Emerson Electric (EMR) 10-K risk factor changes: FY2019 vs FY2018

[removed: We] [added: *We] Operate in Businesses That Are Subject to Competitive Pressures That Could Affect Prices or Demand for Our [removed: Products][added: Products*]

[removed: Our] [added: *Our] Operating Results Depend in Part on Continued Successful Research, Development and Marketing of New and/or Improved Products and Services, and There Can Be No Assurance That We Will Continue to Successfully Introduce New Products and [removed: Services][added: Services*]

[removed: If] [added: *If] We Are Unable to Defend or Protect Our Intellectual Property [removed: Rights] [added: Rights,] the Company's Competitive Position Could Be Adversely [removed: Affected][added: Affected*]

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

In [removed: 2018] [added: 2019] and in past years, we have made various acquisitions, including the valves & controls business in 2017, and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.

[added: The] success of these transactions will depend on our ability to integrate assets and personnel acquired in these transactions and to cooperate with our strategic partners.

[removed: We] [added: *We] Use a Variety of Raw Materials and Components in Our Businesses, and Significant Shortages or Price Increases Could Increase Our Operating Costs and Adversely Impact the Competitive Positions of Our [removed: Products][added: Products*]

[removed: Our] [added: *Our] Operations Depend on Production Facilities Throughout the World, a Majority of Which Are Located Outside the United States and Subject to Increased Risks of Disrupted [removed: Production] [added: Production,] Causing Delays in Shipments and Loss of Customers and [removed: Revenue][added: Revenue*]

[removed: Our] [added: *Our] Substantial Sales Both in the U.S. and Abroad Subject Us to Economic Risk as Our Results of Operations May Be Adversely Affected by Changes in Government Regulations and Policies and Currency [removed: Fluctuations][added: Fluctuations*]

Changes in laws or policies governing the terms of foreign trade, trade restrictions or barriers, tariffs or taxes, [added: trade protection measures, and retaliatory countermeasures,] including on imports from countries where we manufacture products, could adversely impact our business and financial results.

[removed: Recessions,] [added: *Recessions,] Adverse Market Conditions or Downturns in End Markets We Serve May Negatively Affect Our [removed: Operations][added: Operations*]

[removed: Changes] [added: *Changes] in Tax Rates, Laws or Regulations and the Resolution of Tax Disputes Could Adversely Impact Our Financial [removed: Results][added: Results*]

[removed: Access] [added: *Access] to Funding Through the Capital Markets is Essential to the Execution of Our Business [removed: Plan] [added: Plan,] and if We Are Unable to Maintain Such Access We Could Experience a Material Adverse Effect on Our Business and Financial [removed: Results][added: Results*]

[removed: Our] [added: *Our] Business Success Depends on the Ability to Attract, Develop and Retain Key [removed: Personnel][added: Personnel*]

[removed: Security] [added: *Security] Breaches or Disruptions of Our Information Technology Systems Could Adversely Affect Our [removed: Business][added: Business*]

It is possible for such vulnerabilities to remain undetected for an extended [removed: period, up to and including several years.]

[removed: Our] [added: *Our] Products and Services are Highly Sophisticated and Specialized, and a Major Product Failure or Similar Event Caused by Defects, Cybersecurity Incidents or Other Failures, Could Adversely Affect Our Business, Reputation, Financial Position and Results of [removed: Operations][added: Operations*]

[removed: We] [added: *We] Are Subject to Litigation and Environmental Regulations That Could Adversely Impact Our Operating [removed: Results][added: Results*]

period, up to and including several years.

*Our Reputation, Ability To Do Business and Results of Operations Could Be Impaired By Improper Conduct By Any of Our Employees, Agents or Business Partners*

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, anti-bribery, export and import compliance, anti-trust and money laundering, due to our global operations.

In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced government corruption to some degree.

We cannot provide assurance our internal controls will always protect us from the improper conduct of our employees, agents and business partners.

Any such violation of law or improper actions could subject us to civil or criminal investigations in the U.S. and other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could lead to increased costs of compliance and could damage our reputation, our business and results of operations.

The

As such, the final one-time deemed repatriation tax may differ materially from the Company’s provisional amounts due to additional regulatory guidance expected to be issued, changes in interpretations, or any legislative actions to address questions arising from the Act, as well as further evaluation of the Company's actions, assumptions and interpretations.

There may be other challenges and risks as the Company upgrades its enterprise resource planning software and related systems across a majority of its businesses.

[removed: Safe] [added: Safe] Harbor [removed: Statement][added: Statement]

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 [removed: 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.]

[removed: Non-GAAP] [added: Non-GAAP] Financial [removed: Measures][added: Measures]

Underlying sales, which exclude the impact of acquisitions, divestitures and fluctuations in foreign currency exchange rates during the periods presented, are provided to facilitate relevant period-to-period comparisons of sales growth by excluding those items that impact overall comparability (U.S. GAAP measure: [removed: net sales).][added: *net sales*).]

EBIT (defined as earnings before deductions for interest expense, net and income taxes) and total segment EBIT, and EBIT margin (defined as EBIT divided by net sales) and total segment EBIT margin, are [removed: commonly used] financial measures that exclude the impact of financing on the capital structure and income taxes.

All [added: of] these [removed: measures] are [added: commonly used financial measures] utilized by management to evaluate performance (U.S. GAAP measures: [removed: pretax] [added: *pretax] earnings or pretax profit [removed: margin).][added: margin*).]

Earnings, earnings per share, return on common stockholders’ equity and return on total capital excluding certain gains and losses, impairments, [added: restructuring] costs, impacts of the strategic portfolio repositioning actions and other acquisitions or divestitures, impacts of U.S. tax reform, 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.

Management believes that presenting earnings, earnings per share, return on common stockholders' equity and return on total capital excluding these items is more representative of the Company’s operational performance and may be more useful for investors (U.S. GAAP measures: [removed: earnings,] [added: *earnings,] earnings per share, return on common stockholders’ equity, return on total [removed: capital).][added: capital*).]

Management believes that free cash flow, free cash flow as a percent of net sales and dividends as a percent of free cash flow are useful to both management and investors as measures of the Company’s ability to generate cash and support its dividend (U.S. GAAP [removed: measure: operating] [added: measures: *operating] cash flow, operating cash flow as a percent of net sales, dividends as a percent of operating cash [removed: flow).][added: flow*).]

[removed: FINANCIAL REVIEW][added: FINANCIAL REVIEW]

[removed: Report] [added: Report] of [removed: Management][added: Management]

Management believes that the financial statements for [added: each of] the [removed: three] years [added: in the three-year period] ended September 30, [removed: 2018] [added: 2019] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.

[removed: Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

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 [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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, [removed: 2018.][added: 2019.]

| [removed: Chairman] [added: *Chairman] of the [removed: Board] [added: Board*] | | [removed: Senior] [added: *Senior] Executive Vice [removed: President] [added: President*] | |

| [removed: and] [added: *and] Chief Executive [removed: Officer] [added: Officer*] | | [removed: and] [added: *and] Chief Financial [removed: Officer] [added: Officer*] | |

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

| | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | [removed: 2018] [added: 2019] | | | [removed: 17] [added: 18] vs. [removed: 16] [added: 17] | | | [removed: 18] [added: 19] vs. [removed: 17] [added: 18] | |

| Net sales | $ | [removed: 14,522 | | |] 15,264 | | | 17,408 | | | [removed: 5] [added: 18,372] | [removed: %] | | 14 | % | [added: | 6 | % |]

| [removed: Percent] [added: *Percent] of [removed: sales] [added: sales*] | [removed: 23.8] [added: *23.6*] | | [removed: %] [added: *%*] | | [removed: 23.7] [added: *24.5*] | [removed: %] [added: *%*] | | [removed: 24.5] [added: 24.2] | [removed: %] [added: %] | | | | | | |

[removed: | Other deductions, net | $ | 294 | | | 286 | | | 376 | | | | | | | |][added: OTHER DEDUCTIONS, NET]

| Interest expense, net | $ | [removed: 188] [added: 165] | | | [removed: 165] [added: 159] | | | [removed: 159] [added: 174] | | | | | | | |

| before income taxes | $ | [removed: 2,316 | | |] 2,335 | | | 2,667 | | | [removed: 1] [added: 2,859] | [removed: %] | | 14 | % | [added: | 7 | % |]

| [removed: Percent] [added: *Percent] of [removed: sales] [added: sales*] | [removed: 16.0] [added: *15.3*] | | [removed: %] [added: *%*] | | [removed: 15.3] [added: *15.3*] | [removed: %] [added: *%*] | | [removed: 15.3] [added: 15.6] | [removed: %] [added: %] | | | | | | |

| common stockholders | $ | [removed: 1,590 | | |] 1,643 | | | 2,203 | | | [removed: 3] [added: 2,306] | [removed: %] | | 34 | % | [added: | 5 | % |]

| [removed: Percent] [added: *Percent] of [removed: sales] [added: sales*] | [removed: 11.3] [added: *10.8*] | | [removed: %] [added: *%*] | | [removed: 9.9] [added: *12.7*] | [removed: %] [added: *%*] | | [removed: 12.7] [added: 12.6] | [removed: %] [added: %] | | | | | | |

| Diluted EPS – Earnings from continuing operations | $ | [removed: 2.45 | | |] 2.54 | | | 3.46 | | | [removed: 4] [added: 3.71] | [removed: %] | | 36 | % | [added: | 7 | % |]

| Return on common stockholders' equity | [removed: 20.9] [added: 18.6] | | % | | [removed: 18.6] [added: 24.9] | % | | [removed: 24.9] [added: 26.8] | [removed: %] [added: %] | | | | | | |

| Return on total capital | [removed: 15.5] [added: 15.3] | | % | | [removed: 15.3] [added: 20.6] | % | | [removed: 20.6] [added: 19.5] | [removed: %] [added: %] | | | | | | |

[removed: OVERVIEW][added: OVERVIEW]

Underlying [removed: sales] [added: sales, which exclude acquisitions and a negative impact from foreign currency translation of 2 percent,] were up [removed: 8] [added: 3] percent compared with the prior year.

[removed: Earnings from continuing operations] [added: Net earnings] common stockholders were [removed: $2.2] [added: $2.3] billion in [removed: 2018,] [added: 2019,] up [removed: 34] [added: 5] percent compared with prior year earnings of [removed: $1.6] [added: $2.2] billion.

Diluted earnings per share were [removed: $3.46,] [added: $3.71,] up [removed: 47] [added: 7] percent versus [removed: $2.35] [added: $3.46] per share in [removed: 2017.][added: 2018, due to modest sales growth and lower corporate expenses.]

The Company generated operating cash flow [removed: from continuing operations] of [removed: $2.9] [added: $3.0] billion in [removed: 2018,] [added: 2019,] an increase of [removed: $202] [added: $114] million, or [removed: 8] [added: 4] percent.

[removed: NET SALES][added: NET SALES]

Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, increased [removed: 8] [added: 3] percent [removed: ($1.1 billion)] [added: ($526 million)] on higher [removed: volume.][added: volume and slightly higher price.]

Net sales for [removed: 2017] [added: 2019] were [removed: $15.3] [added: $18.4] billion, an increase of [removed: $742 million,] [added: $1.0 billion,] or [removed: 5] [added: 6] percent compared with [removed: 2016.][added: 2018.]

Sales increased [removed: $441] [added: $761] million in Automation Solutions and [removed: $302] [added: $187] million in Commercial & Residential Solutions.

Underlying sales increased [removed: 1] [added: 5] percent [removed: ($168] [added: ($582] million) on higher volume and slightly [removed: lower] [added: higher] price.

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.

EBITDA (defined as EBIT excluding depreciation and amortization) and EBITDA margin (defined as EBITDA divided by net sales) are used as measures of the Company's current operating performance, as they exclude the impact of capital and acquisition-related investments.

| Gross profit | $ | 6,431 | | | 7,432 | | | 7,815 | | | 16 | % | | 5 | % |

| *Percent of sales* | *42.1* | | *%* | | *42.7* | *%* | | 42.5 | % | | | | | | |

| SG&A | $ | 3,607 | | | 4,269 | | | 4,457 | | | | | | | |

Emerson's sales for 2019 were $18.4 billion, an increase of $1.0 billion, or 6 percent, supported by acquisitions, which added 5 percent.

Underlying sales increased 8 percent ($1.1 billion) on higher volume.

U.S. exports of $1.1 billion were up 2 percent compared with 2018.

The Company acquired eight businesses in 2019, all in the Automation Solutions segment, for $469 million, net of cash acquired.

These eight businesses had combined annual sales of approximately $300 million.

Gross profit was $7.8 billion in 2019 compared to $7.4 billion in 2018.

Gross margin decreased 0.2 percentage points to 42.5 percent, reflecting unfavorable mix and the impact of acquisitions, partially offset by savings from cost reduction actions.

Selling, general and administrative (SG&A) expenses of $4.5 billion in 2019 increased $188 million compared with 2018 due to acquisitions and higher volume.

SG&A as a percent of sales of 24.2 percent decreased 0.3 percentage points due to leverage on higher volume and lower incentive stock compensation of $96 million, reflecting a decreasing stock price in the current year compared to an increasing stock price in the prior year, partially offset by a negative impact from acquisitions of 0.4 percentage points and higher investment spending.

The decrease primarily reflects lower acquisition/divestiture costs of $29 million, pension expenses of $42 million and foreign currency transactions of $13 million, partially offset by higher intangibles amortization and restructuring expense of $27 million and $30 million, respectively.

Pretax earnings of $2.9 billion increased $192 million in 2019, up 7 percent compared with 2018.

Earnings increased $61 million in Automation Solutions and decreased $81 million in Commercial & Residential Solutions, while costs reported at corporate decreased $227 million.

Pretax earnings of $2.7 billion increased $332 million in 2018, up 14 percent compared with 2017.

The Company completed its accounting for the Act in the first quarter of fiscal 2019.

Effective in fiscal 2019, the Act also subjects the Company to U.S. tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries.

The Company has elected to recognize this tax as a period expense when it is incurred.

In the second quarter of fiscal 2019, the Company recorded a $13 million ($0.02 per share) tax benefit due to the issuance of final regulations related to the one-time tax on deemed repatriation.

The lower rates in 2019 and 2018 reflect the lower tax rate on earnings and discrete tax benefits due to the impacts of the Act described above.

Earnings per share comparisons were also impacted by the prior year net tax benefit due to impacts of the Act of $0.30 per share discussed above, which was partially offset by 2018 first year acquisition accounting charges of $0.09 per share and a $0.04 per share loss on the residential storage business.

Higher net earnings benefited the 2019 returns, while an increase in long-term debt negatively impacted the return on total capital.

| Valves, Actuators & Regulators | 2,659 | | | | 3,749 | | | 3,794 | | | 41 | % | | 1 | % |

| Industrial Solutions | 1,689 | | | | 1,967 | | | 2,232 | | | 16 | % | | 14 | % |

Sales for Measurement & Analytical Instrumentation increased $203 million, or 6 percent, reflecting broad-based strength across process and hybrid end markets.

Valves, Actuators & Regulators increased $45 million, or 1 percent, on favorable global oil and gas demand.

Industrial Solutions sales increased $265 million, or 14 percent, due to the Aventics acquisition ($292 million), while discrete manufacturing end markets were slow in the U.S. and Europe.

Process Control Systems & Solutions increased $248 million, or 12 percent, driven by greenfield investment and modernization activity, while acquisitions added $134 million.

Earnings of $1.9 billion increased $61 million from the prior year driven by higher volume and price.

Margin decreased 0.5 percentage points to 16.0 percent, reflecting a dilutive impact from acquisitions of 0.7 percentage points and increased restructuring expense of $24 million.

Excluding these items, margin increased due to leverage on the higher volume.

| (dollars in millions) | 2017 | | | | 2018 | | | 2019 | | | 18 vs. 17 | | | 19 vs. 18 | |

2019 vs. 2018 - Commercial & Residential Solutions sales were $6.2 billion in 2019, an increase of $187 million, or 3 percent.

HVAC sales were down sharply in Asia, Middle East & Africa, particularly in China air conditioning and heating markets, while growth in the U.S. was modest.

Global cold chain sales were down slightly, as modest growth in the U.S. was more than offset by slower demand in Asia and Europe.

Tools & Home Products sales were $1.9 billion in 2019, up $328 million or 22 percent compared to the prior year, reflecting the tools and test acquisition and modest growth for professional tools.

Sales for wet/dry vacuums were up moderately due to higher price, while food waste disposers were flat.

The tools and test equipment business and Aventics were acquired in the fourth quarter of fiscal 2018.

Management has excluded these businesses from its assessment of internal control over financial reporting as of September 30, 2018.

Total assets and revenues of these businesses excluded from the assessment represented approximately 9 percent and 1 percent, respectively, of the Company's related consolidated financial statement amounts as of and for the year ended September 30, 2018.

| Gross profit | $ | 6,262 | | | 6,404 | | | 7,460 | | | 2 | % | | 16 | % |

| Percent of sales | 43.1 | | % | | 42.0 | % | | 42.9 | % | | | | | | |

| SG&A | $ | 3,464 | | | 3,618 | | | 4,258 | | | | | | | |

| Net earnings common stockholders | $ | 1,635 | | | 1,518 | | | 2,203 | | | (7 | )% | | 45 | % |

| Diluted EPS – Net earnings | $ | 2.52 | | | 2.35 | | | 3.46 | | | (7 | )% | | 47 | % |

Sales from continuing operations for 2018 were $17.4 billion, an increase of $2.1 billion, or 14 percent.

The Company funded $2.2 billion in acquisitions, which added 7 percent, while the divestiture of the residential storage business subtracted 2 percent and foreign currency translation added 1 percent.

Sales increased in both businesses.

Automation Solutions sales were up 21 percent, reflecting broad-based demand across energy-related and general industrial markets, and the impact of acquisitions.

Commercial & Residential Solutions sales increased 2 percent as favorable demand in global HVAC and refrigeration markets and the impact of acquisitions were partially offset by the divestiture of the residential storage business.

Diluted earnings per share from continuing operations were $3.46, up 36 percent versus $2.54 per share in 2017, due to strong sales growth and operational performance, as well as an income tax benefit of $189 million ($0.30 per share) from the impacts of U.S. tax reform and an $0.18 per share benefit from the lower tax rate on 2018 earnings.

Net earnings common stockholders were $2.2 billion in 2018, up 45 percent compared with prior year earnings of $1.5 billion, which included the impact of discontinued operations.

U.S. exports of $927 million were up 4 percent compared with 2016, reflecting increases in both Automation Solutions, which benefited from the valves & controls acquisition, and Commercial & Residential Solutions.

Underlying sales decreased 12 percent in Latin America, 3 percent in Canada and 6 percent in Middle East/Africa.

Assets and liabilities for this business were classified as held-for-sale in the consolidated balance sheet at September 30, 2017.

The Company acquired six businesses in 2016, four in Automation Solutions and two in Climate Technologies.

Total cash paid for these businesses was $132 million, net of cash acquired.

Annualized sales for these businesses were approximately $51 million in 2016.

Gross profit was $6.4 billion in 2017 compared with $6.3 billion in 2016.

Gross margin of 42.0 percent reflected dilution of 1.2 percentage points due to the valves & controls operations and first year acquisition accounting charges of $74 million related to inventory.

Slightly lower price also contributed to the decline, while savings from cost reduction actions partially offset these decreases.

SG&A expenses of $3.6 billion in 2017 increased $154 million compared with 2016, primarily due to the valves & controls acquisition.

Savings from cost reduction actions and lower incentive stock compensation of $35 million, reflecting the impact of changes in the stock price, were partially offset by higher other costs.

SG&A as a percent of sales of 23.7 percent decreased 0.1 percentage points in 2017 compared with 2016.

The decrease primarily reflects favorable foreign currency transactions comparisons of $78 million (unfavorable in the prior year) and lower restructuring expense of $18 million.

These decreases were substantially offset by intangibles and backlog amortization related to the valves & controls acquisition of $29 million and $19 million, respectively, and higher

acquisition/divestiture costs of $24 million.

Additionally, 2016 results included a $21 million gain from payments received related to dumping duties.

On August 1, 2018, the U.S. Treasury and Internal Revenue Service released proposed regulations relating to the one-time tax on deemed repatriation of accumulated foreign earnings.

The proposed regulations were subject to a 60-day comment period and final regulations are expected to be issued after consideration of comments received.

The Company is currently evaluating the impact of the proposed regulations and anticipates finalizing its provisional estimates after fully evaluating the final regulations.

The changes made by the Act are broad and complex.

As such, the final one-time deemed repatriation tax may differ materially from these provisional amounts due to additional regulatory guidance expected to be issued, changes in interpretations, or any legislative actions to address questions arising from the Act, as well as further evaluation of the Company’s actions, assumptions and interpretations.

The 11 percentage point decrease in 2018 versus the prior year is due to the impacts of the Act, which include the net tax benefit described above and the lower tax rate on 2018 earnings.

Earnings from continuing operations attributable to common stockholders in 2017 were $1.6 billion, up 3 percent compared with 2016, and diluted earnings per share were $2.54, up 4 percent.

Valves & controls reduced both comparisons by 6 percentage points, or $97 million, $0.15 per share, including restructuring expense, intangibles amortization, and first year pretax acquisition accounting charges related to inventory and backlog of $93 million ($65 million after-tax, $0.10 per share) which are reported in Corporate and other.

Earnings increased $66 million in the Automation Solutions segment in 2017 and $72 million in Commercial & Residential Solutions.

The information from this Annual Report on Form 10-K set forth in Item [removed: 8] [added: 7] under "Financial Instruments" is hereby incorporated by reference.

[removed: Total Emerson sales] [added: Sales] by geographic destination in [removed: 2018] [added: 2019] were: the [removed: United States and Canada, 49 percent; Asia, 23] [added: Americas, 55] percent; Europe, 17 percent; [removed: Latin America, 5 percent;] and [added: Asia,] Middle [removed: East/Africa, 6] [added: East & Africa, 28] percent.

