Emerson Electric (EMR) 10-K risk factor changes: FY2015 vs FY2014

In [removed: 2014] [added: 2015] and in past years, we have made various acquisitions and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the [removed: future (see Note 3 of Notes to Consolidated Financial Statements of the 2014 Annual Report, which note is hereby incorporated by reference).][added: future.]

[removed: Emerson] [added: The Company] seeks multiple sources of supply for each of its major requirements in order to avoid significant dependence on any one or a few suppliers.

Despite the implementation of extensive security measures (including access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of back-up and protective systems), the Company’s information technology systems are potentially vulnerable to unauthorized access, computer viruses, [removed: cyber attack] [added: cyberattack] and other events, ranging from individual attempts to advanced persistent threats.

Should the Company be unable to prevent security breaches, disruptions could have an adverse effect on our operations, as well as expose the Company to litigation, increased [removed: cyber security] [added: cybersecurity] protection costs, and reputational damage.

8#

Our Proposed Strategic Portfolio Transactions, Including the Planned Spinoff of our Network Power Systems Business, May Not Be Completed Within the Currently Contemplated Time Frame, With the Expected Terms or Costs, or at All, and May Not Achieve the Intended Benefits.

We make no assurance that the spinoff or any other potential transactions will occur, nor can we provide assurance regarding the terms, timing, costs or benefits anticipated.

Unforeseen developments, including possible delays in obtaining various tax, regulatory and other approvals, could delay or prevent the proposed spinoff or other potential transactions from occurring, or cause them to occur on terms and conditions that are less favorable, or at a higher cost, than expected.

Moreover, we may further revise our plans with respect to one or more of these transactions.

Executing the proposed spinoff will require significant time and attention from management, which could impact operations in our other businesses.

Even if one or more transactions are completed, we may not realize some or all of the anticipated strategic, financial or other benefits.

Moreover, if the spinoff is consummated, the two independent companies will each be smaller and less diversified, with a narrower business focus and may be more vulnerable to changing market conditions, which could adversely affect our business, as well as that of the spun-off company.

There may also be a loss of synergies from separating the businesses that could negatively impact the balance sheet, profit margins or earnings of both businesses.

Further, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the proposed spinoff not occurred.

9#

10#

The information from the [removed: 2014] [added: 2015] Annual Report set forth in Exhibit 13 hereto under “Results of Operations,” “Business Segments,” “Financial Position, Capital Resources and Liquidity,” “Critical Accounting Policies,” "Other Items" and "Safe Harbor Statement" is hereby incorporated by reference.

To supplement [removed: Emerson’s] [added: the Company’s] financial information presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), management periodically uses certain “non-GAAP financial measures,” as such term is defined in Regulation G under the rules of the SEC, to clarify and enhance understanding of past performance and prospects for the future.

Management believes that the following non-GAAP financial measures provide investors and analysts useful insight into [removed: Emerson’s] [added: the Company’s] financial position and operating performance.

Earnings, earnings per share, return on common stockholders’ equity and return on total capital excluding certain gains and losses, [removed: impairments] [added: impairments, costs associated with the planned spinoff of the network power systems business and other strategic repositioning actions,] or other items provide additional insight into the underlying, ongoing operating performance of the Company and facilitate period-to-period comparisons by excluding the earnings impact of these items.

14#

The information from the [removed: 2014] [added: 2015] Annual Report set forth in Exhibit 13 hereto under "Financial Instruments" is hereby incorporated by reference.

Emerson (“the Company”) was incorporated in Missouri in 1890, and has evolved through internal growth and strategic acquisitions [added: and divestitures] from a regional manufacturer of electric motors and fans into a diversified global leader [removed: in bringing] [added: that brings] technology and engineering together to provide innovative solutions for customers in a wide range of industrial, commercial and consumer markets around the world.

[removed: Emerson] [added: The Company] is organized into the five business segments described below, based on the nature of the products and services rendered:

| • | Climate Technologies - enhances household and commercial comfort, as well as food safety and energy efficiency, through [added: heating,] air conditioning and refrigeration technology. |

| • | Commercial & Residential Solutions - provides tools for professionals and homeowners, residential [removed: and commercial] storage [removed: systems,] [added: systems] and appliance solutions. |

Sales, earnings before interest and income taxes, and total assets attributable to each business segment for the three years ended September 30, [removed: 2014,] [added: 2015,] are set forth in Note 17 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report, which note is hereby incorporated by reference.

