14 ) 4 Ending balance ( 872 ) ( 1,485 ) ( 1,253 ) Treasury stock Beginning balance ( 15,920 ) ( 16,291 ) ( 16,738 ) Purchases ( 500 ) ( 500 ) ( 2,000 ) Issued under Emerson stock plans 129 53 71 Ending balance ( 16,291 ) ( 16,738 ) ( 18,667 ) Common stockholders' equity 9,883 10,364 20,689 Noncontrolling interests in subsidiaries Beginning balance 42 40 5,952 Net earnings 24 ( 1 ) ( 19 ) Stock plans — 35 94 AspenTech purchases of common stock — — ( 92 ) Other comprehensive income ( 1 ) ( 8 ) 1 Dividends paid ( 25 ) ( 4 ) ( 1 ) AspenTech acquisition — 5,890 — Purchase of noncontrolling interests — — 3 Climate Technologies divestiture — — ( 29 ) Ending balance 40 5,952 5,909 Total equity $ 9,923 16,316 26,598 See accompanying Notes to Consolidated Financial Statements. 36 Consolidated Statements of Cash Flows EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions) 2021 2022 2023 Operating activities Net earnings $ 2,327 3,230 13,200 Earnings from discontinued operations, net of tax ( 911 ) ( 1,347 ) ( 11,073 ) Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 762 842 1,051 Stock compensation 197 125 250 Pension expense (income) 28 2 ( 71 ) Pension funding ( 41 ) ( 43 ) ( 43 ) Changes in operating working capital 167 ( 312 ) ( 190 ) Gain on subordinated interest — ( 453 ) ( 161 ) Other, net ( 71 ) 4 ( 237 ) Cash from continuing operations 2,458 2,048 2,726 Cash from discontinued operations 1,117 874 ( 2,089 ) Cash provided by operating activities 3,575 2,922 637 Investing activities Capital expenditures ( 404 ) ( 299 ) ( 363 ) Purchases of businesses, net of cash and equivalents acquired ( 1,592 ) ( 5,702 ) ( 705 ) Divestitures of businesses 30 17 — Proceeds from subordinated interest — 438 176 Proceeds from related party note receivable — — 918 Other, net ( 25 ) ( 138 ) ( 141 ) Cash from continuing operations ( 1,991 ) ( 5,684 ) ( 115 ) Cash from discontinued operations ( 129 ) 350 12,530 Cash provided by (used in) investing activities ( 2,120 ) ( 5,334 ) 12,415 Financing activities Net increase (decrease) in short-term borrowings ( 504 ) 1,241 ( 1,578 ) Proceeds from short-term borrowings greater than three months 71 1,162 395 Payments of short-term borrowings greater than three months ( 71 ) ( 1,165 ) ( 400 ) Proceeds from long-term debt — 2,975 — Payments of long-term debt ( 308 ) ( 522 ) ( 741 ) Dividends paid ( 1,210 ) ( 1,223 ) ( 1,198 ) Purchases of common stock ( 500 ) ( 500 ) ( 2,000 ) AspenTech purchases of common stock — — ( 214 ) Payment of related party note payable — — ( 918 ) Other, net 100 80 ( 169 ) Cash provided by (used in) financing activities ( 2,422 ) 2,048 ( 6,823 ) Effect of exchange rate changes on cash and equivalents 6 ( 186 ) 18 Increase (Decrease) in cash and equivalents ( 961 ) ( 550 ) 6,247 Beginning cash and equivalents 3,315 2,354 1,804 Ending cash and equivalents $ 2,354 1,804 8,051 Changes in operating working capital Receivables $ ( 18 ) ( 143 ) ( 191 ) Inventories ( 11 ) ( 334 ) ( 160 ) Other current assets ( 91 ) ( 56 ) ( 1 ) Accounts payable 107 147 ( 17 ) Accrued expenses 180 74 179 Total changes in operating working capital $ 167 ( 312 ) ( 190 ) See accompanying Notes to Consolidated Financial Statements. 37 Notes to Consolidated Financial Statements EMERSON ELECTRIC CO. & SUBSIDIARIES Years ended September 30 (Dollars in millions, except per share amounts or where noted) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Financial Statement Presentation The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. This includes reporting financial results for Climate Technologies, InSinkErator and Therm-O-Disc as discontinued operations for all periods presented, and the assets and liabilities of Climate Technologies and InSinkErator (prior to completion of the divestitures) as held-for-sale (see Note 5). In addition, as a result of its portfolio transformation, the Company now reports six segments and two business groups (see Note 20). In 2023, the Company adopted ASU No. 2021-10 (Topic 832), Government Assistance, which requires annual disclosures about certain types of government assistance received. This standard has no impact on the accounting for government assistance and did not materially impact the Company's disclosures. In 2022, the Company adopted three accounting standard updates, and in 2021 adopted two accounting standard updates and one new accounting standard, each of which had an immaterial or no impact on the Company's financial statements. These included: • Updates to Accounting Standards Codification ("ASC") 805, Business Combinations , which clarify the accounting for contract assets and liabilities assumed in a business combination. In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805. • Updates to ASC 740, Income Taxes , which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income based tax. These updates also make certain changes to intra-period tax allocation principles and interim tax calculations. • Updates to ASC 321, Equity Securities , ASC 323 Investments - Equity Method and Joint Ventures , and ASC 815, Derivatives and Hedging , which clarify how to account for the transition into and out of the equity method of accounting when evaluating observable transactions. • 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. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. Investments of 20 percent to 50 percent of the voting shares of other entities are accounted for by the equity method. Investments in publicly traded companies of less than 20 percent are carried at fair value, with changes in fair value reflected in earnings. 38 Investments in nonpublicly traded companies of less than 20 percent are carried at cost, minus impairment, and adjusted for observable price changes in orderly transactions. Foreign Currency Translation The functional currency for most of the Company's non-U.S. subsidiaries is the local currency. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive income. Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. Inventories Inventories are stated at the lower of cost and net realizable value. The majority of inventory is valued based on standard costs, which are revised at the beginning of each year and approximate average costs, while the remainder is principally valued on a first-in, first-out basis. Following are the components of inventory as of September 30: 2022 2023 Finished products $ 417 446 Raw materials and work in process 1,325 1,560 Total inventories $ 1,742 2,006 Fair Value Measurement ASC 820, Fair Value Measurement , establishes a formal hierarchy and framework for measuring certain financial statement items at fair value, and requires disclosures about fair value measurements and the reliability of valuation inputs. Under ASC 820, measurement assumes the transaction to sell an asset or transfer a liability occurs in the principal or at least the most advantageous market for that asset or liability. Within the hierarchy, Level 1 instruments use observable market prices for an identical item in active markets and have the most reliable valuations. Level 2 instruments are valued through broker/dealer quotation or other approaches using market-observable inputs for similar items in active markets, including forward and spot prices, interest rates and volatilities. Level 3 instruments are valued using inputs not observable in an active market, such as company-developed future cash flow estimates, and are considered the least reliable. Valuations for all of the Company's financial instruments fall within Level 2. The fair value of the Company's long-term debt and note receivable from Copeland are Level 2, estimated using current interest rates and pricing from financial institutions and other market sources for debt with similar maturities and characteristics. Property, Plant and Equipment The Company records investments in land, buildings, and machinery and equipment at cost. Depreciation is computed principally using the straight-line method over estimated service lives, which for principal assets are 30 to 40 years for buildings and 8 to 12 years for machinery and equipment. Long-lived tangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of estimated future undiscounted cash flows of the related assets is less than the carrying values. The components of property, plant and equipment as of September 30 follow: 2022 2023 Land $ 200 255 Buildings 1,500 1,758 Machinery and equipment 3,300 3,228 Construction in progress 390 283 Property, plant and equipment, at cost 5,390 5,524 Less: Accumulated depreciation 3,151 3,161 Property, plant and equipment, net $ 2,239 2,363 39 Goodwill and Other Intangible Assets Assets and liabilities acquired in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Substantially all goodwill is assigned to the reporting unit that acquires a business. A reporting unit is an operating segment as defined in ASC 280, Segment Reporting , or a business one level below an operating segment if discrete financial information for that business unit is prepared and regularly reviewed by the segment manager. The Company conducts annual impairment tests of goodwill in the fourth quarter. If an initial assessment indicates it is more likely than not goodwill might be impaired, it is evaluated by comparing the reporting unit's estimated fair value to its carrying value. An impairment charge would be recorded for the amount by which the carrying value of the reporting unit exceeds the estimated fair value. Goodwill is also tested for impairment between annual tests if events or circumstances indicate the fair value of a unit may be less than its carrying value. Estimated fair values of reporting units are Level 3 measures and are developed generally under an income approach that discounts estimated future cash flows using risk-adjusted interest rates, as well as earnings multiples or other techniques as warranted. Fair values are subject to changes in underlying economic conditions. With the exception of certain trade names, all of the Company's identifiable intangible assets are subject to amortization on a straight-line basis over their estimated useful lives. Ident ifiable intangibles consist of intellectual property such as technology, patents and trademarks, customer relationships and capitalized software. Identifiable intangibles are also subject to evaluation for potential impairment if events or circumstances indicate the carrying amount may not be recoverable. See Note 10. Leases The Company leases offices; manufacturing facilities and equipment; and transportation, information technology and office equipment under operating lease arrangements. Finance lease arrangements are immaterial. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet and are recorded as short-term lease expense. The discount rate used to calculate present value is the Company's incremental borrowing rate based on the lease term and the economic environment of the applicable country or region. Certain leases contain renewal options or options to terminate prior to lease expiration, which are included in the measurement of right-of-use assets and lease liabilities when it is reasonably certain they will be exercised. The Company has elected to account for lease and non-lease components as a single lease component for its offices and manufacturing facilities. Some lease arrangements include payments that are adjusted periodically based on actual charges incurred for common area maintenance, utilities, taxes and insurance, or changes in an index or rate referenced in the lease. The fixed portion of these payments is included in the measurement of right-of-use assets and lease liabilities at lease commencement, while the variable portion is recorded as variable lease expense. The Company's leases typically do not contain material residual value guarantees or restrictive covenants. Product Warranty Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties are largely offered to provide assurance that the product will function as intended and generally extend for a period of one to two years from the date of sale or installation. Provisions for warranty expense are estimated at the time of sale based on historical experience and adjusted quarterly for any known issues that may arise. Product warranty expense is less than one-half of one percent of sales. Revenue Recognition Emerson is a global manufacturer that designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions for its customers. The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment. The majority of the Company's revenues relate to a broad offering of manufactured products and software which are recognized at the point in time when control transfers, generally in accordance with shipping terms, or the first day of the contractual term for software. A portion of the Company's 40 revenues relate to the sale of post-contract customer support, parts and labor for repairs, and engineering services. In some circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer. Revenue is recognized over time for approximately 10 percent of the Company's revenues. These revenues primarily relate to projects in the Control Systems & Software segment where revenue is recognized using the percentage-of-completion method to reflect the transfer of control over time, and software maintenance contracts in the AspenTech and Control Systems & Software segments where revenue is typically recognized on a straight-line basis. Approximately 10 percent of revenues relate to sales arrangements with multiple performance obligations, principally in the AspenTech and Control Systems & Software segments. Tangible products represent a large majority of the delivered items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance. For projects where revenue is recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred. The Company believes costs incurred closely correspond with its performance under the contract and the transfer of control to the customer. For software maintenance contracts, revenue is recognized ratably over the maintenance term. In sales arrangements that involve multiple performance obligations, revenue is allocated based on the relative standalone selling price for each performance obligation. Observable selling prices from actual transactions are used whenever possible. In other instances, the Company determines the standalone selling price based on third-party pricing or management's best estimate. Generally, contract duration is short-term, and cancellation, termination or refund provisions apply only in the event of contract breach and are rarely invoked. Payment terms vary but are generally short-term in nature. The Company's long-term contracts, where revenue is generally recognized over time, are typically billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. The timing of revenue recognition and billings under these contracts results in either unbilled receivables (contract assets) when revenue recognized exceeds billings, or customer advances (contract liabilities) when billings exceed revenue recognized. Unbilled receivables are reclassified to accounts receivable when an unconditional right to consideration exists, typically when a milestone in the contract is achieved. The Company does not evaluate whether the transaction price includes a significant financing component for contracts where the time between cash collection and performance is less than one year. Certain arrangements with customers include variable consideration, typically in the form of rebates, cash discounts or penalties. In limited circumstances, the Company sells products with a general right of return. In most instances, returns are limited to product quality issues. The Company records a reduction to revenue at the time of sale to reflect the ultimate amount of consideration it expects to receive. The Company's estimates are updated quarterly based on historical experience, trend analysis, and expected market conditions. Variable consideration is typically not constrained at the time revenue is recognized. See Notes 2 and 20 for additional information about the Company's revenues. Derivatives and Hedging In the normal course of business, the Company is exposed to changes in interest rates and foreign currency exchange rates due to its worldwide presence and diverse business pr ofile. The Company's foreign currency exposures relate to transactions denominated in currencies that differ from the functional currencies of its business units, primarily in euros, Mexican pesos, and Singapore dollars. As part of the Company's risk management strategy, derivative instruments are selectively used in an effort to minimize the impact of these exposures. Foreign exchange forwards and options are utilized to hedge foreign currency exposures impacting sales or cost of sales transactions, firm commitments and the fair value of assets and liabilities. Non-U.S. dollar obligations are utilized to reduce foreign currency risk associated with the Company's net investments in foreign operations. All derivatives are associated with specific underlying exposures and the Company does not hold derivatives for trading or speculative purposes. The duration of hedge positions is generally two years or less, except for the Company's net investment hedges. All derivatives are accounted for under ASC 815, Derivatives and Hedging , and recognized at fair value. For derivatives hedging variability in future cash flows, any gain or loss is deferred in stockholders' equity and recognized when the underlying hedged transaction impacts earnings. The majority of the Company's derivatives 41 that are designated as hedges and qualify for hedge accounting are cash flow hedges. For derivatives hedging the fair value of existing assets or liabilities, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in earnings each period. Currency fluctuations on non-U.S. dollar obligations that have been designated as hedges of net investments in foreign operations are recognized in accumulated other comprehensive income (loss) and reclassified to income in the same period when a foreign operation is sold or substantially liquidated and the gain or loss related to the sale is included in income. To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, there could be a net earnings impact. The Company also uses derivatives to he dge economic exposures that do not receive hedge accounting under ASC 815. The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency-denominated assets and liabilities. In addition, in 2022 AspenTech entered into foreign currency forward contracts to mitigate the impact of foreign currency exchange associated with the Micromine purchase price. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts and on August 1, 2023, announced the termination of the agreement to purchase Micromine. Gains or losses on derivative instruments not designated as hedges are recognized in the income statement immediately. Counterparties to derivative arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below pre-established levels, counterparties can require immediate full collateralization on all derivatives in net liability positions. The maximum amount that could potentially have been required was immaterial. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. No collateral was posted with counterparties and none was held by the Company at year end. Risk from credit loss when derivatives are in asset positions is not considered material. The Company has master netting arrangements in place with its counterparties that allow the offsetting of certain derivative-related amounts receivable and payable when settlement occurs in the same period. Accordingly, counterparty balances are netted in the consolidated balance sheet and are reported in other current assets or accrued expenses as appropriate, depending on positions with counterparties as of the balance sheet date. See Note 11. Income Taxes The provision for income taxes is based on pretax income reported in the consolidated statements of earnings and tax rates currently enacted in each jurisdiction. Certain income and expense items are recognized in different time periods for financial reporting and income tax filing purposes, and deferred income taxes are provided for the effect of temporary differences. The Tax Cuts and Jobs Act subjects the Company to U.S. tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries. The Company has elected to recognize this tax as a period expense when it is incurred. The Company also provides for withholding taxes and any applicable U.S. income taxes on earnings intended to be repatriated from non-U.S. locations. No provision has been made for these taxes on approxim ately $ 6.5 billion o f undistributed earnings of non-U.S. subsidiaries as of September 30, 2023, as these earnings are considered indefinitely invested or otherwise retained for continuing international operations. Recognition of withholding taxes and any applicable U.S. income taxes on undistributed non-U.S. earnings would be triggered by a management decision to repatriate those earnings. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. See Note 16. (2) REVENUE RECOGNITION The following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other assets (current and noncurrent), and its customer advances (contract liabilities), which are reported in Accrued expenses and Other liabilities. 2022 2023 Unbilled receivables (contract assets) $ 1,390 1,453 Customer advances (contract liabilities) ( 776 ) ( 897 ) Net contract assets $ 614 556 The majority of the Company's contract balances relate to (1) arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule, and (2) revenue from term software lice nse arrangements sold by AspenTech where the license revenue is recognized upfront upon delivery. The decrease in net contract assets was due to customer billings exceeding revenue recognized for performance 42 completed during the period. Revenue recognized for 2023 included approximately $ 534 that was included in the beginning contract liability balanc e. Other factors that impacted the change in net contract liabilities were immaterial. Revenue recognized for 2023 for performance obligations that were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material. Capitalized amounts related to incremental costs to obtain customer contracts and costs to fulfill contracts are immaterial. As of September 30, 2023, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $ 7.8 billion (of which approximately $ 1.2 billion related to AspenTech). AspenTech's remaining perform ance obligations primarily relate to software maintenance in long-term contracts for unspecified future software updates provided on a when-and-if available basis. The Company expects to recognize approxima tely 75 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter. See Note 20 for additional information about the Company's revenues. (3) WEIGHTED-AVERAGE COMMON SHARES Basic earnings per common share consider only the weighted-average of common shares outstanding while diluted earnings per common share also consider the dilutive effects of stock options and incentive shares. An inconsequential number of shares of common stock were excluded from the computation of dilutive earnings per share in 2023, 2022 and 2021 as the effect would have been antidilutive. Earnings allocated to participating securities were inconsequential for all years presented. Reconciliations of weighted-average shares for basic and diluted earnings per common share follow (shares in millions): 2021 2022 2023 Basic shares outstanding 598.1 592.9 574.2 Dilutive shares 3.7 3.4 3.1 Diluted shares outstanding 601.8 596.3 577.3 (4) ACQUISITIONS AND DIVESTITURES Aspen Technology On May 16, 2022, the Company completed the transactions contemplated by its definitive agreement with Aspen Technology, Inc. ("Heritage AspenTech") to contribute two of Emerson's stand-alone industrial software businesses, Open Systems International, Inc. and the Geological Simulation Software business ( collectively, the “Emerson Industrial Software Business”) , along with approximately $ 6.0 billion in cash to Heritage AspenTech stockholders, to create "New AspenTech", a diversified, high-performance industrial software leader with greater scale, capabilities and technologies (defined as "AspenTech" herein). Upon closing of the transaction, Emerson beneficially owned 55 percent of the outstanding shares of AspenTech common stock (on a fully diluted basis) and former Heritage AspenTech stockholders owned the remaining outstanding shares of AspenTech common stock. AspenTech and its subsidiaries now operate under Heritage AspenTech’s previous name “Aspen Technology, Inc.” and AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.” The business combination has been accounted for using the acquisition method of accounting with Emerson considered the accounting acquirer of Heritage AspenTech. The net assets of Heritage AspenTech were recorded at their estimated fair value and the Emerson Industrial Software Business continues at its historical basis. The Company recorded a noncontrolling interest of $ 5.9 billion for the 45 percent ownership interest of former Heritage AspenTech stockholders in AspenTech. The noncontrolling interest associated with the Heritage AspenTech acquired net assets was recorded at fair value determined using the closing market price per share of Heritage AspenTech as of May 16, 2022, while the portion attributable to the Emerson Industrial Software business was recorded at its historical carrying amount. The impact of recognizing the noncontrolling interest in the Emerson Industrial Software Business resulted in a decrease to additional paid-in-capital of $ 550 . 43 The following table summarizes the components of the purchase consideration reflected in the acquisition accounting using Heritage AspenTech's shares outstanding and closing market price per share as of May 16, 2022 (in millions except share and per share data): Heritage AspenTech shares outstanding 66,662,482 Heritage AspenTech share price $ 166.30 Purchase price $ 11,086 Value of stock-based compensation awards attributable to pre-combination service 102 Total purchase consideration $ 11,188 The total purchase consideration for Heritage AspenTech was allocated to assets and liabilities as follows. Cash and equivalents $ 274 Receivables 43 Other current assets 280 Property, plant equipment 4 Goodwill ($ 34 expected to be tax-deductible) 7,225 Other intangible assets 4,390 Other assets 513 Total assets 12,729 Short-term borrowings 27 Accounts payable 8 Accrued expenses 115 Long-term debt 255 Deferred taxes and other liabilities 1,136 Total purchase consideration $ 11,188 Emerson's cash contribution of approximately $ 6.0 billion was paid out at approximately $ 87.69 per share (on a fully diluted basis) to holders of issued and outstanding shares of Heritage AspenTech common stock as of the closing of the transactions, with $ 168 of cash remaining on AspenTech's balance sheet as of the closing which is not included in the allocation of purchase consideration above. The estimated intangible assets attributable to the transaction are comprised of the following (in millions) : Amount Estimated Useful Life (Years) Developed technology $ 1,350 10 Customer relationships 2,300 15 Trade names 430 Indefinite-lived Backlog 310 3 Total $ 4,390 Results of operations for 2023 attributable to the Heritage AspenTech acquisition include sales of $ 752 compared to $ 356 for 2022, while the impact to GAAP net earnings was not material in both years. Pro Forma Financial Information The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of Heritage AspenTech occurred on Oct ober 1, 2020. The pro forma information is presented for 44 informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time ($ in millions, except per share amounts). 2021 2022 Net Sales $ 13,662 14,218 Net earnings from continuing operations common stockholders $ 1,217 1,916 Diluted earnings per share from continuing operations $ 2.02 3.21 The pro forma results for 2021 include $ 159 of transaction costs which were assumed to be incurred in the first quarter of 2021. Of these transaction costs, $ 91 were included in the Company's reported results for 2022, but have been excluded from the 2022 pro forma results above. 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. The pro forma results for 2021 include estimated interest expense of $ 147 related to the issuance of $ 3.0 billion of term debt and increased commercial paper borrowings to fund the acquisition, while results for 2022 include additional interest expense of $ 56 to reflect the increased borrowings as if they were outstanding for the entire year. Other Transactions In 2023, the Company acquired two businesses, Flexim, which will be reported in the Measurement & Analytical segment, and Afag, which will be reported in the Discrete Automation segment, for $ 705 , net of cash acquired. The Company recognized goodwill of $ 429 ( none of which is expected to be tax deductible) and other identifiable intangible assets of $ 314 , primarily customer relationships and intellectual property with a weighted-average useful life of approximately 9 years. On July 27, 2022, AspenTech entered into an agreement to acquire Micromine, a global leader in design and operational solutions for the mining industry, for AU $ 900 (approximately $ 623 USD based on exchange rates when the transaction was announced). On August 1, 2023, AspenTech announced the termination of the agreement to purchase Micromine. AspenTech, along with the sellers of Micromine, had been waiting to secure a final Russian regulatory approval as a condition to the closing of the transaction. As this process continued, the timing and requirements necessary to get this approval became increasingly unclear. This lack of clarity on the potential for, and timing of, a successful review led AspenTech and the sellers of Micromine to this mutual course of action. AspenTech did not pay any termination fee as part of this arrangement. On March 31, 2023, Emerson completed the divestiture of Metran, its Russia-based manufacturing subsidiary. In 2023, the Company recognized a pretax loss of $ 47 in Other deductions ($ 47 after-tax, in total $ 0.08 per share) related to its exit of business operations in Russia. The Company had previously announced its intention to exit business operations in 2022 and recognized a pretax loss of $ 181 ($ 190 after-tax, in total $ 0.32 per share). This charge included a loss of $ 36 in operations and $ 145 reported in Other deductions ($ 10 of which is reported in restructuring costs) and was primarily non-cash. Emerson's historical net sales in Russia represented approximately 2.0 percent of consolidated annual sales. In 2022, the Company acquired three other businesses, two in the Control Systems & Software segment and one in the AspenTech segment, for $ 130 , net of cash acquired. The three businesses had combined annual sales of approximately $ 40 . In the first quarter of 2022, the Company received a distribution of $ 438 related to its subordinated interest in Vertiv (in total, a pretax gain of $ 453 was recognized in the first quarter of 2022, $ 358 after-tax, $ 0.60 per share) and received the remaining $ 15 related to the pretax gain in the first quarter of 2023. In 2023, the Company received additional distributions totaling $ 161 ($ 122 after-tax, $ 0.21 per share). 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. (5) DISCONTINUED OPERATIONS On May 31, 2023, the Company completed the 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 2022) 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 (an increase of $ 0.2 billion from when the 45 transaction was announced due to Blackstone's decision to purchase an additional 5 percent of the common equity) and a note receivable with a face value of $ 2.25 billion (which will accrue 5 percent interest payable in kind by capitalizing interest), while retaining a 40 percent non-controlling common equity interest (down from 45 percent when the transaction was announced) in a new standalone joint venture between Emerson and Blackstone. The Climate Technologies business, which includes the Copeland compressor business and the entire portfolio of products and services across all residential and commercial HVAC and refrigeration end-markets, had 2022 net sales of approximately $ 5.0 billion and pretax earnings of $ 1.0 billion. The Company recognized a pretax gain of approximately $ 10.6 billion (approximately $ 8.4 billion after-tax including tax expense recognized in prior quarters related to subsidiary restructurings). The new standalone business is named Copeland. See Note 8 for further details. On October 31, 2022, the Company completed the divestiture of its InSinkErator business, which manufactures food waste disposers, to Whirlpool Corporation for $ 3.0 billion. This business had net sales of $ 630 and pretax earnings of $ 152 in 2022. The Company recognized a pretax gain of approximately $ 2.8 billion (approximately $ 2.1 billion after-tax) in the first quarter of 2023. On May 31, 2022 the Company com pleted the divestiture of its Therm-O-Disc sensing and protection technologies business to an affiliate of One Rock Capital Partners, LLC. The Company recognized a pretax gain of $ 486 ($ 429 after-tax) in the third quarter of 2022. The financial results of Climate Technologies, InSinkErator ("ISE") and Therm-O-Disc ("TOD") (through the completion of the divestitures), are reported as discontinued operations for all years presented and were as follows: Climate Technologies ISE and TOD Total 2021 2022 2023 2021 2022 2023 2021 2022 2023 Net sales $ 4,401 4,976 3,156 903 848 49 5,304 5,824 3,205 Cost of sales 2,899 3,405 2,000 572 538 29 3,471 3,943 2,029 SG&A 560 514 390 125 119 7 685 633 397 Gain on sale of business — — ( 10,610 ) — ( 486 ) ( 2,783 ) — ( 486 ) ( 13,393 ) Other deductions, net ( 10 ) 55 75 8 26 12 ( 2 ) 81 87 Earnings before income taxes 952 1,002 11,301 198 651 2,784 1,150 1,653 14,085 Income taxes 196 209 2,358 43 97 654 239 306 3,012 Earnings, net of tax $ 756 793 8,943 155 554 2,130 911 1,347 11,073 Climate Technologies' results for 2023 include lower expense of $ 96 due to ceasing depreciation and amortization upon the held-for-sale classification and $ 57 of transaction-related costs reported in Other deductions, net. Income taxes for 2023 included approximately $ 2.2 billion for the gain on the Copeland transaction and subsidiary restructurings, and approximately $ 660 related to the gain on the InSinkErator divestiture. 46 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, Assets 2022 2023 2022 2023 2022 2023 Receivables $ 747 — 68 — 815 — Inventories 449 — 81 — 530 — Other current assets 49 — 4 — 53 — 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 Accounts payable $ 752 — 60 — 812 — Other current liabilities 475 — 61 — 536 — Deferred taxes and other noncurrent liabilities 154 — 13 — 167 — Total liabilities held-for-sale $ 1,381 — 134 — 1,515 — Net cash from operating and investing activities for Climate Technologies, InSinkErator and Therm-O-Disc were as follows: Climate Technologies ISE and TOD Total 2021 2022 2023 2021 2022 2023 2021 2022 2023 Cash from operating activities $ 906 881 ( 1,330 ) 211 ( 7 ) ( 759 ) 1,117 874 ( 2,089 ) Cash from investing activities $ ( 80 ) ( 202 ) 9,475 ( 49 ) 552 3,055 ( 129 ) 350 12,530 Cash from operating activities for 2023 reflects approximately $ 2.3 billion of income taxes paid related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Cash from investing activities for 2023 reflects the proceeds of approximately $ 9.7 billion related to the Copeland transaction and approximately $ 3.0 billion related to the InSinkErator divestiture. 