In connection with the strategic portfolio repositioning actions [removed: undertaken to transform] [added: discussed below,] the [removed: Company into a more focused enterprise, its] [added: Company's] businesses and organization were realigned.

In fiscal 2017, the Company began reporting three segments: [removed: Automation Solutions,] [added: Automation Solutions;] and [removed: Climate Technologies] [added: Climate Technologies] and [removed: Tools] [added: Tools] & Home [removed: Products] [added: Products,] which together comprise the [removed: Commercial] [added: Commercial] & Residential [removed: Solutions] [added: Solutions] business.

| • | Automation Solutions - enables process, hybrid and discrete manufacturers to maximize production, protect personnel and the environment, and optimize their energy efficiency and operating costs through a broad offering of products and integrated solutions, including measurement and analytical instrumentation, industrial valves and equipment, and process control [added: software and] systems. |

These businesses have been reported in discontinued operations [removed: for all periods presented] until disposal.

The Company also made [removed: two] strategic acquisitions to strengthen its Commercial & Residential Solutions [removed: business:] [added: business, which included] Textron's tools and test equipment business, a manufacturer of electrical and utility tools, diagnostics, and test and measurement [removed: instruments, and Cooper-Atkins, which offers temperature management and monitoring products for foodservice markets.][added: instruments.]

Information with respect to acquisition and divestiture activity, including the discontinued businesses, is set forth in [removed: Notes 3 and] [added: Note] 4.

[removed: AUTOMATION SOLUTIONS][added: AUTOMATION SOLUTIONS]

Across these product offerings, Automation Solutions offers the Plantweb TM Digital Ecosystem, a comprehensive Industrial Internet of Things (IIoT) architecture that [removed: combines] [added: provides remote monitoring by combining] intelligent field sensors, communication gateways and controllers, software, and complementary partner technologies.

This IIoT architecture delivers measurable business performance improvements to customers by providing insights into production performance, energy consumption, [added: reliability of specific equipment or process units, and safety.]

Together with the broad offering of products and integrated solutions, Automation Solutions also provides a portfolio of services and lifecycle service centers which offer consulting, engineering, systems development, project [removed: management, training, maintenance, and troubleshooting expertise to aid in process optimization.]

Sales by geographic destination in [removed: 2018] [added: 2019] for Automation Solutions were: the [removed: United States and Canada, 43 percent; Asia, 24] [added: Americas, 48] percent; Europe, 20 percent; [removed: Latin America, 5 percent;] and [added: Asia,] Middle [removed: East/Africa, 8] [added: East & Africa, 32] percent.

See Note [removed: 3.][added: 4.]

Engineered on/off valves are typically used to achieve tight shutoff, even in [removed: high pressure] [added: high-pressure] and [removed: temperature] [added: high-temperature] processes.

[removed: COMMERCIAL] [added: COMMERCIAL] & RESIDENTIAL [removed: SOLUTIONS][added: SOLUTIONS]

Sales by geographic destination in [removed: 2018] [added: 2019] for Commercial & Residential Solutions were: the [removed: United States and Canada, 61 percent; Asia, 20] [added: Americas, 69] percent; Europe, [removed: 11 percent; Latin America, 5] [added: 12] percent; and [added: Asia,] Middle [removed: East/Africa, 3] [added: East & Africa, 19] percent.

[removed: CLIMATE TECHNOLOGIES][added: CLIMATE TECHNOLOGIES]

Sales by geographic destination in [removed: 2018] [added: 2019] for Climate Technologies were: the [removed: United States and Canada, 54 percent; Asia, 25] [added: Americas, 65] percent; Europe, 10 percent; [removed: Latin America, 7 percent;] and [added: Asia,] Middle [removed: East/Africa, 4] [added: East & Africa, 25] percent.

Climate Technologies' sales, primarily to original equipment manufacturers and end users, are made [removed: predominately] [added: predominantly] through worldwide direct sales forces.

Service/trademarks and trade names within (but not exclusive to) the Climate Technologies segment include Emerson Commercial & Residential Solutions, Emerson Climate Technologies, [removed: Cooper-Atkins,] Copeland, CoreSense, Dixell, Fusite, ProAct, Sensi, Therm-O-Disc, Vilter and White-Rodgers.

[removed: TOOLS] [added: TOOLS] & HOME [removed: PRODUCTS][added: PRODUCTS]

Sales by geographic destination in [removed: 2018] [added: 2019] for this segment were: the [removed: United States and Canada, 81 percent; Asia, 5] [added: Americas, 79] percent; Europe, [removed: 11 percent; Latin America, 2] [added: 15] percent; and [added: Asia,] Middle [removed: East/Africa, 1] [added: East & Africa, 6] percent.

The Company provides a number of appliance solutions, including residential and commercial food waste disposers, [removed: ceiling fans,] instant hot water dispensers and compact electric water heaters.

Approximately [removed: one-third] [added: one-fourth] of this segment's sales are made to a small number of big box retail outlets.

[removed: DISCONTINUED OPERATIONS][added: DISCONTINUED OPERATIONS]

The network power systems business and the power generation, motors and drives business were sold in 2017 and are reported as discontinued operations in the Consolidated Financial Statements [removed: for all years presented] until disposal.

[removed: PRODUCTION][added: PRODUCTION]

In addition, the Company uses specialized production operations, including automatic and semiautomatic testing, automated material handling and storage, ferrous and nonferrous machining, and special furnaces for heat [removed: treating and foundry applications.]

[removed: RAW MATERIALS][added: RAW MATERIALS]

[removed: PATENTS,] [added: PATENTS,] TRADEMARKS AND [removed: LICENSES][added: LICENSES]

[removed: BACKLOG][added: BACKLOG]

The Company’s estimated consolidated order backlog was [removed: $4,966 million] [added: $5.1 billion] and [removed: $4,894 million] [added: $5.0 billion] at September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

Backlog by business at September 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] follows (dollars in millions).

| Automation Solutions | $ | [removed: 4,414] [added: 4,473] | | | [removed: 4,473] [added: 4,594] | |

| Commercial & Residential Solutions | [removed: 480] [added: 493] | | | | [removed: 493] [added: 467] | |

| Total Backlog | $ | [removed: 4,894] [added: 4,966] | | | [removed: 4,966] [added: 5,061] | |

[removed: COMPETITION][added: COMPETITION]

[removed: ENVIRONMENT][added: ENVIRONMENT]

[removed: EMPLOYEES][added: EMPLOYEES]

The Company and its subsidiaries had approximately [removed: 87,500] [added: 88,000] employees at September 30, [removed: 2018.][added: 2019.]

In 2019, the Company acquired several smaller businesses to expand its Automation Solutions product portfolio, which included the acquisition of Machine Automation Solutions (General Electric's former Intelligent Platforms business).

management, training, maintenance, and troubleshooting expertise to aid in process optimization.

See Note 4.

On January 31, 2019, the Company completed the acquisition of Machine Automation Solutions (General Electric's former Intelligent Platforms business).

This business offers programmable logic controller technologies that expand the Company's capabilities in machine control and discrete applications, as well as for process and hybrid markets.

The Company also completed several acquisitions of software providers, including Zedi, which offers a cloud-based supervisory control and data acquisition platform that helps oil and gas producers optimize and manage their operations.

See Note 4.

Approximately one-third of this segment’s sales are made to a small number of original equipment manufacturers.

See Note 4.

See Note 4.

See Note 4.

treating and foundry applications.

Approximately 85 percent of the Company’s consolidated backlog is expected to be recognized as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter.

| | 2018 | | | | 2019 | |

The Company's process of transforming its Automation Solutions and Commercial & Residential Solutions businesses was ongoing as these repositioning actions were being completed.

reliability of specific equipment or process units, and safety.

A large majority of the consolidated backlog as of September 30, 2018 is expected to be shipped within one year.

| | 2017 | | | | 2018 | |

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

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

[removed: For] [added: For] the fiscal year [removed: ended September] [added: ended September] 30, [removed: 2018][added: 2019]

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

[removed: EMERSON] [added: EMERSON] ELECTRIC [removed: CO.][added: CO.]

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

Registrant's telephone number, including area code: [removed: (314) 553-2000][added: (314) 553-2000]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: Trading Symbol(s)] | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| Common Stock of $0.50 par value per share | [added: EMR] | New York Stock Exchange [removed: Chicago Stock Exchange] |

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [removed: ý] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: ý][added: ☒]

| Large accelerated filer [removed: ý] | [added: | ☒ | |] Accelerated filer [removed: ¨] | [added: ☐ | | | | | |]

| Non-accelerated filer [removed: ¨] | [added: ☐ | | |] Smaller reporting company [removed: ¨] | [added: | | | | ☐ | |]

| | [added: | | |] Emerging growth company [removed: ¨] | [added: | | | | ☐ | |]

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

| 1. | Portions of Emerson Electric Co. Notice of [removed: 2019] [added: 2020] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof. |

[removed: PART I][added: PART I]

| | | | |

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

| | | | |

| Missouri | |  | 43-0259330 |

| | | | |

| 8000 W. Florissant Ave. | | | |

| P.O. Box 4100 | | | |

| St. Louis, | Missouri | 63136 | |

| (Address of principal executive offices) | | (Zip Code) | |

| | | Chicago Stock Exchange |

| 0.375% Notes due 2024 | EMR 24 | New York Stock Exchange |

| 1.250% Notes due 2025 | EMR 25A | New York Stock Exchange |

| 2.000% Notes due 2029 | EMR 29 | New York Stock Exchange |

Yes ☒ No ☐

Yes ☒ No ☐

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

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

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

Yes ☐ No ☒

March 31, 2019: $41.8 billion.

Common stock outstanding at October 31, 2019: 609,153,835 shares.

10-K 1 emr-09302018x10xk.htm 10-K

| | | |

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form

10-K.

| | |

| --- | --- |

March 31, 2018: $42.9 billion.

Common stock outstanding at October 31, 2018: 626,158,598 shares.

At September 30, [removed: 2018,] [added: 2019,] the Company had approximately [removed: 215] [added: 200] manufacturing locations worldwide, of which approximately [removed: 75] [added: 65] were located in the United States and [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 are: Automation Solutions, [removed: 150,] [added: 140;] and Commercial & Residential Solutions, [removed: 65,] [added: 60,] including [removed: 45] [added: 40] in the Climate Technologies segment and 20 in the Tools & Home Products segment.

The following sets forth certain information as of November [removed: 19, 2018] [added: 18, 2019] with respect to the Company's executive officers.

These officers have been elected or appointed to terms which expire February [removed: 5, 2019:][added: 4, 2020:]

| D. N. Farr | Chairman of the Board and Chief Executive Officer* | [removed: 63] [added: 64] | 1985 |

| F. J. Dellaquila | Senior Executive Vice President and Chief Financial Officer | [removed: 61] [added: 62] | 1991 |

| S. J. Pelch | Chief Operating Officer and Executive Vice President - Organization Planning and Development | [removed: 54] [added: 55] | 2005 |

| M. H. Train | President [removed: and Chairman Automation Solutions] | [removed: 56] [added: 57] | 1994 |

| L. Karsanbhai | Executive President - Automation Solutions | [removed: 49] [added: 50] | 2002 |

| R. T. Sharp | Executive President - Commercial & Residential Solutions | [removed: 51] [added: 52] | 1999 |

| S. Y. Bosco | Senior Vice President, Secretary and General Counsel | [removed: 60] [added: 61] | 2005 |

| M. J. Bulanda | Senior Vice President - Planning and Development | [removed: 52] [added: 53] | 2002 |

| K. Button Bell | Senior Vice President and Chief Marketing Officer | [removed: 60] [added: 61] | 1999 |

| M. J. Baughman | Vice President, Controller and Chief Accounting Officer | [removed: 53] [added: 54] | 2018 |

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

[removed: PART II][added: PART II]

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

EXECUTIVE OFFICERS OF THE REGISTRANT

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.

There were approximately [removed: 18,343] [added: 17,776] stockholders of record at September 30, [removed: 2018.][added: 2019.]

In November 2015, the Board of Directors authorized the purchase of up to 70 million shares, and [removed: 41.8] [added: 21.9] million shares remain available.

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

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

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

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

| July 2019 | | | — | | | | — | | | | — | | | 26,121 |

| August 2019 | | | 3,020 | | | | $58.36 | | | | 3,020 | | | 23,101 |

| September 2019 | | | 1,161 | | | | $63.51 | | | | 1,161 | | | 21,940 |

| Total | | | 4,181 | | | | $59.79 | | | | 4,181 | | | 21,940 |

No shares were purchased in the fourth quarter of 2018.

| | [removed: 2014 | | | |] 2015 (a) | | | [added: |] 2016 | | | 2017 | | | 2018 (b) | | [added: | 2019 | |]

| Net sales | $ | [removed: 17,733 | | |] 16,249 | | | 14,522 | | | 15,264 | | | 17,408 | | [added: | 18,372 | |]

| Earnings from continuing operations – common stockholders | $ | [removed: 2,201 | | |] 2,517 | | | 1,590 | | | 1,643 | | | 2,203 | | [added: | 2,306 | |]

| Basic earnings per common share from continuing operations | $ | [removed: 3.13 | | |] 3.72 | | | 2.46 | | | 2.54 | | | 3.48 | | [added: | 3.74 | |]

| Diluted earnings per common share from continuing operations | $ | [removed: 3.11 | | |] 3.71 | | | 2.45 | | | 2.54 | | | 3.46 | | [added: | 3.71 | |]

| Cash dividends per common share | $ | [removed: 1.72 | | |] 1.88 | | | 1.90 | | | 1.92 | | | 1.94 | | [added: | 1.96 | |]

| Long-term debt | $ | [removed: 3,559 | | |] 4,289 | | | 4,051 | | | 3,794 | | | 3,137 | | [added: | 4,277 | |]

| Total assets | $ | [removed: 24,177 | | |] 22,088 | | | 21,732 | | | 19,589 | | | 20,390 | | [added: | 20,497 | |]

See [removed: Notes 3 and] [added: Note] 4 for information regarding the Company's acquisition and divestiture activities for the last three years, and Note 14 for information regarding the impacts of U.S. tax reform.

[removed: Consolidated] [added: Consolidated] Statements of [removed: Earnings][added: Earnings]

[removed: EMERSON] [added: EMERSON] ELECTRIC CO. & [removed: SUBSIDIARIES][added: SUBSIDIARIES]

| | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | [removed: 2018] [added: 2019] | |

| [removed: Net sales] [added: Net sales] | $ | [removed: 14,522] [added: 15,264] | | | [removed: 15,264] [added: 17,408] | | | [removed: 17,408] [added: 18,372] | |

| Selling, general and administrative expenses | [removed: 3,464] [added: 3,607] | | | | [removed: 3,618] [added: 4,269] | | | [removed: 4,258] [added: 4,457] | |

[removed: | Other deductions, net | 294 | | | | 286 | | | 376 | |][added: (5) OTHER DEDUCTIONS, NET]

| Interest expense, net of interest income of: [removed: 2016, $27;] 2017, $36; 2018, [removed: $43] [added: $43; 2019, $27] | [removed: 188] [added: 165] | | | | [removed: 165] [added: 159] | | | [removed: 159] [added: 174] | |

| [removed: Earnings] [added: Earnings] from continuing operations before income [removed: taxes] [added: taxes] | [removed: 2,316] [added: 2,335] | | | | [removed: 2,335] [added: 2,667] | | | [removed: 2,667] [added: 2,859] | |

| Income taxes | [removed: 697] [added: 660] | | | | [removed: 660] [added: 443] | | | [removed: 443] [added: 531] | |

| [removed: Earnings] [added: Earnings] from continuing [removed: operations] [added: operations] | [removed: 1,619] [added: 1,675] | | | | [removed: 1,675] [added: 2,224] | | | [removed: 2,224] [added: 2,328] | |

| Discontinued operations, net of [removed: tax: 2016, $269; 2017, $671; 2018, $0] [added: tax of $671] | [removed: 45] [added: (125] | | [added: )] | | [removed: (125] [added: —] | [removed: )] | | [removed: —] [added: —] | |

| [removed: Net earnings] [added: Net earnings] | [removed: 1,664] [added: 1,550] | | | | [removed: 1,550] [added: 2,224] | | | [removed: 2,224] [added: 2,328] | |

| Less: Noncontrolling interests in earnings of subsidiaries | [removed: 29] [added: 32] | | | | [removed: 32] [added: 21] | | | [removed: 21] [added: 22] | |

| [removed: Net] [added: Net] earnings common [removed: stockholders] [added: stockholders] | $ | [removed: 1,635] [added: 1,518] | | | [removed: 1,518] [added: 2,203] | | | [removed: 2,203] [added: 2,306] | |

| [removed: Earnings] [added: Earnings] common [removed: stockholders:] [added: stockholders:] | | | | | | | | | |

| Earnings from continuing operations | $ | [removed: 1,590] [added: 1,643] | | | [removed: 1,643] [added: 2,203] | | | [removed: 2,203] [added: 2,306] | |

| Discontinued operations, net of tax | [removed: 45] [added: (125] | | [added: )] | | [removed: (125] [added: —] | [removed: )] | | [removed: —] [added: —] | |

| [removed: Basic] [added: Basic] earnings per share common [removed: stockholders:] [added: stockholders:] | | | | | | | | | |

| Earnings from continuing operations | $ | [removed: 2.46] [added: 2.54] | | | [removed: 2.54] [added: 3.48] | | | [removed: 3.48] [added: 3.74] | |

| Discontinued operations | [removed: 0.07] [added: (0.19] | | [added: )] | | [removed: (0.19] [added: —] | [removed: )] | | [removed: —] [added: —] | |

| [removed: Basic] [added: Basic] earnings per common [removed: share] [added: share] | $ | [removed: 2.53] [added: 2.35] | | | [removed: 2.35] [added: 3.48] | | | [removed: 3.48] [added: 3.74] | |

| [removed: Diluted] [added: Diluted] earnings per share common [removed: stockholders:] [added: stockholders:] | | | | | | | | | |

| Earnings from continuing operations | $ | [removed: 2.45] [added: 2.54] | | | [removed: 2.54] [added: 3.46] | | | [removed: 3.46] [added: 3.71] | |

| [removed: Diluted] [added: Diluted] earnings per common [removed: share] [added: share] | $ | [removed: 2.52] [added: 2.35] | | | [removed: 2.35] [added: 3.46] | | | [removed: 3.46] [added: 3.71] | |

[removed: See] [added: *See] accompanying Notes to Consolidated Financial [removed: Statements.][added: Statements.*]

[removed: Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income][added: Income]

| | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | [removed: 2018] [added: 2019] | |

| [removed: Net earnings] [added: Net earnings] | | $ | [removed: 1,664] [added: 1,550] | | | [removed: 1,550] [added: 2,224] | | | [removed: 2,224] [added: 2,328] | |

| Foreign currency translation | | [removed: (188] [added: 441] | | [removed: )] | | [removed: 441] [added: (231] | [added: )] | | [removed: (231] [added: (194] | [removed: )] [added: )] |

| Pension and postretirement | | [removed: (210] [added: 500] | | [removed: )] | | [removed: 500] [added: 242] | | | [removed: 242] [added: (508] | [added: )] |

| Cash flow hedges | | [removed: 18] [added: 37] | | | | [removed: 37] [added: (7] | [added: )] | | [removed: (7] [added: (5] | [removed: )] [added: )] |

| Total other comprehensive income (loss) | | [removed: (380] [added: 978] | | [removed: )] | | [removed: 978] [added: 4] | | | [removed: 4] [added: (707] | [added: )] |

| [removed: Comprehensive income] [added: Comprehensive income] | | [removed: 1,284] [added: 2,528] | | | | [removed: 2,528] [added: 2,228] | | | [removed: 2,228] [added: 1,621] | |

| Less: Noncontrolling interests in comprehensive income of subsidiaries | | [removed: 31] [added: 30] | | | | [removed: 30] [added: 21] | | | [removed: 21] [added: 22] | |

| [removed: Comprehensive] [added: Comprehensive] income common [removed: stockholders] [added: stockholders] | | $ | [removed: 1,253] [added: 2,498] | | | [removed: 2,498] [added: 2,207] | | | [removed: 2,207] [added: 1,599] | |

[removed: Consolidated] [added: Consolidated] Balance [removed: Sheets][added: Sheets]

| | 2017 | | | | 2018 | | [added: | 2019 | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | |

| [removed: Current assets] [added: Current assets] | | | | | | |

| [removed: Cash] [added: Beginning cash] and equivalents | [removed: $] [added: 3,182] | [added: | | |] 3,062 | | | [removed: 1,093] [added: 1,093] | |

| Cost of sales | 8,833 | | | | 9,976 | | | 10,557 | |

| Other deductions, net | 324 | | | | 337 | | | 325 | |

| Discontinued operations | (0.19 | | ) | | — | | | — | |

EMERSON ELECTRIC CO. & SUBSIDIARIES

EMERSON ELECTRIC CO. & SUBSIDIARIES

| | 2018 | | | | 2019 | |

| Other current assets | 690 | | | | 780 | |

| | 22,882 | | | | 23,347 | |

| *See accompanying Notes to Consolidated Financial Statements.* | | | | | | |

EMERSON ELECTRIC CO. & SUBSIDIARIES

| Net earnings common stockholders | 1,518 | | | | 2,203 | | | 2,306 | |

*See accompanying Notes to Consolidated Financial Statements.*

EMERSON ELECTRIC CO. & SUBSIDIARIES

| Proceeds from long-term debt | — | | | | — | | | 1,691 | |

| Receivables | $ | (25 | ) | | (175 | ) | | 51 | |

*See accompanying Notes to Consolidated Financial Statements.*

EMERSON ELECTRIC CO. & SUBSIDIARIES

On October 1, 2018, the Company adopted ASC 606, *Revenue from Contracts with Customers*, which updated and consolidated revenue recognition guidance from multiple sources into a single, comprehensive standard to be applied for all contracts with customers.

The fundamental principle of the revised standard is to recognize revenue based on the transfer of goods and services to customers at the amount the Company expects to be entitled to in exchange for those goods and services.

The Company adopted the new standard using the modified retrospective approach and applied the guidance to open contracts which were not completed at the date of adoption.

The cumulative effect of adoption resulted in a $30 increase to beginning retained earnings as of October 1, 2018.

This increase primarily related to contracts where a portion of revenue for delivered goods or services was previously deferred due to contingent payment terms.

The adoption of ASC 606 did not materially impact the Company's consolidated financial statements as of and for the year ended September 30, 2019.

Amounts reported for the years ended September 30, 2018 and 2017 continue to be reported in accordance with the Company's historic accounting under ASC 605, *Revenue Recognition*.

In the first quarter of fiscal 2019, the Company adopted updates to ASC 715, *Compensation - Retirement Benefits*, which permit only the service cost component of net periodic pension and postretirement expense to be reported with compensation costs, while all other components are required to be reported separately in other deductions.

These updates were adopted retrospectively and resulted in the reclassification of $40 of income and $38 of expense in 2018 and 2017, respectively, from cost of sales and SG&A to other deductions, net.

Segment earnings were not impacted by the updates to ASC 715.

| | | 2018 | | | | 2019 | |

| | | 2018 | | | | 2019 | |

Provisions for warranty expense are estimated at the time of sale based on historical experience and adjusted quarterly for any known issues that may arise.

Emerson is a global manufacturer that combines technology and engineering to provide innovative solutions to its customers, largely in the form of tangible products.

The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer.

Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment.

The vast majority of the Company's revenues relate to a broad offering of manufactured products which are recognized at the point in time when control transfers, generally in accordance with shipping terms.

A portion of the Company's revenues relate to the sale of software and post-contract customer support, parts and labor for repairs, and engineering services.

In limited circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer.

Revenue is recognized over time for approximately 5 percent of the Company's revenues.

These contracts largely relate to projects in the Process Control Systems & Solutions product offering within the Automation Solutions segment where revenue is recognized using the percentage-of-completion method to reflect the transfer of control over time, while a small amount is attributable to long-term maintenance and service contracts where revenue is

typically recognized on a straight-line basis as the services are provided.

| | | | | | | | | | |

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

| Cost of sales | 8,260 | | | | 8,860 | | | 9,948 | |

| | 21,750 | | | | 22,882 | |

| Payments of short-term borrowings greater than three months | (1,174 | | ) | | (90 | ) | | — | |

| Receivables | $ | 162 | | | (25 | ) | | (189 | ) |

In the fourth quarter of 2017, the Company adopted updates to ASC 740, Income Taxes, which require noncurrent presentation of all deferred tax assets and liabilities on the balance sheet.

These updates were adopted on a prospective basis and resulted in the reclassification of current deferred tax assets and liabilities to noncurrent presentation.

In the first quarter of 2017, the Company adopted updates to ASC Subtopic 835-30, Interest-Imputation of Interest, which require presentation of debt issuance costs as a deduction from the related debt liability rather than within other assets.

These updates were adopted on a retrospective basis and did not materially impact the Company’s financial statements.

Provisions for warranty are determined primarily based on historical warranty cost as a percentage of sales or a fixed amount per unit sold based on failure rates, adjusted for specific problems that may arise.

The Company recognizes a large majority of its revenues through the sale of manufactured products and records the sale when products are shipped or delivered, title and risk of loss pass to the customer, and collection is reasonably assured.

Less than ten percent of the Company's revenues are recognized using the percentage-of-completion method as performance occurs, and revenue from software sales is recognized in accordance with ASC 985-605.

Management believes that all relevant criteria and conditions are considered when recognizing revenue.

Sales arrangements sometimes involve delivering multiple elements.

In these instances, the revenue assigned to each element is based on vendor-specific objective evidence, third-party evidence or a management estimate of the relative selling price.

Revenue is recognized for delivered elements if they have value to the customer on a stand-alone basis and performance related to the undelivered items is probable and substantially in the Company's control, or the undelivered elements are inconsequential or perfunctory and there are no unsatisfied contingencies related to payment.

The vast majority of these deliverables are tangible products, with a smaller portion attributable to installation, service or maintenance.

Currency fluctuations on non-U.S. dollar obligations that have been designated as hedges of non-U.S. dollar net asset exposures are reported in equity.

| | | | | |

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

| Inventory | | 196 | | |

| Goodwill | | 1,188 | | |

| Intangibles | | 1,012 | | |

The purchase price of the valves & controls business was allocated to assets and liabilities as follows.

| Accounts receivable | | $ | 349 | |

| Inventory | | 516 | | |

| Goodwill | | 1,476 | | |

| Intangibles | | 1,076 | | |

| Other assets | | 282 | | |

| Total assets | | 4,038 | | |

| Accounts payable | | 119 | | |

| Other current liabilities | | 306 | | |

| Deferred taxes and other liabilities | | 671 | | |

| Cash paid, net of cash acquired | | $ | 2,942 | |

Assets and liabilities for this business were classified as held-for-sale in the consolidated balance sheet at September 30, 2017 as follows: current assets, $73; other assets, $176; and accrued expenses and other liabilities, $61.

The Company acquired six businesses in 2016, four in Automation Solutions and two in Climate Technologies.

Total cash paid for these businesses was $132, net of cash acquired.

Annualized sales for these businesses were approximately $51 in 2016.

The results of operations for these businesses were reported within discontinued operations and the assets and liabilities were reflected as held-for-sale for periods presented until disposal.

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 [removed: 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: 2018] [added: 2019] 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: 2018,] [added: 2019,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

officers, as appropriate to allow timely decisions regarding required disclosure.

In the first quarter of fiscal 2019, the Company successfully completed upgrades to its Oracle enterprise resource planning system across a majority of its businesses.

[removed: PART III][added: PART III]

Information regarding nominees and directors appearing under "Proxy Item No. 1: Election of Directors" in the Emerson Electric Co. Notice of Annual Meeting of Shareholders and Proxy Statement for the February [removed: 2019] [added: 2020] annual shareholders' meeting (the [removed: "2019] [added: "2020] Proxy Statement") is hereby incorporated by reference.

[added: Information regarding] executive officers is set forth in Part I of this report.

Information appearing under [removed: "Section] [added: "Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance"] [added: Reports"] in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

Information regarding the Audit Committee and Audit Committee Financial Expert appearing under "Board and Committee Operations - Board and Corporate Governance - Committees of Our Board of Directors," "Board and Committee Operations - Corporate Governance and Nominating Committee - Nomination Process" and "- Proxy Access" in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

Information regarding

Information appearing under “Executive Compensation" (including the information set forth under "Compensation Discussion and Analysis"), "Compensation Tables," "Board and Committee Operations—Corporate Governance and Nominating Committee—Director Compensation," "Board and Committee Operations—Compensation Committee" (including, but not limited to, the information set forth under "Role of Executive Officers and the Compensation [removed: Consultant", "Report of the Compensation Committee"] [added: Consultant," "Compensation Committee Report"] and "Compensation Committee Interlocks and Insider Participation") in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

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

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 "Ownership of Emerson Equity Securities" in the [removed: 2019] [added: 2020] 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: 2018:][added: 2019:]

| (1) | Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Shares included in column (a) assume the maximum payouts, where applicable, and are as follows: (i) [removed: 7,800,902] [added: 6,915,248] shares reserved for outstanding stock option awards, (ii) [removed: 2,261,700] [added: 1,811,605] shares reserved for performance share awards granted in [removed: 2018,] [added: 2019,] (iii) [removed: 2,375,313] [added: 2,125,954] shares reserved for performance share awards granted in [removed: 2017,] [added: 2018, (iv) 2,347,063 shares reserved for performance share awards granted in 2017 and (v) 582,263 shares reserved for outstanding restricted stock unit awards. 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.] |