Sales by segment in [removed: 2014,] [added: 2015,] as a percentage of [added: the] total [removed: Emerson,] [added: Company,] were: Process Management, [removed: 36] [added: 37] percent; Industrial Automation, [removed: 20] [added: 18] percent; Network Power, [removed: 20] [added: 19] percent; Climate Technologies, [removed: 16] [added: 18] percent; and Commercial & Residential Solutions, 8 percent.

Total Emerson sales by geographic destination in [removed: 2014] [added: 2015] were: the United States and Canada, [removed: 46] [added: 48] percent; Asia, 22 percent; Europe, [removed: 20] [added: 18] percent; Latin America, 6 percent; and Middle East/Africa, 6 percent.

Information with respect to acquisition and divestiture [removed: activities] [added: activity, the planned strategic portfolio repositioning actions] and rationalization of operations is set forth in Notes 3 and 5 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report, which notes are hereby incorporated by reference.

Sales by geographic destination in [removed: 2014] [added: 2015] for Process Management were: the United States and Canada, [removed: 39] [added: 42] percent; Asia, 24 percent; Europe, [removed: 19] [added: 17] percent; Latin America, [removed: 8] [added: 7] percent; and Middle East/Africa, 10 percent.

Process Management systems and software control plant processes by collecting and analyzing information from measurement devices in the plant, and then [removed: using] [added: uses] that information to adjust valves, pumps, motors, drives and other control hardware for maximum product quality and process [removed: efficiency.][added: efficiency and safety.]

[removed: These same] [added: Measurement and analytical instrumentation] technologies are also available with wireless communication capability, allowing customers to monitor processes or equipment that were previously not measurable (remote, moving/rotating) or not economical to measure due to the high cost and difficulty of running wires in industrial process plants.

PlantWeb digital plant architecture combines the technologies described above with the advantages of “intelligent” plant devices (valves and measurement instruments with advanced diagnostic capabilities), open communication standards (nonproprietary wired and wireless digital protocols allowing [removed: the] plant devices and [removed: the] control [removed: system] [added: systems] to “talk” with one another) and integrated modular software, not only to better control the process but also to collect and analyze valuable information about [removed: those processes] [added: the process] and the plant assets.

This capability gives [added: the Company's] customers the ability to detect or predict changes in equipment and process [removed: performance] [added: performance,] and the associated impact on plant operations.

Service/trademarks and trade names within Process Management include Emerson Process Management, AMS Suite, Baumann, Bettis, Bristol, CSI, Damcos, Daniel, DeltaV, EIM, El-O-Matic, Fisher, Go Switch, Guardian, Micro Motion, Net Safety, Ovation, PlantWeb, ROC, Rosemount, Roxar, Smart Process, SureService, Tescom, [removed: TopWorx] [added: TopWorx, Valvetop] and [removed: Valvetop.][added: Virgo.]

Products include motors, drives, power generating alternators, fluid controls, electrical distribution [removed: devices,] [added: devices and] materials joining [removed: equipment and power transmission solutions.][added: equipment.]

Sales by geographic destination in [removed: 2014] [added: 2015] for Industrial Automation were: the United States and Canada, [removed: 41] [added: 40] percent; Asia, [removed: 17] [added: 19] percent; Europe, 34 percent; Latin America, [removed: 4] [added: 3] percent; and Middle East/Africa, 4 percent.

Service/trademarks and trade names within Industrial Automation include Emerson Industrial Automation, Appleton, ASCO, ASCO Joucomatic, ASCO Numatics, Branson Ultrasonics, [removed: Browning,] Control Techniques, [removed: Jaure,] Kato Engineering, [removed: Kop-Flex,] Leroy Somer, [removed: McGill, Morse,] Nutsteel, O-Z/Gedney, [removed: Power Transmission Solutions, Rollway, Sealmaster,] SSB Wind [removed: Systems, System Plast] [added: Systems] and Trident.

