What changed in this filing

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Item 9A. Controls and Procedures

2024-11-12 compared with 2023-11-13 · 43 added, 21 removed, 242 unchanged (21% of the section changed)

4 unchanged sentences

There was no change in the Company's internal control over financial rep orting during the quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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

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

16 unchanged sentences

www.Emerson.com, Investors, Corporate Governance.

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

ITEM 11 - EXECUTIVE COMPENSATION

26 unchanged sentences

As provided by the Company’s Incentive Shares Plans, performance shares awards represent a commitment to issue such shares without cash payment by the employee, contingent upon achievement of the performance objectives and continued service by the employee.

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

The price in column (b) represents the weighted-average exercise price for outstanding options.

Included in column (c) are shares remaining available for award under previously approved plans as follows:

(i) 2,001,000 under the 2015 Incentive Shares Plan, (ii) 689,000 under the 2006 Incentive Shares Plan, and (iii) 57,000 under the Restricted Stock Plan for Non-Management Directors.

(i) 16,000,000 under the 2024 Incentive Shares Plan, (ii) 963,000 under the 2015 Incentive Shares Plan, (iii) 503,000 under the 2006 Incentive Shares Plan,and (iv) 38,000 under the Restricted Stock Plan for Non-Management Directors.

Information regarding stock option plans and incentive shares plans is set forth in Note 17.

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

Party Transactions" and "—Director Independence" in the 2024 Proxy Statement is hereby incorporated by reference.

Information appearing under “Board and Committee Operations—Board and Corporate Governance—Review, Approval or Ratification of Transactions with Related Persons," "—Certain Business Relationships and Related Party Transactions" and "—Director Independence" in the 2025 Proxy Statement is hereby incorporated by reference.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

23 unchanged sentences

1-278, Exhibit 2.1.

2(f)** Note Purchase Agreement, dated as of June 6, 2024, among Emerson Electric Co., EMR Holdings, Inc., Emerald JV Holdings L.P., and EMRLD Seller Notes Issuer LP , incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No.

1-278, Exhibit 2.1.

2(g)** Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, Humboldt Hermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., and Emerald JV Holdings G.P.

LLC , incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No.

1-278, Exhibit 2.2.

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

9 unchanged sentences

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

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

Emerson Electric Co.

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

1998 Form 10-K, File No.

10 unchanged sentences

1-278, Exhibit 4(c).

4(d) Description of 0.375% Notes due 2024, 1.250% Notes due 2025 and 2.000% Notes due 2029 , incorporated by reference to Emerson Electric Co., 2019 Form 10-K, File No.

1-278, Exhibit 4(d).

4(d) Description of 1.250% Notes due 2025 and 2.000% Notes due 2029 , filed herewith.

No other long-term debt instruments are filed since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Emerson Electric Co.

24 unchanged sentences

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

1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election , incorporated by reference to Emerson Electric Co.

1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election , incorporated by

reference to Emerson Electric Co.

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

43 unchanged sentences

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

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

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

Second Amendment to the Emerson Electric Co.

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

Form 10-Q for the quarter ended December 31, 2023, File No.

1-278, Exhibit 10.2

10(m) Credit Agreement dated as of February 17, 2023., incorporated by reference to the Company’s Form 8-K, filed on February 21, 2023, File No.

1-278, Exhibit 10.1.

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

2 unchanged sentences

2012 Form 10-K, File No.

1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement

and Incentive Stock Option Agreement under the 2011 Stock Option Plan , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended March 31, 2012, File No.

6 unchanged sentences

2015 Form 10-K, File No.

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

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

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

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

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and Form of Performance Share Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and F orm of Performance Share Program Acceptance of Award (used after November 5, 2018) , incorporated by reference to Emerson Electric Co.

Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3., Form of Emerson Electric Co.

1 unchanged sentence

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

1-278, Exhibit 10.2

1-278, Exhibit 10.2 First Amendment to the Emerson Electric Co.

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

Form 10-Q for the quarter ended December 31, 2023, File No.

1-278, Exhibit 10.3 F orm of Performance Shares Program Acceptance Award Agreement (used after November 6, 2023) , filed herewith, Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 6, 2023) , filed herewith.

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

26 unchanged sentences

1-278, Exhibit 10.1.

10(w)* Letter Agreement dated November 28, 2023 between Emerson Electric Co.

Bosco, incorporated by reference to the Company's Form 8-K filed on November 30, 2023, File No.

1-278, Exhibit 10.1.

10(x)* Emerson Electric Co.

2024 Equity Incentive Plan, incorporated by reference to the Emerson Electric Co.

2024 Proxy Statement dated December 8, 2023, File No.

1-278, Appendix C.

Form of Performance Shares Program Acceptance Award Agreement (used after November 4, 2024) , filed herewith, Form of Performance Shares Program Restricted Stock Units Award Agreement (used after November 4, 2024), filed herewith, Form of Restricted Shares Award Agreement (used after November 4, 2024), filed herewith

10(y)* Defined Contribution Supplemental Executive Retirement Plan , incorporated by reference to the Company's Form 8-K, filed on November 5, 2024, File No.

1-278, Exhibit 10.1

19 Insider Trading Policies and Procedure s, filed herewith

21 Subsidiaries of Emerson Electric Co.

3 unchanged sentences

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

97 I ncentive Compensation Recovery (Clawback) Policy

97 Incentive Compensation Recovery (Clawback) Polic y, incorporated by reference to Emerson Electric Co.

2023 Form 10-K Fi le No.

1 -278, Exhibit 97

101 Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language):

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

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

(i) Consolidated Statements of Earnings for the years ended September 30, 2022, 2023 and 2024, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2022, 2023, and 2024 (iii) Consolidated Balance Sheets at September 30, 2023 and 2024, (iv) Consolidated Statements of Equity for the years ended September 30, 2022, 2023 and 2024, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2023 and 2024, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2024.

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

8 unchanged sentences

EMERSON ELECTRIC CO.

Executive Vice President and

Chief Financial Officer

Executive Vice President, Chief Financial Officer

and Chief Accounting Officer

November 12, 2024

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures