Emerson Electric (EMR) 10-K risk factor changes: FY2016 vs FY2015

Our [removed: Proposed] Strategic Portfolio Transactions, Including the Planned [removed: Spinoff] [added: Sales] of [removed: our] [added: Our] Network Power Systems [added: Business and Our Power Generation, Motors and Drives Businesses, as Well as the Planned Acquisition of Pentair's Valves & Controls] Business, May Not Be Completed Within the Currently Contemplated Time Frame, With the Expected Terms or Costs, [removed: or at All,] and May Not Achieve the Intended [removed: Benefits.][added: Benefits]

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

[removed: Even if one or more transactions are completed,] [added: Further,] we may not realize some or all of the anticipated strategic, financial or other [removed: benefits.][added: benefits of the strategic portfolio transactions.]

Moreover, [removed: if] [added: after] the [removed: spinoff is consummated,] [added: transactions are completed,] the [removed: two independent companies] [added: Company] will [removed: 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 [removed: business, as well as that of the spun-off company.][added: business.]

Our businesses operate in markets that are highly [removed: competitive,] [added: competitive] and [added: potentially volatile, and] we compete on the basis of product performance, quality, service and/or price across the industries and markets served.

Various companies compete with us in one or more product lines and the [removed: number of competitors varies by product line.]

We Engage in [removed: Acquisitions,] [added: Acquisitions] and [added: Divestitures, Which Are Subject to Domestic and Foreign Regulatory Requirements, and] May Encounter Difficulties in Integrating [added: and Separating] These Businesses and Therefore We May Not Realize the Anticipated Benefits [removed: of the Acquisitions]

In [removed: 2015] [added: 2016] 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 future.

We may encounter difficulties in integrating acquisitions with our [removed: operations,] [added: operations as well as separating divested businesses,] and in managing strategic investments.

Our major requirements for raw materials include steel, copper, cast iron, electronics, rare earth metals, aluminum, brass and, to a lesser extent, plastics and [removed: other] petroleum-based chemicals.

Our manufacturing facilities abroad [removed: also] [added: are dependent on the stability of governments and business conditions and] may be more susceptible to changes in [removed: laws and] [added: laws,] policies [added: and regulation] in host [removed: countries and] [added: countries, as well as] economic and political [removed: upheaval] [added: upheaval,] than our domestic facilities.

[removed: Any such disruption] [added: These facilities face increased risks of nationalization as well as operational disruptions which] could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate us.

Moreover, during economic downturns we may undertake more extensive [removed: rationalization] [added: restructuring] actions and incur higher costs.

If our [removed: rationalization] [added: restructuring] actions are not sufficiently effective, we may not be able to achieve our anticipated operating results.

Despite the implementation of extensive security measures (including access controls, data encryption, vulnerability assessments, continuous monitoring, and maintenance of [removed: back-up] [added: backup] and protective systems), the Company’s information technology systems are potentially vulnerable to unauthorized access, computer viruses, 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 cybersecurity protection [removed: costs,] [added: costs] and reputational damage.

We make no assurance regarding the terms, timing, costs or benefits anticipated from the strategic portfolio transactions.

Our businesses are largely dependent on the current and future business environment, including capital and consumer spending.

number of competitors varies by product line.

We regularly seek growth through strategic acquisitions as well as evaluate our portfolio for potential divestitures.

These activities require favorable environments to execute these transactions, and we may encounter difficulties in obtaining the necessary regulatory approvals in both domestic and foreign jurisdictions.

Our Business Success Depends on the Ability to Attract, Develop and Retain Key Personnel

Our success depends in part on the efforts and abilities of our management and key employees.

Their skills, experience and industry knowledge significantly benefit our operations and performance.

The failure to attract, develop and retain highly qualified personnel could adversely affect our business and operating results.

8#

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.

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.

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#

We regularly seek growth through strategic acquisitions.

10#

To supplement 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 [removed: the rules of the SEC,] [added: SEC rules,] to clarify and enhance understanding of past performance and prospects for the future.

For example, non-GAAP measures may exclude the impact of certain items such as [removed: acquisitions,] [added: our strategic repositioning actions, other acquisitions or] divestitures, [added: changes in reporting segments,] gains, losses and impairments, or items outside of management’s control, such as foreign currency exchange rate fluctuations.

Earnings, earnings per share, return on common stockholders’ equity and return on total capital excluding certain gains and losses, impairments, costs associated with the [removed: planned spinoff of the network power systems business and other] strategic [added: portfolio] 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.

Safe Harbor Statement

This Annual Report on Form 10-K contains various forward-looking statements and includes assumptions concerning Emerson's operations, future results and prospects, including the planned separation of the network power systems business and the power generation, motors and drives businesses and other strategic repositioning actions.

These forward-looking statements are based on current expectations and are subject to risks and uncertainties.

Emerson undertakes no obligation to update any such statements to reflect later developments.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Emerson provides the cautionary statements set forth under Item 1A - "Risk Factors," which are hereby incorporated by reference and identify important economic, political and technological factors, among others, changes in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

FINANCIAL REVIEW

Report of Management

The Company's management is responsible for the integrity and accuracy of the financial statements.

Management believes that the financial statements for the three years ended September 30, 2016 have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

In preparing the financial statements, management makes informed judgments and estimates where necessary to reflect the expected effects of events and transactions that have not been completed.

The Company's disclosure controls and procedures ensure that material information required to be disclosed is recorded, processed, summarized and communicated to management and reported within the required time periods.

In meeting its responsibility for the reliability of the financial statements, management relies on a system of internal accounting control.

This system is designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

The design of this system recognizes that errors or irregularities may occur and that estimates and judgments are required to assess the relative cost and expected benefits of the controls.

Management believes that the Company's internal accounting controls provide reasonable assurance that errors or irregularities that could be material to the financial statements are prevented or would be detected within a timely period.

The Audit Committee of the Board of Directors, which is composed solely of independent directors, is responsible for overseeing the Company's financial reporting process.

The Audit Committee meets with management and the Company's internal auditors periodically to review the work of each and to monitor the discharge by each of its responsibilities.

The Audit Committee also meets periodically with the independent auditors, who have free access to the Audit Committee and the Board of Directors, to discuss the quality and acceptability of the Company's financial reporting and internal controls, as well as nonaudit-related services.

The independent auditors are engaged to express an opinion on the Company's consolidated financial statements and on the Company's internal control over financial reporting.

Their opinions are based on procedures that they believe to be sufficient to provide reasonable assurance that the financial statements contain no material errors and that the Company's internal controls are effective.

Management's Report on Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

With the participation of the Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework and the criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, 2016.

The Company's auditor, KPMG LLP, an independent registered public accounting firm, has issued an audit report on the effectiveness of the Company's internal control over financial reporting.

| | | | |

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

| | | | |

| /s/ David N. Farr | | /s/ Frank J. Dellaquila | |

| David N. Farr | | Frank J. Dellaquila | |

| Chairman of the Board | | Senior Executive Vice President | |

| and Chief Executive Officer | | and Chief Financial Officer | |

| | | | |

Results of Operations

(Dollars in millions, except per share amounts)

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

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

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

| | 2014 | | | | 2015 | | | 2016 | | | 14 vs. 15 | | | 15 vs. 16 | |

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

The information from the 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.

14#

The information from [removed: the 2015] [added: this 2016] Annual Report [added: on Form 10-K] set forth in [removed: Exhibit 13 hereto] [added: Item 8] under "Financial Instruments" is hereby incorporated by reference.

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

[removed: | • | Network Power - provides] [added: The network] power [removed: conditioning and reliability,] [added: systems business supplies electric power conditioning, power reliability] and environmental control [removed: to help keep telecommunication systems,] [added: products for telecommunications networks,] data [removed: networks] [added: centers] and other critical [removed: business applications operating continuously. |][added: applications, and also provides comprehensive data center infrastructure management solutions.]

Sales, earnings before interest and income taxes, and total assets attributable to each business segment for the three years ended September 30, [removed: 2015,] [added: 2016,] are set forth in [added: Item 8 of this Annual Report on Form 10-K in] Note [removed: 17] [added: 18] of Notes to Consolidated Financial [removed: Statements of the 2015 Annual Report,] [added: Statements,] which note is hereby incorporated by reference.

Sales by segment in [removed: 2015,] [added: 2016,] as a percentage of the total Company, were: Process Management, [removed: 37] [added: 49] percent; Industrial Automation, [removed: 18 percent; Network Power, 19] [added: 14] percent; Climate Technologies, [removed: 18] [added: 26] percent; and Commercial & Residential Solutions, [removed: 8] [added: 11] percent.

Total Emerson sales by geographic destination in [removed: 2015] [added: 2016] were: the United States and Canada, [removed: 48] [added: 52] percent; Asia, [removed: 22] [added: 20] percent; Europe, [removed: 18] [added: 16] percent; Latin America, 6 percent; and Middle East/Africa, 6 percent.

Information with respect to acquisition and divestiture activity, [added: including] the [removed: planned strategic portfolio repositioning actions] [added: discontinued businesses,] and [removed: rationalization of operations] [added: restructuring costs] is set forth in [added: Item 8 of this Annual Report on Form 10-K in] Notes [removed: 3] [added: 3, 4] and [removed: 5] [added: 6] of Notes to Consolidated Financial [removed: Statements of the 2015 Annual Report,] [added: Statements,] which notes are hereby incorporated by reference.

See Item 1A - "Risk [removed: Factors” and] [added: Factors,”] Item 7 - "Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”][added: Operations" and Notes 3 and 4 of Notes to Consolidated Financial Statements set forth in Item 8 of this Annual Report on Form 10-K, which notes are hereby incorporated by reference.]

Sales by geographic destination in [removed: 2015] [added: 2016] for Process Management were: the United States and Canada, 42 percent; Asia, [removed: 24] [added: 23] percent; Europe, [removed: 17] [added: 19] percent; Latin America, [removed: 7] [added: 6] percent; and Middle East/Africa, 10 percent.

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

Sales by geographic destination in [removed: 2015] [added: 2016] for Industrial Automation were: the United States and Canada, [removed: 40] [added: 51] percent; Asia, [removed: 19] [added: 20] percent; Europe, [removed: 34] [added: 22] percent; Latin America, [removed: 3] [added: 4] percent; and Middle East/Africa, [removed: 4] [added: 3] percent.

[added: Power Generation,] Motors and Drives

[removed: Industrial Automation provides a] [added: A] broad line of drives and electric motors [removed: that] are [removed: used] [added: supplied for use] in a wide variety of manufacturing operations and products, including production assembly lines, escalators in shopping malls and supermarket checkout stations.

Products [removed: in this category] include alternating current (AC) and direct current (DC) electrical variable speed drives, servo motors, pump motors, drive control systems, integral horsepower motors (1 HP and above), fractional horsepower motors (less than 1 [removed: HP), hermetic motors] [added: HP)] and gear drives.

Service/trademarks and trade names within Industrial Automation include Emerson Industrial Automation, Appleton, ASCO, ASCO Joucomatic, ASCO Numatics, Branson [removed: Ultrasonics, Control Techniques, Kato Engineering, Leroy Somer, Nutsteel, O-Z/Gedney, SSB Wind Systems] [added: Ultrasonics] and [removed: Trident.][added: O-Z/Gedney.]

[removed: NETWORK POWER][added: Network Power Systems]

Sales by geographic destination in [removed: 2015] [added: 2016] for [removed: Network Power] [added: Climate Technologies] were: the United States and Canada, [removed: 43] [added: 56] percent; Asia, [removed: 28] [added: 22] percent; Europe, [removed: 19] [added: 10] percent; Latin America, [removed: 6] [added: 7] percent; and Middle East/Africa, [removed: 4] [added: 5] percent.

Critical power [removed: technology provides reliable power systems which] [added: system products, including automatic transfer switches, load banks, surge protection, paralleling and synchronizing gear, and related control systems,] automatically transfer critical application loads from a utility to emergency backup generators in the event of a blackout or brownout.

Uninterruptible AC and DC power systems provide reliable, conditioned power to telecommunication networks, data centers and other critical equipment [removed: in the event of blackouts or line surges and spikes.][added: to protect customers’ equipment.]

Thermal management equipment provides efficient, reliable and cost-effective management of heat in mission- critical [removed: facilities.][added: facilities ranging from small network closets and computer rooms to hyperscale-sized data center and communication network sites.]

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

[removed: The Company provides comprehensive data] [added: Data] center management solutions [added: are provided] through server access technologies that enable access, monitoring and control of the information technology infrastructure and provide linkage with data center operations.

[removed: Services include] [added: Customer Resolution Centers are staffed globally and provide services to assist customers in managing their critical infrastructure, including] on-site operations management, energy consumption monitoring, preventive maintenance, electrical testing, remote monitoring and management, and 24-hour service capability.

Sales by geographic destination in [removed: 2015] [added: 2016] for [removed: Climate Technologies] [added: this segment] were: the United States and Canada, [removed: 55] [added: 86] percent; Asia, [removed: 23] [added: 4] percent; Europe, [removed: 10] [added: 7] percent; Latin America, [removed: 7] [added: 2] percent; and Middle East/Africa, [removed: 5] [added: 1] percent.

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

Services and solutions enable global customers to optimize the performance of facilities including large-scale retailers, supermarkets, convenience stores and food [removed: services facilities.][added: service operations.]

The Company’s expertise allows customers to reduce energy and maintenance costs, thereby improving overall facility [added: efficiency and] uptime.

Service/trademarks and trade names within the Climate Technologies segment include Emerson Climate Technologies, Control Products, [removed: Clive Samuels & Associates,] Computer Process Controls, Copeland, Design Services Network, Dixell, Emerson Climate Technologies Distribution Services, Emerson Climate Technologies Educational Services, Emerson Climate Technologies Retail Services, Fusite, Therm-O-Disc, Vilter and White-Rodgers.

The Company's major requirements for basic raw materials include steel, copper, cast iron, electronics, rare earth metals, aluminum and brass; and to a lesser extent, plastics and [removed: other] petroleum-based chemicals.

The Company’s estimated consolidated order backlog was [removed: $5,986] [added: $3,925] million and [removed: $6,714] [added: $4,368] million at September 30, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

The vast majority of the consolidated backlog as of September 30, [removed: 2015] [added: 2016] is expected to be shipped within one year.