The Network Power segment designs, manufactures, installs and maintains products providing [removed: “grid-to-chip”] electric power conditioning, power reliability and environmental control for telecommunications networks, data centers and other critical applications, and also provides comprehensive data center infrastructure management solutions.

Sales by geographic destination in [removed: 2014] [added: 2015] for Network Power were: the United States and Canada, [removed: 42] [added: 43] percent; Asia, [removed: 29] [added: 28] percent; Europe, 19 percent; Latin America, 6 percent; and Middle East/Africa, 4 percent.

Thermal management equipment provides efficient, reliable and [removed: cost effective] [added: cost-effective] management of heat in mission- critical facilities.

Applications include data center and telecom sites ranging from small network closets, to computer rooms, to [removed: hyperscale sized] [added: hyperscale-sized] facilities.

Additionally, the thermal management portfolio spans a variety of offerings, including chilled water, direct expansion and evaporative equipment, [removed: software,] [added: software] and controls.

The Company's technologies enable homeowners and businesses to better manage their heating, air conditioning and refrigeration systems for improved control and [added: comfort, and] lower energy costs.

Sales by geographic destination in [removed: 2014] [added: 2015] for Climate Technologies were: the United States and Canada, [removed: 53] [added: 55] percent; Asia, [removed: 24] [added: 23] percent; Europe, [removed: 12] [added: 10] percent; Latin America, 7 percent; and Middle East/Africa, [removed: 4] [added: 5] percent.

[added: Products include reciprocating, scroll and screw] compressors; precision flow controls; system diagnostics and controls that provide precise temperature management; and environmental control systems.

Sales by geographic destination in [removed: 2014] [added: 2015] for this segment were: the United States and Canada, [removed: 83] [added: 86] percent; Asia, 4 percent; Europe, [removed: 8] [added: 6] percent; Latin America, [removed: 3] [added: 2] percent; and Middle East/Africa, 2 percent.

Do-it-yourself tools, available at [added: retail] home improvement [removed: retail] outlets, include drain cleaning equipment, pipe and tube working tools, and wet-dry vacuums.

The Company provides a wide variety of freestanding, fixed and mobile storage products for [removed: residential, commercial, health care and food service] [added: residential] applications.

Independent sales representatives are utilized to a lesser [removed: extent, particularly for storage solutions.][added: extent.]

Service/trademarks and trade names within the Commercial & Residential Solutions segment include Emerson, Emerson Appliance Solutions, Emerson Professional Tools, Emerson Storage Solutions, ClosetMaid, [removed: Flo Healthcare,] InSinkErator, [removed: Lionville, MedDispense, METRO,] ProTeam and RIDGID.

The Company’s estimated consolidated order backlog was [removed: $6,714] [added: $5,986] million and [removed: $6,289] [added: $6,714] million at September 30, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.

The vast majority of the consolidated backlog as of September 30, [removed: 2014] [added: 2015] is expected to be shipped within one year.

Estimated backlog by business segment at September 30, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] follows (dollars in [removed: millions):][added: millions).]

| Process Management | $ | [removed: 3,719] [added: 4,141] | | | [removed: 4,141] [added: 3,725] | |

| Industrial Automation | [removed: 597] [added: 646] | | | | [removed: 646] [added: 481] | |

| Network Power | [removed: 1,526] [added: 1,368] | | | | [removed: 1,368] [added: 1,342] | |

| Climate Technologies | [removed: 351] [added: 452] | | | | [removed: 452] [added: 370] | |

| Commercial & Residential Solutions | [removed: 96] [added: 107] | | | | [removed: 107] [added: 68] | |

| Total Backlog | $ | [removed: 6,289] [added: 6,714] | | | [removed: 6,714] [added: 5,986] | |

Costs associated with Company-sponsored research and development activities were [removed: $541] [added: $506] million, [removed: $576] [added: $541] million and [removed: $547] [added: $576] million in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

In June 2015, the Company announced plans to spin off its network power systems business through a tax-free distribution to shareholders as part of a strategic plan to streamline its portfolio, enhance growth potential and profitability, and accelerate value creation for shareholders.

The Company is also exploring strategic alternatives, including potential sale, for its power generation and motors, drives, and residential storage businesses.

In addition, the Company is bringing its corporate services and structure into alignment with the Company’s expected smaller scale and sharper focus.

These transactions are subject to risks and uncertainties.

See Item 1A - "Risk Factors” and Item 7 - "Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

1#

2#

3#

4#

5#

6#

The declines in Industrial Automation and Commercial & Residential Solutions include the impacts from divesting the power transmission solutions and commercial storage businesses.

| | 2014 | | | | 2015 | |

7#

Power Transmission

Power transmission products include belt and chain drives, helical and worm gearing, mounted and unmounted bearings, couplings, modular plastic belts and conveying chains and components.

They are used to transmit power mechanically, provide anti-friction support or to enable automated materials handling in a wide variety of industrial and commercial applications.

Product design and application experience enable the Company to provide both standard and customized automation and power transmission solutions to its customers.

Products include reciprocating, scroll and screw

Commercial storage solutions include storage and display shelving, stock-picking and kitting carts, cabinets, totes, bins, workstations, and merchandising and inventory storage racks.

Products provided to the health care industry assist in medical response and treatment, including emergency and operating room carts, medication carts, polymer and wire shelving systems, and sterile worktables.

The Company’s food service equipment helps meet the storage needs of the food service and hospitality industries, and includes polymer and wire storage systems, busing carts, pan and tray racks, transport carts and workstations.

| | 2013 | | | | 2014 | |

See Note 17 of Notes to Consolidated Financial Statements of the 2014 Annual Report, which note is hereby incorporated by reference, for further information with respect to foreign operations.

[removed: Emerson] [added: The Company] and its subsidiaries are party to various legal proceedings, some of which claim substantial amounts of damages.

The information regarding legal proceedings set forth in Note 12 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report is hereby incorporated by reference.

10-K 1 [removed: emr930201410-k.htm] [added: emr930201510-k.htm] FORM 10-K

For the fiscal year ended September 30, [removed: 2014][added: 2015]

Aggregate market value of the voting stock held by nonaffiliates of the registrant as of close of business on [removed: March 31, 2014: $46.6 billion.]

| 1. | Portions of Emerson Electric Co. [removed: 2014] [added: 2015] Annual Report to Stockholders for the year ended September 30, [removed: 2014] [added: 2015] incorporated by reference into Parts I and II hereof. |

| 2. | Portions of Emerson Electric Co. Notice of [removed: 2015] [added: 2016] Annual Meeting of Stockholders and Proxy Statement incorporated by reference into Part III hereof. |

March 31, 2015: $37.9 billion.

Common stock outstanding at October 31, 2015: 654,557,141 shares.

Common stock outstanding at October 31, 2014: 693,634,810 shares.

At September 30, [removed: 2014, Emerson] [added: 2015, the Company] had approximately [removed: 220] [added: 205] manufacturing locations worldwide, of which approximately [removed: 150] [added: 140] were located outside the United States, primarily in Europe and Asia, and to a lesser extent in Canada and Latin America.

Manufacturing locations by business segment are: Process Management, [removed: 70;] [added: 73;] Industrial Automation, [removed: 69;] [added: 58;] Network Power, [removed: 28;] [added: 25;] Climate Technologies, [removed: 36;] [added: 35;] and Commercial & Residential Solutions, [removed: 17.][added: 14.]

11#

The following sets forth certain information as of November [removed: 19, 2014] [added: 18, 2015] with respect to [removed: Emerson's] [added: the Company's] executive officers.

These officers have been elected or appointed to terms which expire February [removed: 3, 2015:][added: 2, 2016:]

| D. N. Farr | Chairman of the Board and Chief Executive Officer* | [removed: 59] [added: 60] | 1985 |

| F. J. Dellaquila | Executive Vice President and Chief Financial Officer | [removed: 57] [added: 58] | 1991 |

| E. [removed: L. Monser] [added: M. Purvis] | [added: Executive Vice] President and Chief Operating Officer | [removed: 64] [added: 58] | [removed: 2002] [added: 2003] |

| S. J. Pelch | [added: Senior] Vice President - Organization Planning and Development | [removed: 50] [added: 51] | 2005 |

| C. A. Peters | Senior Executive Vice President | [removed: 59] [added: 60] | 1990 |

| R. J. Schlueter | Vice President, Controller and Chief Accounting Officer | [removed: 60] [added: 61] | 1992 |

Monser was appointed President in October 2010 and [removed: has been] [added: was] Chief Operating Officer [removed: since] [added: from] November [removed: 2001.][added: 2001 to January 2015.]

Pelch was appointed [added: Senior] Vice President [removed: - Organization Planning and Development] in November [removed: 2014.][added: 2015.]

[removed: Prior to his current position,] Mr. Pelch was Vice President - Organization Planning [added: and Development] from [added: November 2014 to November 2015, and prior to that was Vice President - Organization Planning from] October 2012 to November 2014 and Vice President - Planning from October 2005 to October 2012.

He has been Vice President Accounting since 1999 and was [removed: also] appointed Chief Accounting Officer in February 2003.

| E. L. Monser | President | 65 | 2002 |

Edgar M.

Purvis was appointed Chief Operating Officer in January 2015.

Prior to his current position, Mr. Purvis was Executive Vice President responsible for the Climate Technologies business segment from 2008 to January 2015.

12#

| F. L. Steeves | Executive Vice President, Secretary and General Counsel | 60 | 2007 |

Frank L.

Steeves was appointed Executive Vice President in October 2011.

He was appointed Senior Vice President, Secretary and General Counsel in March 2007.

Information regarding the market for the Company's common stock, quarterly market price ranges and dividend payments is set forth in Note 19 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report, which note is hereby incorporated by reference.

There were approximately [removed: 20,901] [added: 20,130] stockholders of record at September 30, [removed: 2014.][added: 2015.]

| July 2015 | | 6,200 | | | $53.00 | | 6,200 | | | 8,689 | |

| August 2015 | | 2,661 | | | $49.33 | | 2,661 | | | 6,028 | |

| September 2015 | | — | | | $0.00 | | — | | | 6,028 | |

| Total | | 8,861 | | | $51.90 | | 8,861 | | | 6,028 | |

The 6.0 million shares available for purchase represent the remaining authorized shares under a 70 million share purchase program approved by the Board of Directors in May 2013.

In November 2015, the Board of Directors authorized the purchase of an additional 70 million common shares.

| July 2014 | | 1,320 | | | $67.03 | | 1,320 | | | 51,994 | |

| August 2014 | | 1,440 | | | $63.48 | | 1,440 | | | 50,494 | |

| September 2014 | | 1,365 | | | $64.13 | | 1,365 | | | 49,129 | |

| Total | | 4,125 | | | $64.83 | | 4,125 | | | 49,129 | |

The Company’s Board of Directors authorized the purchase of up to 70 million shares of common stock under a May 2013 program.

| | [removed: 2010 | | |] 2011 | | | [added: |] 2012 (a) | | | 2013 (a) | | | 2014 (a) | | [added: | 2015 (b) | |]

| Net sales | [removed: 21,039 | |] [added: $] | 24,222 | | | 24,412 | | | 24,669 | | | 24,537 | | [added: | 22,304 | |]

| Earnings from continuing operations – common stockholders | [removed: 1,978 | |] [added: $] | 2,454 | | | 1,968 | | | 2,004 | | | 2,147 | | [added: | 2,710 | |]

| Basic earnings per common share from continuing operations | [removed: 2.62 | |] [added: $] | 3.26 | | | 2.68 | | | 2.78 | | | 3.05 | | [added: | 4.01 | |]

| Diluted earnings per common share from continuing operations | [removed: 2.60 | |] [added: $] | 3.24 | | | 2.67 | | | 2.76 | | | 3.03 | | [added: | 3.99 | |]

| Cash dividends per common share | [removed: 1.34 | |] [added: $] | 1.38 | | | 1.60 | | | 1.64 | | | 1.72 | | [added: | 1.88 | |]

| Long-term debt | [removed: 4,586 | |] [added: $] | 4,324 | | | 3,787 | | | 4,055 | | | 3,559 | | [added: | 4,289 | |]

| Total assets | [removed: 22,843 | |] [added: $] | 23,861 | | | 23,818 | | | 24,711 | | | 24,177 | | [added: | 22,088 | |]

See Note 3 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report, which note is hereby incorporated by reference, for information regarding the Company's acquisition and divestiture activities for the last three years.

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

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

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

(b) Includes gains from divestitures of businesses of $611 million and $0.90 per share and costs related to the spinoff of the network power systems business of $52 million and ($0.08) per share.

13#

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

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

In 2010, the Company acquired Chloride Group PLC and Avocent Corporation.

At acquisition, the combined annual sales for these businesses were approximately $960 million, and actual sales of $373 million were included in 2010 from their dates of acquisition.

The divested U.S. Motors business, with annual sales of approximately $820 million, was classified as discontinued operations in 2010.

The consolidated financial statements and accompanying notes of the Company and subsidiaries and the report thereon of KPMG LLP in the [removed: 2014] [added: 2015] Annual Report, are hereby incorporated by reference.

[removed: Emerson] [added: The Company] maintains a system of disclosure controls and procedures which is designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the Company’s certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of September 30, [removed: 2014] [added: 2015] to provide reasonable assurance of achieving these objectives.

There was no change in the Company's internal control over financial reporting during the quarter ended September 30, [removed: 2014,] [added: 2015,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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, appearing in the [removed: 2014] [added: 2015] Annual Report are hereby incorporated by reference.

Information regarding nominees and directors appearing under "Nominees and Continuing Directors" in the Emerson Electric Co. Notice of Annual Meeting of Stockholders and Proxy Statement for the February [removed: 2015] [added: 2016] annual stockholders' meeting (the [removed: "2015] [added: "2016] Proxy Statement") is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board of Directors and Committees" in the [removed: 2015] [added: 2016] Proxy Statement is hereby incorporated by reference.

[removed: Emerson] [added: The Company] has adopted a Code of Ethics that applies to the Company's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer; has posted such Code of Ethics on its Internet website; and intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on its Internet website.

[removed: Emerson] [added: The Company] has adopted Charters for its Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee and a Code of Business Ethics for directors, officers and employees, which are available on its Internet website and in print to any stockholder who requests them.

[removed: Emerson] [added: The Company] has also adopted Corporate Governance Principles and Practices, which are available on its Internet website and in print to any stockholder who requests them.

15#

Information appearing under “Board of Directors and Committees—Compensation Committee,” “Board of Directors and Committees—Corporate Governance and Nominating Committee,” “Director Compensation,” “Executive Compensation” (including, but not limited to, the information set forth under “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Summary Compensation Table”) and “Compensation Committee Interlocks and Insider Participation” in the [removed: 2015] [added: 2016] Proxy Statement is hereby incorporated by reference.

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

The information regarding beneficial ownership of shares by nominees and continuing directors, named executive officers, five percent beneficial owners, and by all directors and executive officers as a group appearing under, "Stock Ownership of Directors, Executive Officers and 5% Beneficial Owners" in the [removed: 2015] [added: 2016] Proxy Statement, is hereby incorporated by reference.

Information regarding stock option plans and incentive shares plans set forth in Note 14 of Notes to Consolidated Financial Statements of the [removed: 2014] [added: 2015] Annual Report is hereby incorporated by reference.

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, 2015:

| | | | | | |

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

| | | | | | |

| | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |

| Plan Category | (a) | | (b) | | (c) |

| Equity compensation plans approved by security holders (1) | 19,456,212 | | $55.40 | | 29,869,851 |

| Equity compensation plans not approved by security holders | — | | — | | — |

| Total | 19,456,212 | | $55.40 | | 29,869,851 |

| | |

| --- | --- |

| (1) | Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Included in column (a) are: (i) 13,646,089 reserved for outstanding stock option awards, (ii) 5,782,114 shares reserved for performance shares awards awarded in 2013, (iii) 26,942 reserved for outstanding restricted stock unit awards and (iv) 1,067 shares which have been earned under prior performance share programs but for which participants elected to defer payment. 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 price in column (b) represents the weighted-average exercise price for outstanding options. Included in column (c) are: (i) 13,488,909 shares remaining available for award under the previously approved 2011 Stock Option Plan, (ii) 12,000,000 shares remaining available for award under the previously approved 2015 Incentive Shares Plan, (iii) 4,158,987 shares remaining available for award under the previously approved 2006 Incentive Shares Plan and (iv) 221,955 shares remaining available under the previously approved Restricted Stock Plan for Non-Management Directors. |

16#

Information regarding the Company’s equity compensation plans as of September 30, 2014, appearing under "Equity Compensation Plan Information" in the 2015 Proxy Statement, is hereby incorporated by reference.