47 (6) OTHER DEDUCTIONS, NET Other deductions, net are summarized below: 2021 2022 2023 Amortization of intangibles (intellectual property and customer relationships) $ 277 336 482 Restructuring costs 132 75 72 Acquisition/divestiture costs — 91 69 Foreign currency transaction (gains) losses 2 12 50 Investment-related gains & gains from sales of capital assets ( 21 ) ( 30 ) ( 69 ) Loss on Copeland equity method investment — — 177 Russia business exit — 135 47 Other ( 71 ) ( 100 ) ( 145 ) Total $ 319 519 683 In 2023, intangibles amortization included $ 258 related to the Heritage AspenTech acquisition compared to $ 97 in 2022, while 2021 included backlog amortization related to the OSI acquisition of $ 30 . Foreign currency transaction losses included a mark-to-market gain of $ 24 in 2023 related to foreign currency forward contracts entered into by AspenTech to mitigate the impact of foreign currency exchange associated with the Micromine purchase price compared to a mark-to-market loss of $ 50 in 2022. On June 21, 2023, AspenTech terminated all outstanding foreign currency forward contracts. The Company recognized a mark-to-market gain of $ 56 in 2023 related to its equity investment in National Instruments Corporation (see Note 11 for further information). Other is composed of several items, including pension expense, litigation costs, provision for bad debt and other items, none of which is individually significant. (7) RESTRUCTURING COSTS Each year the Company incurs costs to size its businesses to levels appropriate for current economic conditions and to continually improve its cost structure and operational efficiency, deploy assets globally, and remain competitive on a worldwide basis. Costs result from numerous individual actions implemented across the Company's various operating units on an ongoing basis and can include costs for moving facilities to best-cost locations, restarting plants after relocation or geographic expansion to better serve local markets, reducing headcount or the number of facilities, exiting certain product lines, and other costs resulting from asset deployment decisions (such as contract termination costs, asset write-downs and vacant facility costs). Restructuring expenses were $ 72 , $ 75 and $ 132 for 2023, 2022 and 2021, respectively. The Company expects fiscal year 2024 restructuring and related costs to be approximately $ 160 , including incremental costs related to the National Instruments acquisition. Restructuring costs by business segment follows: 2021 2022 2023 Measurement & Analytical $ 58 3 9 Final Control 41 38 12 Discrete Automation 11 — 27 Safety & Productivity 4 10 — Intelligent Devices 114 51 48 AspenTech 2 — 1 Control Systems & Software 11 11 9 Software and Control 13 11 10 Corporate 5 13 14 Total $ 132 75 72 48 A ctions taken in 2023 and 2022 inc luded workforce reductions of approximately 700 and 2,150 positions and the exit of ten and seven production facilities worldwide, respectively. Cos ts 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. The change in the liability for restructuring costs during the years ended September 30 follows: 2022 Expense Utilized/Paid 2023 Severance and benefits $ 117 42 74 85 Other 5 30 33 2 Total $ 122 72 107 87 2021 Expense Utilized/Paid 2022 Severance and benefits $ 140 44 67 117 Other 4 31 30 5 Total $ 144 75 97 122 The tables above do not include $ 20 , $ 40 and $ 34 of costs related to restructuring actions incurred in 2023, 2022 and 2021 respectively, that are required to be reported in cost of sales and selling, general and administrative expenses. (8) EQUITY METHOD INVESTMENT AND NOTE RECEIVABLE As discussed in Note 5, the Company completed the divestiture of a majority stake in Copeland on May 31, 2023, and received upfront, pre-tax cash proceeds of approximately $ 9.7 billion and a note receivable with a face value of $ 2.25 billion, while retaining a 40 percent non-controlling common equity interest in Copeland. As a result of the transaction, the Company deconsolidated Copeland from its financial statements, as it no longer has a controlling interest, and initially recognized its common equity investment and note receivable at fair values of $ 1,359 and $ 2,052 , respectively. The fair value of the common equity investment was determined using a discounted cash flow model, which included estimating financial projections for Copeland and applying an appropriate discount rate, and an option pricing model based on various assumptions. Fair value for the note receivable was determined using a market approach primarily based on interest rates for companies with similar credit quality and the expected duration of the note. The Company records its share of Copeland's income or loss using the equity method of accounting. For the year ended September 30, 2023 the Company recorded a loss of $ 177 in Other deductions to reflect its share of Copeland's reported GAAP losses and a tax benefit of $ 43 in Income taxes related to Copeland's U.S. business, which is taxed as a partnership (in total, $ 0.24 per share). The Company recognized non-cash interest income on the note receivable of $ 41 , which is reported in Interest income from related party and capitalized to the carrying value of the note. Copeland's valuations of acquired assets and liabilities are in-process and subject to refinement. As of September 30, 2023, the carrying values of the retained equity investment and note receivable were $ 1,162 and $ 2,093 , respectively. During the year ended September 30, 2023, the Company settled a note receivable and note payable with Copeland of $ 918 , which is reported in Investing and Financing cash flows, respectively. Summarized financial information for Copeland as of and for the year ended September 30, 2023 is as follows. Copeland's results only reflect activity subsequent to the Company's divestiture of its majority stake. 49 2023 Current assets $ 1,737 Noncurrent assets $ 13,818 Current liabilities $ 1,371 Noncurrent liabilities $ 8,007 Noncontrolling interests $ 215 2023 Net sales $ 1,677 Gross profit $ 479 Income (loss) from continuing operations $ ( 442 ) Net income (loss) $ ( 442 ) Net income (loss) attributable to shareholders $ ( 442 ) (9) LEASES The components of lease expense for the years ended September 30 were as follows: 2021 2022 2023 Operating lease expense $ 169 160 178 Variable lease expense $ 17 18 20 Short-term lease expense and sublease income were immaterial for the years ended September 30, 2023, 2022 and 2021. Cash paid for operating leases is classified within operating cash flows from continuing operations and was $ 170 , $ 163 and $ 167 for the years ended September 30, 2023, 2022 and 2021, respectively. Operating lease right-of-use asset additions were $ 247 , $ 94 and $ 162 for the years ended September 30, 2023, 2022 and 2021, respectively. The following table summarizes the balances of the Company's operating lease right-of-use assets and operating lease liabilities as of September 30, 2022 and 2023, the vast majority of which relates to offices and manufacturing facilities: 2022 2023 Right-of-use assets (Other assets) $ 439 550 Current lease liabilities (Accrued expenses) $ 128 144 Noncurrent lease liabilities (Other liabilities) $ 312 404 The weighted-average remaining lease term for operating leases was 6.2 years and 5.7 years, and the weighted-average discount rate was 4.2 percent and 3.0 percent as of September 30, 2023 and September 30, 2022, respectively. 50 Future maturities of operating lease liabilities as of September 30, 2023 are summarized below: 2023 2024 $ 160 2025 123 2026 84 2027 56 2028 41 Thereafter 150 Total lease payments 614 Less: Interest 66 Total lease liabilities $ 548 As of September 30, 2023, the Company had one operating lease that had not yet commenced with a lease term of approximately 15 years and total undiscounted future minimum payments of approximately $ 80 . This lease is expected to commence in 2024 and will be recorded as a right-of-use asset and lease liability. 51 (10) GOODWILL AND OTHER INTANGIBLES The change in the carrying value of goodwill by business segment follows: Final Control Measurement & Analytical Discrete Automation Safety & Productivity Control Systems & Software AspenTech Total Balance, September 30, 2021 $ 2,762 1,227 877 415 642 1,044 6,967 Acquisitions — — — — 40 7,289 7,329 Foreign currency translation and other ( 146 ) ( 57 ) ( 70 ) ( 51 ) ( 19 ) ( 7 ) ( 350 ) Balance, September 30, 2022 2,616 1,170 807 364 663 8,326 13,946 Acquisitions — 374 55 — — — 429 Foreign currency translation and other 44 1 30 24 5 1 105 Balance, September 30, 2023 $ 2,660 1,545 892 388 668 8,327 14,480 The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow: Customer Relationships Intellectual Property Capitalized Software Total 2022 2023 2022 2023 2022 2023 2022 2023 Gross carrying amount $ 4,393 4,623 3,961 4,118 1,317 1,370 9,671 10,111 Less: Accumulated amortization 957 1,270 1,027 1,411 1,115 1,167 3,099 3,848 Net carrying amount $ 3,436 3,353 2,934 2,707 202 203 6,572 6,263 Intangible asset amortization expense for the major classes included above for 2023, 2022 and 2021 was $ 764 , $ 530 and $ 432 , respectively. Based on intangible asset balances as of September 30, 2023, amortization expense is expected to approximate $ 768 in 2024, $ 696 in 2025, $ 596 in 2026, $ 564 in 2027 and $ 537 in 2028. The increase in goodwill and intangible assets in 2022 reflects the Heritage AspenTech acquisition. (11) FINANCIAL INSTRUMENTS Following is a discussion regarding the Company’s use of financial instruments: Hedging Activities As of September 30, 2023, the notional amount of foreign currency hedge positions was approximately $ 2.4 billion. All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of September 30, 2023 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting. Net Investment Hedge In 2019, the Company issued euro-denominated debt of € 1.5 billion. The euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations. Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated. 52 The following gains and losses are included in earnings and other comprehensive income (OCI): Gain (Loss) to Earnings Gain (Loss) to OCI 2021 2022 2023 2021 2022 2023 Location Commodity Cost of sales $ 33 12 ( 19 ) 29 ( 20 ) 6 Foreign currency Sales 3 ( 2 ) ( 3 ) 3 ( 9 ) — Foreign currency Cost of sales 8 31 65 34 53 42 Foreign currency Other deductions, net 53 48 ( 128 ) Net Investment Hedge Euro denominated debt 16 21 266 ( 128 ) Total $ 97 89 ( 69 ) 87 290 ( 80 ) Regardless of whether derivatives and non-derivative financial instruments receive hedge accounting, the Company expects hedging gains or losses to be offset by losses or gains on the related underlying exposures. The amounts ultimately recognized will differ from those presented above for open positions, which remain subject to ongoing market price fluctuations until settlement. Derivatives receiving hedge accounting are highly effective and no amounts were excluded from the assessment of hedge effectiveness. Equity Investment The Company had an equity investment in National Instruments Corporation ("NI"), valued at $ 136 as of September 30, 2023 (reported in Other noncurrent assets), and recognized a mark-to-market gain of $ 56 in 2023. On April 12, 2023, Emerson announced an agreement to acquire NI for $ 60 per share in cash for the remaining shares not already owned by Emerson and the transaction closed on October 11, 2023. See Note 23. Fair Value Measurement Valuations for all derivatives, the Company's note receivable from Copeland, and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy. The fair value of the note receivable as of September 30, 2023 was approximately $ 1.9 billion, which was lower than the carrying value by approximately $ 200 . See Note 8 for further details. The fair value of long-term debt was $ 6.9 billion and $ 7.6 billion, respec tively, as of September 30, 2023 and 2022, which was lower than the carrying value by $ 1,275 and $ 1,207 , respectively. The fair values of commodity and foreign currency contracts were reported in Other current assets and Accrued expenses as summarized below: 2022 2023 Assets Liabilities Assets Liabilities Commodity $ — 25 — — Foreign currency $ 51 80 30 22 Commodity contracts, which related to discontinued operations, were novated to Copeland upon the completion of the transaction and therefore no amounts are reported in the Company's balance sheet as of September 30, 2023 . The fair value of the Company's equity investment in National Instruments falls within Level 1 and was based on the most recent quoted closing market price from its principal exchange for the period ended September 30, 2023 . 53 (12) SHORT-TERM BORROWINGS AND LINES OF CREDIT Short-term borrowings and current maturities of long-term debt are as follows: 2022 2023 Current maturities of long-term debt $ 516 546 Commercial paper and other short-term borrowings 1,599 1 Total $ 2,115 547 Interest rate for weighted-average short-term borrowings at year end 2.8 % 0.4 % In February 2023, the Company entered into a $ 3.5 billion five-year revolving backup credit facility with various banks, which replaced the May 2018 $ 3.5 billion facility. The credit facility is maintained to support general corporate purposes, including commercial paper borrowings. The Company has not incurred any borrowings under this or previous facilities. The credit facility contains no financial covenants and is not subject to termination based on a change of credit rating or material adverse changes. The facility is unsecured and may be accessed under various interest rate alternatives at the Company’s option. Fees to maintain the facility are immaterial. (13) LONG-TERM DEBT The details of long-term debt follow: 2022 2023 2.625 % notes due February 2023 $ 500 — 0.375 % euro notes due May 2024 490 529 3.15 % notes due June 2025 500 500 1.25 % euro notes due October 2025 490 529 0.875 % notes due October 2026 750 750 1.8 % notes due October 2027 500 500 2.0 % notes due December 2028 1,000 1,000 2.0 % euro notes due October 2029 490 529 1.95 % notes due October 2030 500 500 2.20 % notes due December 2031 1,000 1,000 6.0 % notes due August 2032 250 250 6.125 % notes due April 2039 250 250 5.25 % notes due November 2039 300 300 2.75 % notes due October 2050 500 500 2.80 % notes due December 2051 1,000 1,000 Other 255 19 Long-term debt 8,775 8,156 Less: Current maturities 516 546 Total, net $ 8,259 7,610 Long-term debt maturing during each of the four years after 2024 is $ 520 , $ 538 , $ 746 and $ 497 , respectively. Total interest paid on long-term debt was approximately $ 200 , $ 199 and $ 156 in 2023, 2022 and 2021, respectively. During the year, the Company repaid $ 500 of 2.625 % notes that matured in February 2023 and AspenTech repaid $ 264 to pay off the outstanding balance on its existing term loan facility plus accrued interest. In 2022, the Company repaid $ 500 of 2.625 % notes that matured in December 2021. In December 2021, the Company issued $ 1,000 of 2.0 % notes due December 2028, $ 1,000 of 2.20 % notes due December 2031 and $ 1,000 of 2.80 % notes due December 2051. 54 The Company maintains a universal shelf registration statement on file with the SEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase units without a predetermined limit. Securities can be sold in one or more separate offerings with the size, price and terms to be determined at the time of sale. (14) PENSION AND POSTRETIREMENT PLANS Retirement plans expense includes the following components: U.S. Plans Non-U.S. Plans 2021 2022 2023 2021 2022 2023 Defined benefit plans: Service cost (benefits earned during the period) $ 54 49 25 29 25 20 Interest cost 94 99 164 32 33 50 Expected return on plan assets ( 264 ) ( 253 ) ( 247 ) ( 74 ) ( 56 ) ( 39 ) Net amortization and other 143 102 ( 55 ) 14 3 18 Net periodic pension expense (income) 27 ( 3 ) ( 113 ) 1 5 49 Defined contribution plans 114 124 111 52 52 49 Total retirement plans expense (income) $ 141 121 ( 2 ) 53 57 98 Net periodic pension expense decreased in 2023 primarily due to lower amortization of deferred losses partially offset by higher interest costs. Net periodic pension expense (income) includes $ 7 , $ 16 and $ 21 and defined contribution expense includes $ 14 , $ 32 and $ 30 for 2023, 2022 and 2021, respectively, related to discontinued operations. For defined contribution plans, the Company makes cash contributions based on plan requirements, which are expensed as incurred. The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016. 55 All of the following tables include defined benefit pension plans related to continuing and discontinued operations. Details of the changes in the actuarial present value of the projected benefit obligation and the fair value of plan assets for defined benefit pension plans follow: U.S. Plans Non-U.S. Plans 2022 2023 2022 2023 Projected benefit obligation, beginning $ 4,338 3,112 1,562 965 Service cost 49 25 25 20 Interest cost 99 164 33 50 Actuarial gain ( 1,170 ) ( 75 ) ( 404 ) ( 25 ) Curtailments — ( 31 ) — — Benefits paid ( 204 ) ( 204 ) ( 40 ) ( 42 ) Settlements — ( 2 ) ( 29 ) ( 70 ) Acquisitions (Divestitures), net — ( 56 ) — ( 46 ) Foreign currency translation and other — 1 ( 182 ) 74 Projected benefit obligation, ending $ 3,112 2,934 965 926 Fair value of plan assets, beginning $ 4,844 3,625 1,474 908 Actual return on plan assets ( 1,030 ) 230 ( 337 ) ( 40 ) Employer contributions 15 14 28 32 Benefits paid ( 204 ) ( 204 ) ( 40 ) ( 42 ) Settlements — ( 2 ) ( 29 ) ( 70 ) Acquisitions (Divestitures), net — ( 74 ) — 2 Foreign currency translation and other — 1 ( 188 ) 74 Fair value of plan assets, ending $ 3,625 3,590 908 864 Net amount recognized in the balance sheet $ 513 656 ( 57 ) ( 62 ) Location of net amount recognized in the balance sheet: Noncurrent asset $ 663 815 205 180 Noncurrent asset held-for-sale 13 — — — Current liability ( 14 ) ( 14 ) ( 17 ) ( 17 ) Noncurrent liability ( 149 ) ( 145 ) ( 203 ) ( 225 ) Net liability held-for-sale — — ( 42 ) — Net amount recognized in the balance sheet $ 513 656 ( 57 ) ( 62 ) Pretax accumulated other comprehensive loss $ ( 284 ) ( 257 ) ( 136 ) ( 181 ) Actuarial gains in 2023 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 6.03 % and 5.2 % at September 30, 2023 compared to 5.64 % and 4.9 % at September 30, 2022, respectively. A ctuarial gains in 2022 were largely due to an increase in the discount rates used to estimate the benefit obligations for the U.S. and non-U.S. plans, which were 5.64 % and 4.9 % at September 30, 2022 compared to 2.92 % and 2.2 % at September 30, 2021, respectively. As of September 30, 2023, U.S. pension plans were overfunded by $ 656 in total, including unfunded plans totaling $ 159 . The non-U.S. plans were underfunded by $ 62 , including unfunded plans totaling $ 213 . As of the September 30, 2023 and 2022 measurement dates, the plans' total accumulated benefit obligation was $ 3,719 and $ 3,910 , respectively. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with projected benefit obligations in excess of plan assets were $ 519 , $ 435 and $ 118 , respectively, for 2023, and $ 527 , $ 444 and $ 102 , respectively, for 2022. The total projected benefit obligation, accumulated benefit obligation and fair value of plan assets for individual plans with accumulated benefit obligations 56 in excess of plan assets were $ 469 , $ 413 and $ 77 , respectively, for 2023, and $ 477 , $ 421 and $ 63 , respectively, for 2022. Future benefit payments by U.S. plans are estimated to be $ 222 in 2024, $ 226 in 2025, $ 229 in 2026, $ 230 in 2027, $ 231 in 2028 and $ 1,142 in total over the five years 2029 through 2033. Based on foreign currency exchange rates as of September 30, 2023, future benefit payments by non-U.S. plans are estimated to be $ 62 in 2024, $ 58 in 2025, $ 61 in 2026, $ 63 in 2027, $ 69 in 2028 and $ 358 in total over the five years 2029 through 2033. The Company expects to contribute approximately $ 45 to its retirement plans in 2024. The weighted-average assumptions used in the valuation of pension benefits follow: U.S. Plans Non-U.S. Plans 2021 2022 2023 2021 2022 2023 Net pension expense Discount rate used to determine service cost 3.16 % 3.16 % 5.66 % 1.9 % 2.2 % 4.9 % Discount rate used to determine interest cost 2.10 % 2.31 % 5.49 % 1.9 % 2.2 % 4.9 % Expected return on plan assets 6.50 % 6.00 % 6.00 % 5.6 % 4.4 % 4.4 % Rate of compensation increase 3.25 % 4.00 % 4.00 % 3.6 % 3.7 % 4.0 % Benefit obligations Discount rate 2.92 % 5.64 % 6.03 % 2.2 % 4.9 % 5.2 % Rate of compensation increase 3.25 % 4.00 % 4.00 % 3.7 % 4.0 % 3.9 % The discount rate for the U.S. retirement plans was 6.03 percent as of September 30, 2023. An actuarially developed, company-specific yield curve is used to determine the discount rate. To determine the service and interest cost components of pension expense for its U.S. retirement plans, the Company applies the specific spot rates along the yield curve, rather than the single weighted-average rate, to the projected cash flows to provide more precise measurement of these costs. The expected return on plan assets assumption is determined by reviewing the investment returns of the plans for the past 10 years plus longer-term historical returns of an asset mix approximating the Company's asset allocation targets, and periodically comparing these returns to expectations of investment advisors and actuaries to determine whether long-term future returns are expected to differ significantly from the past. The Company's asset allocations at September 30, 2023 and 2022, and weighted-average target allocations follow: U.S. Plans Non-U.S. Plans 2022 2023 Target 2022 2023 Target Equity securities 39 % 39 % 35 - 45 % 11 % 8 % 5 - 15 % Debt securities 54 51 50 - 60 73 75 70 - 80 Other 7 10 0 - 10 16 17 10 - 20 Total 100 % 100 % 100 % 100 % 100 % 100 % The primary objective for the investment of pension assets is to secure participant retirement benefits by earning a reasonable rate of return. Plan assets are invested consistent with the provisions of the prudence and diversification rules of ERISA and with a long-term investment horizon. The Company continuously monitors the value of assets by class and routinely rebalances to remain within target allocations. The equity strategy is to minimize concentrations of risk by investing primarily in a mix of companies that are diversified across geographies, market capitalization, style, sectors and industries worldwide. The approach for bonds emphasizes investment-grade corporate and government debt with maturities matching a portion of the longer duration pension liabilities. The bonds strategy also includes a high-yield element which is generally shorter in duration. For diversification, a small portion of U.S. plan assets is allocated to private equity partnerships and real asset fund investments, providing opportunities for above market returns. Leveraging techniques are not used and the use of derivatives in any fund is limited and inconsequential. 57 The fair values of defined benefit pension assets a s of September 30, o rganized by asset class and by the fair value hierarchy of ASC 820, Fair Value Measurement, follow. Investments valued based on the net asset value (NAV) of fund units held, as derived from the fair value of the underlying assets, are excluded from the fair value hierarchy. Level 1 Level 2 Level 3 Measured at NAV Total % 2023 U.S. equities $ 396 9 — 619 1,024 23 % International equities 210 14 — 103 327 7 % Emerging market equities — 1 — 118 119 3 % Corporate bonds — 1,008 — 843 1,851 42 % Government bonds — 505 — 124 629 14 % Other 121 7 126 250 504 11 % Total $ 727 1,544 126 2,057 4,454 100 % 2022 U.S. equities $ 405 6 633 1,044 23 % International equities 225 10 123 358 8 % Emerging market equities — 1 124 125 3 % Corporate bonds — 1,143 859 2,002 44 % Government bonds — 468 152 620 14 % Other ( 9 ) 7 130 256 384 8 % Total $ 621 1,635 130 2,147 4,533 100 % Asset Classes U.S. equities reflect companies domiciled in the U.S., including multinational companies. International equities are comprised of companies domiciled in developed nations outside the U.S. Emerging market equities are comprised of companies domiciled in portions of Asia, Eastern Europe and Latin America. Corporate bonds represent investment-grade debt of issuers primarily from the U.S. Government bonds include investment-grade instruments issued by federal, state and local governments, primarily in the U.S. Other includes cash, interests in mixed asset funds investing in commodities, natural resources, agriculture, real estate and infrastructure funds, life insurance contracts (U.S.), and shares in certain general investment funds of financial institutions or insurance arrangements (non-U.S.) that typically ensure no market losses or provide for a small minimum return guarantee. Fair Value Hierarchy Categories Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Cash is valued at cost, which approximates fair value. Debt securities categorized as Level 2 assets are generally valued based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Valuation techniques and inputs for these assets include discounted cash flow analysis, earnings multiple approaches, recent transactions, transfer restrictions, prevailing discount rates, volatilities, credit ratings and other factors. In the Other class, interests in mixed asset funds are Level 2, and U.S. life insurance contracts and non-U.S. general fund investments and insurance arrangements are Level 3. Investments measured at NAV are primarily nonexchange-traded commingled or collective funds where the underlying securities have observable prices available from active markets and typically provide liquidity daily or within a few days. The NAV category also includes fund investments in private equities, real estate and infrastructure where the fair value of the underlying assets is determined by the investment manager. Total unfunded commitments for the private equity funds were approximately $ 115 at September 30, 2023. These investments cannot be redeemed, but instead the funds will make distributions through liquidation of the underlying assets, which is expected to occur over approximately the next 10 years. The real estate and infrastructure funds typically offer quarterly redemption. Postretirement Plans The Company also sponsors unfunded postretirement benefit plans (primarily health care) for certain U.S. retirees and their dependents. The Company’s principal U.S. postretirement plan has been frozen to new employees since 58 1993. The postretirement benefit liability for all plans was $ 72 and $ 83 as of September 30, 2023 and 2022, respectively, and included deferred actuarial gains in accumulated other comprehensive income of $ 95 and $ 112 , respectively. Service and interest costs are negligible and more than offset by the amortization of deferred actuarial gains, which resulted in net postretirement income of $ 19 for 2023 and $ 12 for 2022 and $ 15 for 2021. Benefits paid were $ 9 and $ 10 for 2023 and 2022, respectively, and the Company estimates that future health care benefit payments will be approximately $ 8 per year for 2024 through 2028, and $ 29 in total over the five years 2029 through 2033. (15) CONTINGENT LIABILITIES AND COMMITMENTS The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability (including asbestos) and other matters, several of which claim substantial amounts of damages. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management's estimates of the outcomes of these matters; and the Company's experience in contesting, litigating and settling similar matters. The Company engages an outside expert to develop an actuarial estimate of its expected costs to resolve all pending and future asbestos claims, including defense costs, as well as its related insurance receivables. The reserve for asbestos litigation, which is recorded on an undiscounted basis, is based on projected claims through 2065. See Note 21 for additional information about the Company's asbestos liabilities and related insurance receivables. Although it is not possible to predict the ultimate outcome of these matters, the Company historically has been largely successful in defending itself against claims and suits that have been brought against it, and will continue to defend itself vigorously in all such matters. While the Company believes a material adverse impact is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future development could have a material adverse impact on the Company. The Company enters into certain indemnification agreements in the ordinary course of business in which the indemnified party is held harmless and is reimbursed for losses incurred from claims by third parties, usually up to a prespecified limit. In connection with divestitures of certain assets or businesses, the Company often provides indemnities to the buyer with respect to certain matters including, for example, environmental or unidentified tax liabilities related to periods prior to the disposition. Because of the uncertain nature of the indemnities, the maximum liability cannot be quantified. As such, contingent liabilities are recorded when they are both probable and reasonably estimable. Historically, payments under indemnity arrangements have been inconsequential. At September 30, 2023, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial statements, nor were there any material commitments outside the normal course of business. (16) INCOME TAXES Pretax earnings from continuing operations consist of the following: 2021 2022 2023 United States $ 675 1,345 1,352 Non-U.S. 1,087 1,087 1,374 Total pretax earnings $ 1,762 2,432 2,726 59 The principal components of income tax expense follow: 2021 2022 2023 Current: U.S. federal $ 17 315 465 State and local 14 36 47 Non-U.S. 258 306 369 Deferred: U.S. federal 84 ( 92 ) ( 198 ) State and local ( 2 ) ( 13 ) ( 23 ) Non-U.S. ( 25 ) ( 3 ) ( 61 ) Income tax expense $ 346 549 599 Reconciliations of the U.S. federal statutory income tax rate to the Company's effective tax rate follow. 2021 2022 2023 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State and local taxes, net of U.S. federal tax benefit 0.5 0.7 0.7 Non-U.S. rate differential 2.6 1.2 0.8 Non-U.S. tax holidays ( 1.2 ) ( 1.1 ) ( 0.9 ) Research and development credits ( 0.9 ) ( 0.5 ) ( 0.5 ) Foreign derived intangible income ( 1.6 ) ( 2.0 ) ( 2.8 ) Subsidiary restructuring ( 0.8 ) 0.8 — Russia business exit — 2.0 0.2 Other — 0.5 3.5 Effective income tax rate 19.6 % 22.6 % 22.0 % The 2023 increase in other was driven by a 1 percentage point impact from U.S. taxation of Non-U.S. operations and a 2 percentage point impact due to an increase in unrecognized tax benefits. The Company has elected to recognize the tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries as a period expense when it is incurred. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic, and among other things, provides tax relief to businesses. Tax provisions of the CARES Act included the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company deferred $ 73 of certain payroll taxes through the end of calendar year 2020, of which approximately $ 37 was paid in December 2021 and the remainder paid in December 2022. Non-U.S. tax holidays reduce tax rates in certain jurisdictions. Approximately 80 percent of the tax holidays expire over the next four years , with the remainder expiring by 2030. 60 Following are changes in unrecognized tax benefits before considering recoverability of any cross-jurisdictional tax credits (U.S. federal, state and non-U.S.) and temporary differences. The amount of unrecognized tax benefits is not expected to change significantly in the next 12 months. 2022 2023 Unrecognized tax benefits, beginning $ 209 167 Additions for current year tax positions 24 78 Additions for prior year tax positions 9 13 Reductions for prior year tax positions ( 65 ) ( 10 ) Acquisitions and divestitures 1 — Reductions for settlements with tax authorities — ( 5 ) Reductions for expiration of statutes of limitations ( 11 ) ( 8 ) Unrecognized tax benefits, ending $ 167 235 If none of the unrecognized tax benefits shown is ultimately paid, the tax provision and the calculation of the effective tax rate would be favorably impacted by $ 196 , which is net of cross-jurisdictional tax credits and temporary differences. The Company accrues interest and penalties related to income taxes in income tax expense. Total expense (income) recognized was $ 1 , $( 7 ) and $( 6 ) in 2023, 2022 and 2021, respectively. As of September 30, 2023 and 2022, total accrued interest and penalties were $ 22 and $ 21 , respectively. The U.S. is the major jurisdiction for which the Company files income tax returns. Examinations for U.S. federal are complete through 2017, except for 2014. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. The principal items that gave rise to deferred income tax assets and liabilities follow: 2022 2023 Deferred tax assets: Net operating losses, capital losses and tax credits $ 209 253 Accrued liabilities 213 163 Postretirement and postemployment benefits 21 17 Employee compensation and benefits 122 103 Other 125 158 Total $ 690 694 Valuation allowances $ ( 171 ) ( 164 ) Deferred tax liabilities: Intangibles $ ( 1,622 ) ( 1,387 ) Pensions ( 126 ) ( 151 ) Property, plant and equipment ( 207 ) ( 148 ) Undistributed non-U.S. earnings ( 37 ) ( 32 ) Deferred gains ( 10 ) ( 596 ) Other ( 146 ) ( 75 ) Total $ ( 2,148 ) ( 2,389 ) Net deferred income tax liability $ ( 1,629 ) ( 1,859 ) Total income taxes paid were approximately $ 3,310 , $ 720 and $ 680 in 2023, 2022 and 2021, respectively. Taxes paid in 2023 included approximately $ 2.3 billion related to the gains on the Copeland transaction and InSinkErator divestiture and subsidiary restructurings related to the Copeland transaction. Approximately two-thirds of the $ 253 of net operating losses can be carried forward indefinitely, while most of the remainder expire over the next 10 years. 61 (17) STOCK-BASED COMPENSATION The Company's stock-based compensation plans include performance shares, restricted stock, restricted stock units, and stock options. Although the Company has discretion, shares distributed under these plans are issued from treasury stock. In fiscal 2022, the Company changed the terms of its annual performance share awards that were issued in the first quarter. The terms meet the criteria for equity classification in accordance with ASC 718, Compensation - Stock Compensation , and therefore expense will be recognized on a fixed basis over the three-year performance period. The terms of the performance share awards issued in fiscal 2021 are unchanged and therefore continue to be accounted for as liability awards and marked-to-market each period based on changes in the stock price. AspenTech also has stock-based compensation plans that are settled in its own stock. These plans consist of performance shares, restricted stock units and stock options. Total compensation expense and income tax benefits for Emerson and AspenTech stock options and incentive shares follows. 2021 2022 2023 Performance shares $ 203 89 165 Restricted stock and restricted stock units 21 23 24 AspenTech stock-based compensation plans — 32 82 Total stock compensation expense 224 144 271 Less: discontinued operations 27 19 21 Stock compensation expense from continuing operations $ 197 125 250 Income tax benefits recognized $ 27 19 28 As of September 30, 2023, total unrecognized compensation expense related to unvested shares awarded under Emerson plans was $ 119 , which is expected to be recognized over a weighted-average period of 1.1 years, while the total future unrecognized compensation cost related to AspenTech stock options, RSUs and performance stock units was $ 18 , $ 59 and $ 12 respectively, which is expected to be recorded over a weighted average period of 2.1 years, 3.0 years and 2.8 respectively. Emerson Performance Shares, Restricted Stock and Restricted Stock Units The Company's incentive shares plans include performance shares awards which distribute the value of common stock to key management employees at the conclusion of a three-year period subject to certain operating performance conditions and other terms and restrictions. The form of distribution is primarily shares of common stock, with a portion in cash in the first quarter following the end of the applicable three-year performance period. Dividend equivalents are only paid on earned awards after the performance period has concluded. Compensation expense for performance shares is recognized over the service period based on the number of shares ultimately expected to be earned. Information related to performance share payouts for the years ended September 30, 2022 and 2023 follows (shares in thousands): 2022 2023 Performance period 2019 - 2021 2020 - 2022 Percent payout 101 % 106 % Total shares earned 1,341 1,557 Shares distributed in cash, primarily for tax withholding 586 684 As of September 30, 2023, approximately 1,468,000 shares awarded primarily in 2021 were outstanding, contingent on the Company achieving its performance objectives through 2023. The objectives for these shares were met at t he 118 percent level a nd the shares will be distributed in early fiscal 2024. 