Estimated backlog by business segment at September 30, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] follows (dollars in millions).

| Process Management | $ | [removed: 4,141] [added: 3,725] | | | [removed: 3,725] [added: 3,291] | |

| Climate Technologies | [removed: 452] [added: 370] | | | | [removed: 370] [added: 406] | |

| Commercial & Residential Solutions | [removed: 107] [added: 68] | | | | [removed: 68] [added: 55] | |

Costs associated with Company-sponsored research and development activities [added: for continuing operations] were [removed: $506] [added: $320] million, [removed: $541] [added: $336] million and [removed: $576] [added: $356] million in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively.

The Company and its subsidiaries had an average of approximately [removed: 110,800] [added: 103,500] employees during [removed: 2015.][added: 2016, of which 29,000 related to discontinued businesses.]

See Note [removed: 17] [added: 18] of Notes to Consolidated Financial Statements [added: included in Item 8] of [removed: the 2015] [added: this] Annual [removed: Report,] [added: Report on Form 10-K,] which note is hereby incorporated by reference, for further information with respect to foreign operations.

They may be accessed as follows: www.Emerson.com, [removed: Investor Relations,] [added: Investors,] SEC Filings.

The information set forth under [removed: “Item] [added: Item] 1A - [removed: Risk] [added: "Risk] Factors” is hereby incorporated by reference.

As a result of the Company's strategic portfolio repositioning actions further described herein, the network power systems business, which comprised the former Network Power segment, and the power generation, motors and drives businesses, which were part of the Industrial Automation segment, are reported as discontinued operations in the Consolidated Financial Statements for all years presented.

In fiscal 2017, the Company expects to realign its business segments.

The new Automation Solutions segment will include the current Process Management segment and the remaining businesses in the existing Industrial Automation segment, except for the hermetic motors business which will be included in the Climate Technologies segment.

The Commercial & Residential Solutions business will include the Climate Technologies segment and the Tools & Home Products segment.

Tools & Home Products will include the existing Commercial & Residential Solutions businesses.

The Company entered into an agreement as of July 29, 2016 to sell its network power systems business, and on July 30, 2016, entered into an agreement to sell its power generation, motors and drives businesses.

Additionally, on August 18, 2016, the Company entered into an agreement to acquire Pentair’s Valves & Controls business for approximately $3.15 billion, which will complement Process Management’s final control business.

These transactions are expected to close by the end of calendar year 2016 or shortly thereafter, subject to customary closing conditions and regulatory approvals.

Hermetic Motors

The Company provides a broad range of hermetic motors that are used in a wide variety of commercial, industrial and residential HVAC products and applications.

Products include reciprocating, scroll and screw

DISCONTINUED OPERATIONS

The network power systems business and the power generation, motors and drives businesses are reported as discontinued operations in the Consolidated Financial Statements for all years presented.

See Note 4 of Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

| | 2015 | | | | 2016 | |

| Industrial Automation | 205 | | | | 173 | |

| Total Backlog | $ | 4,368 | | | 3,925 | |

Backlog of businesses reported in discontinued operations was $1,705 million and $1,618 million at September 30, 2016 and 2015, respectively.

International sales from continuing operations were $7,582 million in 2016, $8,641 million in 2015 and $9,804 million in 2014, including U.S. exports of $888 million, $1,187 million and $1,288 million in 2016, 2015 and 2014, 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.

1#

2#

Distribution

Brands

Power Generation

3#

The Network Power segment designs, manufactures, installs and maintains products providing 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.

Products in this segment include critical power systems, uninterruptible power systems, thermal management, integrated data center control devices, software, monitoring and 24-hour service.

Critical Power Systems

Products include automatic transfer switches, load banks, surge protection, field services, paralleling and synchronizing gear, and related distribution equipment and control systems.

Uninterruptible Power Systems

Thermal Management

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

4#

Data Center Infrastructure Management

Service and Site Operations

Network Power staffs Customer Resolution Centers in more than 30 countries and deploys field service personnel worldwide to assist customers in managing their critical infrastructure.

Network Power segment sales are primarily through worldwide direct sales forces, particularly in Europe and Asia.

The remainder of sales are handled by independent sales representatives, particularly in the United States, and independent distributors.

Service/trademarks and trade names within Network Power include Emerson Network Power, Aperture, ASCO Power Technologies, Avocent, Chloride, Knürr, Liebert, Liebert Services, NetXtend and Netsure.

5#

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

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 | |

| Industrial Automation | 646 | | | | 481 | |

| Network Power | 1,368 | | | | 1,342 | |

| Total Backlog | $ | 6,714 | | | 5,986 | |

7#

International sales were $12,521 million in 2015, $14,227 million in 2014 and $14,669 million in 2013, including U.S. exports of $1,330 million, $1,396 million and $1,604 million in 2015, 2014 and 2013, respectively.

The information regarding legal proceedings set forth in [added: Item 8 of this Annual Report on Form 10-K in] Note [removed: 12] [added: 13] of Notes to Consolidated Financial Statements [removed: of the 2015 Annual Report] is hereby incorporated by reference.

10-K 1 [removed: emr930201510-k.htm] [added: emr930201610-k.htm] FORM 10-K

[added: UNITED STATES] SECURITIES AND EXCHANGE COMMISSION

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES [added: EXCHANGE ACT OF 1934]

For the fiscal year ended September 30, [removed: 2015][added: 2016]

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES [added: EXCHANGE ACT OF 1934]

| Missouri (State or other jurisdiction of incorporation or organization) | [added: ] | 43-0259330 (I.R.S. Employer Identification No.) |

| 8000 W. Florissant Ave. P.O. Box 4100 St. Louis, Missouri (Address of principal executive offices) | [removed: |] 63136 (Zip Code) | [added: |]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such [removed: files) Yes ý No ¨][added: files).]

[added: Large accelerated filer ý Accelerated filer ¨] Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

| 1. | Portions of Emerson Electric Co. [removed: 2015] [added: Notice of 2017] Annual [removed: Report to] [added: Meeting of] Stockholders [removed: for the year ended September 30, 2015] [added: and Proxy Statement] incorporated by reference into [removed: Parts I and II] [added: Part III] hereof. |

Yes ý No ¨

March 31, 2016: $34.8 billion.

Common stock outstanding at October 31, 2016: 642,776,971 shares.

UNITED STATES

EXCHANGE ACT OF 1934

EXCHANGE ACT OF 1934

| | | |

| | | |

Large accelerated filer ý Accelerated filer ¨

March 31, 2015: $37.9 billion.

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

| | |

| --- | --- |

| 2. | Portions of Emerson Electric Co. Notice of 2016 Annual Meeting of Stockholders and Proxy Statement incorporated by reference into Part III hereof. |

At September 30, [removed: 2015,] [added: 2016,] the Company had approximately 205 manufacturing locations worldwide, of which approximately [removed: 140] [added: 135] 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: 73;] [added: 76;] Industrial Automation, [removed: 58; Network Power, 25;] [added: 32;] Climate Technologies, [removed: 35;] [added: 33;] and Commercial & Residential Solutions, 14.

There were approximately 50 manufacturing facilities related to businesses included in discontinued operations at September 30, 2016.

11#

The following sets forth certain information as of November [removed: 18, 2015] [added: 16, 2016] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 2, 2016:][added: 7, 2017:]

| D. N. Farr | Chairman of the Board and Chief Executive Officer* | [removed: 60] [added: 61] | 1985 |

| F. J. Dellaquila | [added: Senior] Executive Vice President and Chief Financial Officer | [removed: 58] [added: 59] | 1991 |

| E. L. Monser | President | [removed: 65] [added: 66] | 2002 |

| E. M. Purvis | Executive Vice President and Chief Operating Officer | [removed: 58] [added: 59] | 2003 |

| S. J. Pelch | [removed: Senior] [added: Executive] Vice President - Organization Planning and Development | [removed: 51] [added: 52] | 2005 |

| R. J. Schlueter | Vice President, Controller and Chief Accounting Officer | [removed: 61] [added: 62] | 1992 |

Dellaquila was appointed [added: Senior] Executive Vice President in November [added: 2016, Executive Vice President in November] 2012 and Senior Vice President and Chief Financial Officer in February 2010.

Pelch was appointed [added: Executive Vice President in November 2016,] Senior Vice President in November [removed: 2015.][added: 2015 and Vice President - Organization Planning and Development in November 2014.]

[added: Prior to that,] Mr. Pelch was Vice President - Organization Planning [removed: and Development] from [removed: 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.

| R. T. Sharp | Executive President - Commercial & Residential Solutions | 49 | 2012 |

| M. H. Train | Executive President - Automation Solutions | 54 | 1994 |

| | | | |

| S. Y. Bosco | Senior Vice President, Secretary and General Counsel | 58 | 2005 |

| | | | |

| M. J. Bulanda | Senior Vice President - Acquisition Planning and Development | 50 | 2002 |

| | | | |

| K. Button Bell | Senior Vice President and Chief Marketing Officer | 58 | 1999 |

| | | | |

Robert T.

Sharp was appointed Executive President - Commercial & Residential Solutions in October 2016.

Prior to his current position, Mr. Sharp was Executive Vice President - Commercial & Residential Solutions from February 2016 through October 2016, Executive Vice President - Climate Technologies from February 2015 through February 2016, Vice President - Profit Planning from 2013 through January 2015 and President - Emerson Process Management Europe from 2009 through 2013.

Michael H.

Train was appointed Executive President - Automation Solutions in October 2016.

Prior to his current position, Mr. Train was Executive Vice President - Automation Solutions from May 2016 through October 2016 and President of Global Sales for Emerson Process Management from 2010 through May 2016.