Information appearing under “Director Independence” in the [removed: 2015] [added: 2016] Proxy Statement is hereby incorporated by reference.

Information appearing under "Fees Paid to KPMG LLP" in the [removed: 2015] [added: 2016] Proxy Statement is hereby incorporated by reference.

| 1. | The consolidated financial statements and accompanying notes of the Company and subsidiaries and the report thereon of KPMG LLP in the [removed: 2014] [added: 2015] Annual Report. |

| 2. | Financial Statement Schedules - All schedules are omitted because they are not required, not applicable or the required information is provided in the financial statements or notes thereto contained in the [removed: 2014] [added: 2015] Annual Report. |

| 10(e)* | Amended and Restated Emerson Electric Co. Pension Restoration Plan [removed: and] [added: dated October 6, 2015;] Forms of Participation Award Letter, Acceptance of Award and Benefit Election Forms (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit [removed: 10(f).] [added: 10(f); and Lump Sum Distribution Election Forms.] |

[removed: | 10(u)* |] [added: 10(v)*] Letter Agreement effective as of [removed: November 11,] [added: October 1,] 2013 [removed: by and] between Emerson Electric Co. and [removed: Craig W. Ashmore, incorporated by reference to Emerson Electric Co. Form 8-K filed February 5, 2014, Exhibit 10.1. |][added: Edgar M.]

| 13 | Portions of Emerson Electric Co. Annual Report to Stockholders for the year ended September 30, [removed: 2014,] [added: 2015,] incorporated by reference herein |

| 101 | Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2012,] 2013, [added: 2014,] and [removed: 2014] [added: 2015] (iii) Consolidated Balance Sheets at September 30, [removed: 2013] [added: 2014] and [removed: 2014,] [added: 2015,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2014.] [added: 2015.] |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 19, 2014,] [added: 18, 2015,] by the following persons on behalf of the registrant and in the capacities indicated.

| Exhibit No. | | | Exhibit | [added: |]

| 12 | | | Ratio of Earnings to Fixed Charges | [added: |]

| 13 | | | Portions of Emerson Electric Co. Annual Report to Stockholders for the year ended September 30, [removed: 2014,] [added: 2015,] incorporated by reference herein | [added: |]

| 21 | | | Subsidiaries of Emerson Electric Co. | [added: |]

| 23 | | | Consent of Independent Registered Public Accounting Firm | [added: |]

| 24 | | | Power of Attorney | [added: |]

| 31 | | | Certifications pursuant to Exchange Act Rule 13a – 14(a) | [added: |]

| 32 | | | Certifications pursuant to Exchange Act Rule 13a – 14(b) and 18 U.S.C. Section 1350 | [added: |]

| 101 | | | Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] (iii) Consolidated Balance Sheets [removed: at] [added: as of] September 30, [removed: 2013] [added: 2014] and [removed: 2014,] [added: 2015,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2012, 2013] [added: 2013, 2014] and [removed: 2014,] [added: 2015,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2014.] [added: 2015.] | [added: |]

17#

18#

19#

| 10(u)* | Emerson Electric Co. 2015 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, Form of Performance Shares Award Certificate and Acceptance of Award, 2016 Performance Shares Program Award Summary and Form of Restricted Shares Award Agreement. |

Purvis.

20#

| | | November 18, 2015 | |

21#

22#

| | | | | |

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

| | | | | |

| 10(e) | | | Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, 2015 and Lump Sum Distribution Election Forms | |

| | | | | |

| 10(u) | | | Form of Performance Shares Award Certificate and Acceptance of Award, 2016 Performance Shares Program Award Summary under the Emerson Electric Co. 2015 Incentive Shares Plan and Form of Restricted Shares Award Agreement. | |

| | | | | |

| 10(v) | | | Letter Agreement effective as of October 1, 2013 between Emerson Electric Co. and Edgar M. Purvis | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

23#

| | | | |

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

| | | November 19, 2014 | |

| | | |

| * | | Director |

| H. Green | | |