62 Additionally, the rights to receive approximately 975,000 and 928,000 shares awarded in 2023 and 2022, respectively, are outstanding and contingent upon the Company achieving its performance objectives through 2025 and 2024, respectively. Incentive shares plans also include restricted stock awards and restricted stock units. Restricted stock awards involve distribution of common stock to key management employees subject to cliff vesting at the end of service periods ranging from three to ten years while restricted stock units granted to employees cliff vest at the end of a three-year period. The fair value of restricted stock awards and restricted stock units is determined based on the average of the high and low market prices of the Company's common stock on the date of grant, with compensation expense recognized ratably over the applicable vesting period. In 2023, approximately 125,000 shares of restricted stock and approximately 220,000 restricted stock units vested as a result of participants fulfilling the applicable service requirements. Consequently, approximately 80,000 shares and 158,000 units were issued while 45,000 shares and 62,000 units were withheld for income taxes in accordance with minimum withholding requirements. A s of September 30, 2023, there were approximately 1,065,000 shares of unvested restricted stock and restricted stock units outstanding. In addition to the employee stock option and incentive share plans, in 2023 the Company awarded approximately 22,000 restricted stock units under the restricted stock plan for non-management directors. As of September 30, 2023, approximately 57,000 shares were available for issuance under this plan. As of September 30, 2023, 2.7 million shares remained available for award under incentive shares plans. Changes in shares outstanding but not yet earned under incentive shares plans during the year ended September 30, 2023 follow (shares in thousands; assumes 100 percent payout of unvested awards): Shares Average Grant Date Fair Value Per Share Beginning of year 5,280 $ 77.58 Granted 1,263 $ 87.33 Earned/vested ( 1,814 ) $ 71.70 Canceled ( 292 ) $ 89.49 End of year 4,437 $ 82.02 Information related to Emerson incentive shares plans follows: 2021 2022 2023 Total fair value of shares earned/vested $ 131 158 158 Share awards distributed in cash, primarily for tax withholding $ 58 69 73 Emerson Stock Options There were no stock option grants in 2023, 2022 and 2021. The Company's stock option plans expired in 2021. Previously awarded stock options allow key officers and employees to purchase common stock at specified prices, which are equal to 100 percent of the closing market price of the Company's stock on the date of grant. Options generally vest one-third in each of the three years subsequent to grant and expire 10 years from the date of grant. Compensation expense is recognized ratably over the vesting period based on the number of options expected to vest. 63 Changes in shares subject to options during the year ended September 30, 2023 follow (shares in thousands): Weighted- Average Exercise Price Per Share Shares Total Intrinsic Value of Shares Average Remaining Life (Years) Beginning of year $ 58.10 1,692 Options exercised $ 60.66 ( 1,099 ) Options canceled $ 53.05 ( 4 ) End of year $ 53.35 589 $ 26 2.1 Exercisable at end of year $ 53.35 589 $ 26 2.1 Information related to Emerson stock options follows: 2021 2022 2023 Cash received for option exercises $ 114 15 49 Intrinsic value of options exercised $ 53 11 27 Tax benefits related to option exercises $ 6 7 4 AspenTech Stock-Based Compensation As discussed in Note 4, Emerson completed the acquisition of Heritage AspenTech in the third quarter of 2022. AspenTech, as defined in Note 4, operates as a separate publicly traded company and has various stock-based compensation plans, including stock options and restricted stock units, which are settled in their own common stock and are accounted for as equity awards. Restricted stock units generally vest over four years . Option awards have been granted with an exercise price equal to the market closing price of AspenTech's stock on the trading day prior to the grant date. These options generally vest over four years and expire within seven years or ten years of grant. AspenTech's policy is to issue new shares upon the exercise of vested stock awards. Pursuant to the terms of the transaction agreement between Emerson and Heritage AspenTech, each outstanding option to purchase shares of Heritage AspenTech common stock, whether vested or unvested, that was unexercised as of immediately prior to the closing date was converted into an option to acquire shares of AspenTech. Each converted option is subject to the same terms and conditions as applied to the original option. In addition, each outstanding award of restricted stock units with respect to shares of Heritage AspenTech common stock that were unvested as of immediately prior to the closing date was converted into an award of restricted stock units with respect to shares of AspenTech. Each converted restricted stock unit is also subject to the same terms and conditions as applied to the original restricted stock unit. ASC 805 required the Company to determine the fair value of the AspenTech share-based payment awards related to the replacement of the Heritage AspenTech share-based payment awards, and allocate the total fair value based on the services that are attributable to the pre- and post-combination service periods, respectively. The portion that is attributable to the pre-combination service period was considered part of the consideration transferred for Heritage AspenTech and included as part of the purchase price. The portion that is attributable to the post-combination service period is recognized as stock-based compensation expense in the post-combination consolidated financial statements over the remaining requisite service period. AspenTech Stock Options AspenTech utilizes the Black-Scholes option valuation model for estimating the fair value of options granted. The Black-Scholes option valuation model incorporates assumptions regarding expected stock price volatility, the expected life of the option, the risk-free interest rate, dividend yield and the market value of AspenTech's common stock. The expected stock price volatility is determined based on AspenTech's stock’s historic prices over a period commensurate with the expected life of the award. The expected life of an option represents the period for which options are expected to be outstanding as determined by historic option exercises and cancellations. The risk-free interest rate is based on the U.S. Treasury yield curve for notes with terms approximating the expected life of the options granted. The expected dividend yield is zero , based on AspenTech's history and expectation of not paying dividends on common shares. Stock-based compensation expense is recognized on a straight-line basis, net of forfeitures as they occur, over the requisite service period for time-vested awards. 64 The weighted-average assumptions used in valuations for 2023 are: risk-free interest rate, 3.8 percent; dividend yield, none ; expected volatility, 39.3 percent; and expected life, approximately 5 years. A summary of AspenTech stock option activity in 2023 is as follows (shares in thousands): Weighted- Average Exercise Price Per Share Shares Total Intrinsic Value of Shares Average Remaining Contractual Term (Years) Beginning of year $ 131.26 1,256 Granted $ 196.04 47 Exercised $ 93.04 ( 302 ) Canceled / Forfeited $ 179.87 ( 27 ) End of year $ 161.26 974 $ 59 6.3 Exercisable at end of year $ 128.61 667 $ 51 5.3 Vested and expected to vest at September 30, 2023 $ 143.96 957 $ 59 6.3 The weighted average estimated fair value of option awards granted during 2023 was $ 76.99 . The total intrinsic value of options exercised during 2023 was $ 38 . Cash proceeds of $ 29 from issuances of shares of AspenTech common stock were received during 2023. AspenTech Restricted Stock Units and Performance Stock Units A summary of AspenTech restricted stock unit and performance stock unit activity in 2023 is as follows (shares in thousands): Weighted- Average Grant Date Fair Value Shares Beginning of year $ 190.44 589 Granted $ 192.51 367 Settled $ 193.23 ( 268 ) Canceled / Forfeited $ 195.48 ( 35 ) End of year $ 193.17 653 Vested and expected to vest at September 30, 2023 $ 193.24 566 During 2023, AspenTech granted performance stock units with a performance condition and service condition. These performance stock units vest on a cliff basis in three years based upon the achievement of predefined performance goals, with the ability for 25 percent of granted awards to vest on an accelerated basis in each of the first two years . The performance goal relates to the sum of (i) Annual Contract Value growth and (ii) free cash flow margin over the performance period. Up to 175 percent of the performance stock units could vest upon achievement of the performance goals. Conversely, if a minimum performance goal is not met, none of the performance stock units will vest. On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements. During 2023, the total fair value of vested shares from AspenTech RSU grants amounted to $ 53 . Withholding taxes of $ 19 were paid on vested RSUs during 2023. At September 30, 2023, common stock reserved for future issuance under all AspenTech equity compensation plans was 3.7 million shares. (18) COMMON AND PREFERRED STOCK At September 30, 2023, 8.8 million shares of common stock were reserved for issuance under the Company's stock-based compensation plans. During 2023, 21.3 million common shares were purchased and 1.8 million 65 treasury shares were reissued. In 2022, 5.7 million common shares were purchased and 1.3 million treasury shares were reissued. At September 30, 2023 and 2022, the Company had 5.4 million shares of $ 2.50 par value preferred stock authorized, with none issued. (19) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Activity in Accumulated other comprehensive income (loss) is shown below, net of income taxes: Foreign currency translation 2021 2022 2023 Beginning balance $ ( 711 ) ( 629 ) ( 1,265 ) Other comprehensive income (loss), net of tax of $( 5 ), $( 62 ) and $ 26 , respectively 82 ( 636 ) 158 Reclassified to gain on sale of business — — 95 Ending balance ( 629 ) ( 1,265 ) ( 1,012 ) Pension and postretirement Beginning balance ( 864 ) ( 259 ) ( 222 ) Actuarial gains (losses) deferred during the period, net of taxes of $( 150 ), $ 10 and $ 0 , respectively 499 ( 33 ) 4 Amortization of deferred actuarial losses into earnings, net of tax of $( 34 ), $( 21 ) and $ 17 , respectively 106 70 ( 51 ) Reclassified to gain on sale of business — — 22 Ending balance ( 259 ) ( 222 ) ( 247 ) Cash flow hedges Beginning balance ( 2 ) 16 2 Gains deferred during the period, net of taxes of $( 15 ), $( 6 ) and $( 11 ), respectively 51 18 37 Reclassifications of realized (gains) losses to sales and cost of sales, net of tax of $ 11 , $ 10 and $ 4 , respectively ( 33 ) ( 32 ) ( 14 ) Reclassified to gain on sale of business — — ( 19 ) Ending balance 16 2 6 Accumulated other comprehensive income (loss) $ ( 872 ) ( 1,485 ) ( 1,253 ) (20) BUSINESS SEGMENTS INFORMATION As disclosed in Note 5, the financial results of Climate Technologies, InSinkErator and Therm-O-Disc are reported as discontinued operations for all periods presented. As a result of these portfolio actions, the Company has realigned its business segments and now reports six segments and two business groups, which are highlighted in the table below. The Company also reclassified certain product sales that were previously reported in Control Systems & Software to Discrete Automation. INTELLIGENT DEVICES SOFTWARE AND CONTROL • Final Control • Control Systems & Software • Measurement & Analytical • AspenTech • Discrete Automation • Safety & Productivity The new segments were previously described as follows: Final Control was the Valves, Actuators & Regulators product offering; Measurement & Analytical was the Measurement & Analytical instrumentation product offering; Discrete Automation was the Industrial Solutions product offering; Safety & Productivity was the Tools & Home Products segment, excluding the divested InSinkErator business; Control Systems & Software was the Systems & 66 Software product offering; and, AspenTech remains unchanged. The AspenTech segment was identified in the third quarter of fiscal 2022 as a result of the Heritage AspenTech acquisition and reflects the combined results of Heritage AspenTech and the Emerson Industrial Software Business (see Note 4 for further details). The results for this new segment include the historical results of the Emerson Industrial Software Business (which were previously reported in the Control Systems & Software segment), while results related to the Heritage AspenTech business only include periods subsequent to the close of the transaction. Prior year amounts have been reclassified to conform to the current year presentation. The Final Control segment is a leading global provider of control valves, isolation valves, shutoff valves, pressure relief valves, pressure safety valves, actuators, and regulators for process and hybrid industries. 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 reliability and optimized performance. The Measurement & Analytical segment is a leading supplier of intelligent instrumentation measuring the physical properties of liquids or gases, such as pressure, temperature, level, flow, acoustics, corrosion, pH, conductivity, water quality, toxic gases, and flame. The instrumentation transfers data to control systems and automation software, allowing process and hybrid industry operators to make educated decisions regarding production, reliability and safety. The Discrete Automation segment includes solenoid valves, pneumatic valves, valve position indicators, pneumatic cylinders and actuators, air preparation equipment, pressure and temperature switches, electric linear motion solutions, programmable automation control systems and software, electrical distribution equipment, and materials joining solutions used primarily in discrete industries. The Safety & Productivity segment offers tools for professionals and homeowners that promote safety and productivity. Pipe-working tools include pipe wrenches, pipe cutters, pipe threading and roll grooving equipment, battery hydraulic tools for press connections, drain cleaners, tubing tools and diagnostic systems, including sewer inspection cameras and locating equipment. Electrical tools include conduit benders and cable pulling equipment, battery hydraulic tools for cutting and crimping electrical cable, and hole-making equipment. Other professional tools include water jetters, wet-dry vacuums, commercial vacuums and hand tools. The Control Systems & Software segment provides control systems and software that control plant processes by collecting and analyzing information from measurement devices in the plant and using that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality, process efficiency and safety. These solutions include distributed control systems, safety instrumented systems, SCADA systems, application software, digital twins, asset performance management and cybersecurity. Control Systems & Software solutions are predominantly used by process and hybrid manufacturers. AspenTech is a global leader in asset optimization software that enables industrial manufacturers to design, operate, and maintain their operations for maximum performance. AspenTech combines decades of modeling, simulation, and optimization capabilities with industrial operations expertise and applies advanced analytics to improve the profitability and sustainability of production assets. The purpose-built software drives value for customers by improving operational efficiency and maximizing productivity, reducing unplanned downtime and safety risks, and minimizing energy consumption and emissions. The principal distribution method for each segment is direct sales forces, although the Company also uses independent sales representatives and distributors. Due to its global presence, certain of the Company's international operations are subject to risks including the stability of governments and business conditions in foreign countries which could result in adverse changes in exchange rates, changes in regulations or disruption of operations. The primary income measure used for assessing segment performance and making operating decisions is earnings before interest and income taxes. Certain expenses are reported at Corporate, including stock compensation expense and a portion of pension and postretirement benefit costs. Corporate and other includes unallocated corporate expenses, acquisition/divestiture costs, first year acquisition accounting charges (which include fair value adjustments related to inventory, backlog and deferred revenue) and other items. Corporate assets are primarily comprised of cash and cash equivalents, investments, certain fixed assets and assets held-for-sale. Summarized below is information about the Company's operations by business segment and by geography. 67 Business Segments Sales Earnings (Loss) Total Assets 2021 2022 2023 2021 2022 2023 2021 2022 2023 Final Control $ 3,488 3,607 3,970 $ 432 592 865 $ 5,245 4,805 5,614 Measurement & Analytical 3,078 3,215 3,595 684 785 936 4,410 4,395 3,976 Discrete Automation 2,474 2,612 2,635 457 542 509 2,405 2,284 2,493 Safety & Productivity 1,340 1,402 1,388 256 250 306 1,163 1,125 1,238 Intelligent Devices 10,380 10,836 11,588 1,829 2,169 2,616 13,223 12,609 13,321 Control Systems & Software 2,321 2,398 2,606 382 437 529 1,674 1,700 2,151 AspenTech 319 656 1,042 ( 7 ) 12 ( 107 ) 2,089 14,484 14,048 Software and Control 2,640 3,054 3,648 375 449 422 3,763 16,184 16,199 Corporate items: Stock compensation ( 197 ) ( 125 ) ( 250 ) Unallocated pension and postretirement costs 94 99 171 Corporate and other (includes assets held-for-sale) ( 184 ) ( 419 ) ( 224 ) 7,729 6,879 13,226 Gain on subordinated interest — 453 161 Loss on Copeland equity method investment — — ( 177 ) Eliminations/Interest ( 88 ) ( 86 ) ( 71 ) ( 155 ) ( 194 ) ( 34 ) Interest income from related party — — 41 Total $ 12,932 13,804 15,165 $ 1,762 2,432 2,726 $ 24,715 35,672 42,746 In 2023 , Corporate and other includes a loss of $ 47 r elated to the Company's exit of business operations in Russia while 2022 includes a loss of $ 181 . Corporate and other for 2023 includes acquisition/divestiture and related costs of $ 84 ($ 15 of which is reported in operating profit) while 2022 includes $ 91 . Depreciation and Amortization Capital Expenditures 2021 2022 2023 2021 2022 2023 Final Control $ 210 212 170 $ 73 62 93 Measurement & Analytical 128 117 121 130 90 93 Discrete Automation 96 88 84 100 68 56 Safety & Productivity 60 57 57 59 27 35 Intelligent Devices 494 474 432 362 247 277 Control Systems & Software 103 93 90 17 27 33 AspenTech 95 242 492 6 4 6 Software and Control 198 335 582 23 31 39 Corporate and other 70 33 37 19 21 47 Total $ 762 842 1,051 $ 404 299 363 Depreciation and amortization includes intellectual property, customer relationships and capitalized software. 68 Geographic Information Sales by major geographic destination are summarized below: 2021 2022 Americas AMEA Europe Total Americas AMEA Europe Total Measurement & Analytical $ 1,338 1,181 559 3,078 $ 1,529 1,199 487 3,215 Final Control 1,504 1,385 599 3,488 1,706 1,373 528 3,607 Discrete Automation 1,084 700 690 2,474 1,217 732 663 2,612 Safety & Productivity 992 66 282 1,340 1,057 71 274 1,402 Intelligent Devices 4,918 3,332 2,130 10,380 5,509 3,375 1,952 10,836 AspenTech 200 60 59 319 362 140 154 656 Control Systems & Software 1,042 721 558 2,321 1,170 745 483 2,398 Software and Control 1,242 781 617 2,640 1,532 885 637 3,054 Total $ 6,160 4,113 2,747 13,020 $ 7,041 4,260 2,589 13,890 2023 Americas AMEA Europe Total Measurement & Analytical $ 1,847 1,222 526 3,595 Final Control 1,949 1,481 540 3,970 Discrete Automation 1,234 720 681 2,635 Safety & Productivity 1,049 70 269 1,388 Intelligent Devices 6,079 3,493 2,016 11,588 AspenTech 470 286 286 1,042 Control Systems & Software 1,259 818 529 2,606 Software and Control 1,729 1,104 815 3,648 Total $ 7,808 4,597 2,831 15,236 Sales in the U.S. were $ 6,327 , $ 5,671 and $ 4,982 for 2023, 2022 and 2021, respectively, while Asia, Middle East & Africa includes sales in China of $ 1,804 , $ 1,824 and $ 1,662 in those years. Property, Plant and Equipment 2021 2022 2023 Americas $ 1,422 1,373 1,442 Asia, Middle East & Africa 448 398 428 Europe 574 468 493 Total $ 2,444 2,239 2,363 Property, plant and equipment located in the U.S. w as $ 1,261 in 2023, $ 1,219 in 2022 and $ 1,273 in 2021. 69 (21) OTHER FINANCIAL DATA Items reported in earnings from continuing operations during the years ended September 30 included the following: 2021 2022 2023 Research and development expense $ 347 385 523 Rent expense $ 199 187 210 The components of depreciation and amortization expense reported for the years ended September 30 included the following: 2021 2022 2023 Depreciation expense $ 330 312 287 Amortization of intangibles (includes $ 57 , $ 108 and $ 196 reported in Cost of Sales in 2021, 2022 and 2023, respectively) (a) 334 444 678 Amortization of capitalized software 98 86 86 Total $ 762 842 1,051 (a) Amortization of intangibles include s $ 397 and $ 148 related to the Heritage AspenTech acquisition for 2023 and 2022, respectively, and $ 14 that is reported as a restructuring related cost in 2022. Backlog amortization of $ 30 related to the OSI acquisition is included in 2021. Items reported in other noncurrent assets included the following: 2022 2023 Pension assets $ 868 995 Operating lease right-of-use assets $ 439 550 Unbilled receivables (contract assets) $ 428 559 Deferred income taxes $ 85 100 Asbestos-related insurance receivables $ 68 53 Items reported in accrued expenses included the following: 2022 2023 Customer advances (contract liabilities) $ 751 861 Employee compensation $ 523 618 Operating lease liabilities (current) $ 128 144 Product warranty $ 84 84 Other liabilities are summarized as follows: 2022 2023 Deferred income taxes $ 1,714 1,959 Pension and postretirement liabilities 427 435 Operating lease liabilities (noncurrent) 312 404 Asbestos litigation 205 173 Other 495 535 Total $ 3,153 3,506 70 (22) QUARTERLY FINANCIAL INFORMATION (UNAUDITED) First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 Net sales $ 3,156 3,373 3,291 3,756 3,465 3,946 3,892 4,090 13,804 15,165 Gross profit $ 1,415 1,620 1,476 1,801 1,586 1,994 1,829 2,012 6,306 7,427 Earnings from continuing operations common stockholders $ 746 329 428 530 226 592 486 701 1,886 2,152 Net earnings common stockholders $ 896 2,331 674 792 921 9,352 740 744 3,231 13,219 Earnings per common share from continuing operations: Basic $ 1.25 0.56 0.72 0.93 0.38 1.04 0.82 1.23 3.17 3.74 Diluted $ 1.25 0.56 0.72 0.92 0.38 1.03 0.82 1.22 3.16 3.72 Net earnings per common share: Basic $ 1.51 3.99 1.13 1.39 1.55 16.36 1.25 1.30 5.44 23.00 Diluted $ 1.50 3.97 1.13 1.38 1.54 16.28 1.24 1.29 5.41 22.88 Dividends per common share $ 0.515 0.520 0.515 0.520 0.515 0.520 0.515 0.520 2.06 2.08 Earnings per share are computed independently each period; as a result, the quarterly amounts may not sum to the calculated annual figure. Emerson Electric Co. common stock (symbol EMR) is listed on the New York Stock Exchange and NYSE Chicago. (23) SUBSEQUENT EVENTS On October 11, 2023, the Company completed the acquisition of National Instruments Corporation (“NI”) for $ 60 per share in cash at an equity value of $ 8.2 billion. The effective price per share is $ 59.61 considering shares previously acquired by Emerson. 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 for the 12 months ended September 30, 2023. NI will be referred to as Test & Measurement and reported as a new segment in the Software and Control business group in 2024. The initial accounting for this transaction is not yet complete. 71 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Emerson Electric Co.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Emerson Electric Co. and subsidiaries (the Company) as of September 30, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended September 30, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 72 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of Audit Evidence over Net Sales As discussed in Notes 1, 2 and 20 to the Company’s consolidated financial statements, and disclosed in the consolidated statement of earnings, the Company recorded $15.2 billion of net sales in 2023. We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Net sales are recognized primarily from the sale of tangible products from hundreds of Company locations around the world. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical dispersion of the Company’s net sales generating activities. This included determining the Company locations at which procedures were performed and the supervision and review of procedures performed at those locations. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we: • Evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of amounts. • Assessed the recorded net sales by selecting a sample of transactions and compared the amounts recognized for consistency with underlying documentation, including contracts with customers and shipping documentation. /s/ KPMG LLP We or our predecessor firms have served as the Company’s auditor since 193 8. St. Louis, Missouri November 13, 2023 73 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.