Sara Y.

Bosco was appointed to the position of Senior Vice President, Secretary and General Counsel in May 2016.

Prior to her current position, Ms. Bosco was President, Emerson Asia-Pacific from 2008 through May 2016.

Mark J.

Bulanda was appointed Senior Vice President in November 2016 and Vice President - Acquisition Planning and Development in May 2016.

Prior to his current position, Mr. Bulanda was Executive Vice President - Emerson Industrial Automation from 2012 through May 2016 and President of Emerson’s Control Techniques business from 2010 through 2012.

Katherine Button Bell was appointed Senior Vice President in November 2016 and Vice President and Chief Marketing Officer in 1999.

| C. A. Peters | Senior Executive Vice President | 60 | 1990 |

Prior to his current position, Mr. Dellaquila was Senior Vice President - Finance and Controller from August 2009 to February 2010 and Senior Vice President - Acquisitions and Development from 2004 to 2009.

Charles A.

Peters has been Senior Executive Vice President since October 2000.

12#

Information regarding the market for the Company's common stock, quarterly market price ranges and dividend payments is set forth in [added: Item 8 of this Annual Report on Form 10-K in] Note [removed: 19] [added: 20] of Notes to Consolidated Financial [removed: Statements of the 2015 Annual Report,] [added: Statements,] which note is hereby incorporated by reference.

There were approximately [removed: 20,130] [added: 19,724] stockholders of record at September 30, [removed: 2015.][added: 2016.]

| Period | | Total Number of [removed: Shares] [added: Share] Purchased (000s) | | | [added: |] Average Price Paid per Share | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (000s) | | | [added: |] Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (000s) | [removed: |]

The [removed: 6.0] [added: 63.5] million shares available for purchase represent the remaining authorized shares under a 70 million share purchase program approved by the Board of Directors in [removed: May 2013.][added: November 2015.]

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

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

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

| July 2016 | | | — | | | | — | | | | — | | | 64,416 |

| August 2016 | | | 875 | | | | $52.94 | | | | 875 | | | 63,541 |

| September 2016 | | | — | | | | — | | | | — | | | 63,541 |

| Total | | | 875 | | | | $52.94 | | | | 875 | | | 63,541 |

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

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

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

| 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 | |

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

| | [removed: 2011 | | | |] 2012 (a) | | | [added: |] 2013 (a) | | | 2014 [removed: (a)] | | | 2015 (b) | | [added: | 2016 | |]

| Basic earnings per common share from continuing operations | $ | [removed: 3.26] [added: 1.97] | | | [removed: 2.68] [added: 2.09] | | | [removed: 2.78] [added: 3.13] | | | [removed: 3.05] [added: 3.72] | | | [removed: 4.01] [added: 2.46] | |

| Diluted earnings per common share from continuing operations | $ | [removed: 3.24] [added: 1.96] | | | [removed: 2.67] [added: 2.08] | | | [removed: 2.76] [added: 3.11] | | | [removed: 3.03] [added: 3.71] | | | [removed: 3.99] [added: 2.45] | |

| Cash dividends per common share | $ | [removed: 1.38 | | |] 1.60 | | | 1.64 | | | 1.72 | | | 1.88 | | [added: | 1.90 | |]

| Long-term debt | $ | [removed: 4,324 | | |] 3,787 | | | 4,055 | | | 3,559 | | | 4,289 | | [added: | 4,062 | |]

| Total assets | $ | [removed: 23,861 | | |] 23,818 | | | 24,711 | | | 24,177 | | | 22,088 | | [added: | 21,743 | |]

(a) Includes goodwill impairment and income tax charges as follows: [removed: 2014, $508 million and $0.72 per share;] 2013, $566 million and $0.78 per share; 2012, [removed: $528] [added: $425] million and [removed: $0.72] [added: $0.58] per share.

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

See [removed: Note] [added: Notes] 3 [added: and 4] of Notes to Consolidated Financial Statements [added: included in Item 8] of [removed: the 2015] [added: this] Annual [removed: Report,] [added: Report on Form 10-K,] which [removed: note is] [added: notes are] hereby incorporated by reference, for information regarding the Company's acquisition and divestiture activities for the last three years.

| Net sales | $ | 17,349 | | | 17,935 | | | 17,733 | | | 16,249 | | | 14,522 | |

| Earnings from continuing operations – common stockholders | $ | 1,444 | | | 1,506 | | | 2,201 | | | 2,517 | | | 1,590 | |

| Net sales | $ | 24,222 | | | 24,412 | | | 24,669 | | | 24,537 | | | 22,304 | |

| Earnings from continuing operations – common stockholders | $ | 2,454 | | | 1,968 | | | 2,004 | | | 2,147 | | | 2,710 | |

13#

Consolidated Statements of Earnings

EMERSON ELECTRIC CO. & SUBSIDIARIES

(Dollars in millions, except per share amounts)

| | | | | | | | | | |

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

| | | | | | | | | | |

| | 2014 | | | | 2015 | | | 2016 | |

| | | | | | | | | | |

| Net sales | $ | 17,733 | | | 16,249 | | | 14,522 | |

| Costs and expenses: | | | | | | | | | |

| Cost of sales | 9,971 | | | | 9,241 | | | 8,260 | |

| Selling, general and administrative expenses | 4,164 | | | | 3,735 | | | 3,464 | |

| Gains on divestitures of businesses | — | | | | 1,039 | | | — | |

| Other deductions, net | 211 | | | | 330 | | | 294 | |

| Interest expense, net of interest income of: 2014, $18; 2015, $23; 2016, $27 | 196 | | | | 175 | | | 188 | |

| Earnings from continuing operations before income taxes | 3,191 | | | | 3,807 | | | 2,316 | |

| Income taxes | 953 | | | | 1,267 | | | 697 | |

| Earnings from continuing operations | 2,238 | | | | 2,540 | | | 1,619 | |

| Discontinued operations, net of tax: 2014, $211; 2015, $161; 2016, $269 | (54 | | ) | | 193 | | | 45 | |

| Net earnings | 2,184 | | | | 2,733 | | | 1,664 | |

| Less: Noncontrolling interests in earnings of subsidiaries | 37 | | | | 23 | | | 29 | |

| Net earnings common stockholders | $ | 2,147 | | | 2,710 | | | 1,635 | |

| | | | | | | | | | |

| Earnings common stockholders: | | | | | | | | | |

| Earnings from continuing operations | $ | 2,201 | | | 2,517 | | | 1,590 | |

| Discontinued operations, net of tax | (54 | | ) | | 193 | | | 45 | |

| Net earnings common stockholders | $ | 2,147 | | | 2,710 | | | 1,635 | |

| | | | | | | | | | |

| Basic earnings per share common stockholders: | | | | | | | | | |

| Earnings from continuing operations | $ | 3.13 | | | 3.72 | | | 2.46 | |

| Discontinued operations | (0.08 | | ) | | 0.29 | | | 0.07 | |

| Basic earnings per common share | $ | 3.05 | | | 4.01 | | | 2.53 | |

| | | | | | | | | | |

| Diluted earnings per share common stockholders: | | | | | | | | | |

| Earnings from continuing operations | $ | 3.11 | | | 3.71 | | | 2.45 | |

| Discontinued operations | (0.08 | | ) | | 0.28 | | | 0.07 | |

| Diluted earnings per common share | $ | 3.03 | | | 3.99 | | | 2.52 | |

| | | | | | | | | | |

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

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

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: 2015] [added: 2016] 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: 2015,] [added: 2016,] 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, [removed: appearing] [added: set forth] in [removed: the 2015] [added: Item 7 and Item 8, respectively, of this] Annual Report [added: on Form 10-K,] 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: 2016] [added: 2017] annual stockholders' meeting (the [removed: "2016] [added: "2017] Proxy Statement") is hereby incorporated by reference.

Information appearing under "Section 16(a) Beneficial Ownership Reporting Compliance" in 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: 2016] [added: 2017] Proxy Statement is hereby incorporated by reference.

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 [removed: Internet] website; and intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on its [removed: Internet] website.

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 [removed: Internet] website and in print to any stockholder who requests them.

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

The Corporate Governance section of the Company's [removed: Internet] website may be accessed as follows: www.Emerson.com, [removed: Investor Relations,] [added: Investors,] Corporate Governance.

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: 2016] [added: 2017] Proxy Statement is hereby incorporated by reference.

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: 2016] [added: 2017] Proxy Statement, is hereby incorporated by reference.

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of September 30, [removed: 2015:][added: 2016:]

| (1) | Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Included in column (a) are: (i) [removed: 13,646,089] [added: 15,276,335 shares] reserved for outstanding stock option awards, (ii) [removed: 5,782,114] [added: 2,186,150] shares reserved for performance [added: share awards granted in 2016, (iii) 4,252,335] shares [added: reserved for performance share] awards [removed: awarded] [added: granted primarily] in 2013, [removed: (iii) 26,942] [added: (iv) 16,513] reserved for outstanding restricted stock unit [removed: awards] [added: awards,] and [removed: (iv) 1,067] [added: (v) 239] 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. [removed: 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.] |

Information regarding stock option plans and incentive shares plans [added: is] set forth in [added: Item 8 of this Annual Report on Form 10-K in] Note [removed: 14] [added: 15] of Notes to Consolidated Financial [removed: Statements of the 2015 Annual Report] [added: Statements, which note] is hereby incorporated by reference.

| Equity compensation plans approved by security holders (1) | 21,731,572 | | $54.87 | | 26,554,538 |

| Total | 21,731,572 | | $54.87 | | 26,554,538 |

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) 10,917,345 under the 2011 Stock Option Plan, (ii) 11,230,650 under the 2015 Incentive Shares Plan, (iii) 4,211,966 under the 2006 Incentive Shares Plan, and (iv) 194,577 under the Restricted Stock Plan for Non-Management Directors.

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

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

16#

Information appearing under “Director Independence” in the [removed: 2016] [added: 2017] Proxy Statement is hereby incorporated by reference.

Information appearing under "Fees Paid to KPMG LLP" in the [removed: 2016] [added: 2017] 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 [added: set forth] in [removed: the 2015] [added: Item 8 of this] Annual [removed: Report.] [added: Report on Form 10-K.] |

| 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 [removed: the 2015] [added: this] Annual [removed: Report.] [added: Report on Form 10-K.] |

| 3(b) | Bylaws of Emerson Electric Co., as amended through [removed: November 4, 2014,] [added: October 6, 2016,] incorporated by reference to Emerson Electric Co. Form 8-K filed [removed: November 5, 2014,] [added: October 6, 2016,] Exhibit 3.1. |

| 10(e)* | Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, [removed: 2015;] [added: 2015, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(e);] 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 10(f); and Lump Sum Distribution Election Forms. |

| 10(p)* | Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005, Appendix C, Amendment for 409A Compliance, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Forms of Performance [removed: Share] [added: Shares] Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted [removed: Share] [added: Shares] Award Agreement (used on or prior to September 30, 2011), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Amendment to Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2008, File No. 1-278, Exhibit 10.1, Forms of Performance [removed: Share] [added: Shares] Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, Forms of Performance [removed: Share] [added: Shares] Award Certificate and Acceptance of Award, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011), and Form of Restricted [removed: Share] [added: Shares] Award Agreement, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011). |

| [removed: 10(s)*] [added: 10(t)*] | Letter Agreement effective as of [removed: February 5, 2013 by and] [added: January 15, 2014] between Emerson Electric Co. and [removed: Walter J. Galvin,] [added: Edgar M. Purvis,] incorporated by reference to Emerson Electric Co. [added: 2015] Form [removed: 8-K filed February 8, 2013,] [added: 10-K, File No. 1-278,] Exhibit [removed: 10.1.] [added: 10(v).] |

| [removed: 10(u)*] [added: 10(s)*] | Emerson Electric Co. 2015 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, [removed: Form] [added: Forms] of Performance Shares Award Certificate and Acceptance of Award, 2016 Performance Shares Program Award Summary and Form of Restricted Shares Award [removed: Agreement.] [added: Agreement, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u).] |

[added: |] 10(v)* [added: |] Letter Agreement effective as of [removed: October 1, 2013] [added: January 15, 2014] between Emerson Electric Co. and [removed: Edgar M.][added: Steven J. Pelch. |]

| 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: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2013,] 2014, [added: 2015,] and [removed: 2015] [added: 2016] (iii) Consolidated Balance Sheets at September 30, [removed: 2014] [added: 2015] and [removed: 2015,] [added: 2016,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2015.] [added: 2016.] |

| | | [added: Senior] Executive Vice President and | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 18, 2015,] [added: 16, 2016,] by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ F. J. Dellaquila | | [added: Senior] Executive Vice President and Chief Financial Officer |

| 10(v) | | | Letter Agreement effective as of [removed: October 1, 2013] [added: January 15, 2014] between Emerson Electric Co. and [removed: Edgar M. Purvis] [added: Steven J. Pelch.] | |

| 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: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] (iii) Consolidated Balance Sheets as of September 30, [removed: 2014] [added: 2015] and [removed: 2015,] [added: 2016,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2013, 2014] [added: 2014, 2015] and [removed: 2015,] [added: 2016,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2015.] [added: 2016.] | |

| 10(u)* | Letter Agreement dated December 7, 2015 by and between Emerson Electric Co. and Charles A. Peters, incorporated by reference to Emerson Electric Co. form 10-Q for the quarter ended December 31, 2015, Exhibit 10.1. |

| 10(w) | 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. |

| 10(x) | Share Purchase Agreement by and between Emerson Electric Co. and Pentair plc dated August 18, 2016. |

| | |

| --- | --- |

| | |

| --- | --- |

| | | November 16, 2016 | |

| 10(w) | | | 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. | |

| 10(x) | | | Share Purchase Agreement by and between Emerson Electric Co. and Pentair plc dated August 18, 2016. | |

17#

18#

19#

| 10(t)* | Consulting Agreement made and entered into as of February 5, 2013 by and between Emerson Electric Co. and Walter J. Galvin, incorporated by reference to Emerson Electric Co. Form 8-K filed February 8, 2013, Exhibit 10.2. |

Purvis.

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

20#

| | | November 18, 2015 | |

| | | |

| | | |

| * | | Director |

| * | | Director |

| A. A. Busch III | | |

21#

| C. A. Peters | | |

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. | |

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

23#