Included in column (c) are shares remaining available for award under previously approved plans as follows: (i) [removed: 11,560,488] [added: 11,591,161] under the 2011 Stock Option Plan, (ii) [removed: 9,674,500] [added: 7,961,165] under the 2015 Incentive Shares Plan, (iii) [removed: 625,055] [added: 791,734] under the 2006 Incentive Shares Plan, and (iv) [removed: 159,965] [added: 139,635] under the Restricted Stock Plan for Non-Management Directors.

| Equity compensation plans approved by security holders (1) | | 13,782,133 | | | | $57.23 | | | | 20,483,695 | |

| Total | | 13,782,133 | | | | $57.23 | | | | 20,483,695 | |

| Equity compensation plans approved by security holders (1) | | 14,980,377 | | | | $56.37 | | | | 22,020,008 | |

| Total | | 14,980,377 | | | | $56.37 | | | | 22,020,008 | |

(iv) 2,155,963 shares reserved for performance share awards granted in 2016 and (v) 386,499 shares reserved for outstanding restricted stock unit awards.

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.

Information appearing under “Board and Committee Operations—Board and Corporate Governance—Review, Approval or Ratification of Transactions with Related Persons," "—Certain Business Relationships and Related Party Transactions" and "—Director Independence" in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2019] [added: 2020] Proxy Statement is hereby incorporated by reference.

[removed: PART IV][added: PART IV]

| 4(a) | [Indenture dated as of December 10, 1998, between Emerson Electric Co. and [added: Wells Fargo Bank, National Association, as successor trustee to] The Bank of New [removed: York, Trustee](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt),] [added: York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as trustee](http://www.sec.gov/Archives/edgar/data/32604/0000032604-98-000016.txt),] incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 4(b). |

| 10(a)* | [Third Amendment to the Emerson Electric Co. 1993 Incentive Shares Plan, as restated](http://www.sec.gov/Archives/edgar/data/32604/0000032604-96-000015.txt), incorporated by reference to Emerson Electric Co. 1996 Form 10-K, File No. 1-278, Exhibit 10(g), [added: and [Fourth Amendment thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260401500032/ex10d.htm), incorporated by reference to Emerson Electric Co. 2001 Form] |

[removed: and [Fourth Amendment thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260401500032/ex10d.htm),] [added: | 4(c) | [Description of Capital Stock](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit991fy17.htm)] incorporated by reference to Emerson Electric Co. [removed: 2001] [added: 2017] Form 10-K, File No. 1-278, Exhibit [removed: 10(d).][added: 99.1. |]

[removed: | 10(d)* | [First Amendment to the Emerson Electric Co. Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260499000014/0000032604-99-000014.txt), incorporated by reference to Emerson Electric Co. 1999 Form 10-K, File No. 1-278, Exhibit 10(h),] and [Form of Change of Control Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-9.htm), incorporated by reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as of December 31, 2004). [removed: |]

| 10(r)* | [2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000095012310112771/c61168dfdef14a.htm), incorporated by reference to Emerson Electric Co. 2011 Proxy Statement dated December 10, 2010, File No. 1-278, Appendix B, 2011 [Stock Option Plan as Amended and Restated effective October 1, 2012](http://www.sec.gov/Archives/edgar/data/32604/000003260412000012/exhibit10rfy12.htm), incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(r), [Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. [added: 1-278, Exhibit 10.1 and [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.2.] |

[removed: 1-278, Exhibit 10.1 and [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260412000006/exhibit10-2.htm),] [added: | 10(u)* | [Emerson Electric Co. Savings Investment Restoration Plan II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm),] incorporated by reference to [added: the] Emerson Electric Co. Form 10-Q for the quarter ended [removed: March 31, 2012,] [added: June 30, 2018,] File No. 1-278, Exhibit [removed: 10.2.][added: filed 10.1. |]

| 10(s)* | [Emerson Electric Co. 2015 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260414000052/emersonproxystatement2015a.htm#s499493357b434e7aaeb3614bfefa2de8), incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, [Forms of Performance Shares Award Certificate and Acceptance of [removed: Award,] [added: Award (used on or prior to November 5, 2018),] Performance Shares Program Award Summary [added: (used on or prior to November 5, 2018)] and Form of Restricted Shares Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm),] [added: Agreement (used on or prior to November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm),] incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit [removed: 10(u).] [added: 10(u), [Form of Restricted Shares Award Agreement (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit101.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.1, [Form of Restricted Stock](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm)] |

| [removed: 10(t)*] [added: 10(v)*] | [Letter Agreement effective as of [removed: January 15, 2014] [added: October 2, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518294665/d634197dex101.htm), by and] between Emerson Electric Co. and [removed: Edgar M. Purvis](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10v.htm),] [added: Edward L. Monser,] incorporated by reference to [added: the] Emerson Electric Co. [removed: 2015] Form [removed: 10-K,] [added: 8-K filed October 5, 2018,] File No. 1-278, Exhibit [removed: 10(v).] [added: filed 10.1.] |

[removed: | 10(u)* | [Letter Agreement dated December 7, 2015] [added: [Units Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm), incorporated] by [removed: and between] [added: reference to] Emerson Electric Co. [added: Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2] and [removed: Charles A. Peters](http://www.sec.gov/Archives/edgar/data/32604/000003260416000062/q1fy16exhibit101.htm),] [added: [Form of Performance Share Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm),] incorporated by reference to Emerson Electric Co. [removed: form] [added: Form] 10-Q for the quarter ended December 31, [removed: 2015,] [added: 2018,] Exhibit [removed: 10.1. |][added: 10.3.]

| [removed: 10(v)*] [added: 10(t)] | [removed: [Letter] [added: [Transaction] Agreement [removed: effective] [added: dated] as of [removed: January 15, 2014 between] [added: July 29, 2016 among] Emerson Electric [removed: Co.] [added: Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC] and [removed: Steven J. Pelch](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10v.htm),] [added: Cortes NP JV Holdings, LLC](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10w.htm),] incorporated by reference to Emerson Electric Co. 2016 Form 10-K, File No. 1-278, Exhibit [removed: 10(v).] [added: 10(w).] |

| [removed: 10(x)] [added: 10(d)*] | [removed: [Share Purchase Agreement by and between] [added: [First Amendment to the] Emerson Electric Co. [removed: and Pentair plc dated August 18, 2016](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10x.htm),] [added: Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/32604/000003260499000014/0000032604-99-000014.txt),] incorporated by reference to Emerson Electric Co. [removed: 2016] [added: 1999] Form 10-K, File No. 1-278, Exhibit [removed: 10(x).] [added: 10(h),] |

| 21 | [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260418000044/exhibit21fy18.htm)] [added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit21fy19.htm)] |

| 23 | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260418000044/exhibit23fy18.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit23fy19.htm)] |

| 24 | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260418000044/exhibit24fy18.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit24fy19.htm)] |

| 31 | [Certifications pursuant to Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260418000044/exhibit31fy18.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit31fy19.htm)] |

| 32 | [Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260418000044/exhibit32fy18.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit32fy19.htm)] |

| 101 | Attached as Exhibit 101 to this report are the following documents formatted in [removed: XBRL (Extensible] [added: iXBRL (Inline Extensible] Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended [added: September 30, 2017, 2018 and 2019, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2017, 2018, and 2019 (iii) Consolidated Balance Sheets at September 30, 2018 and 2019, (iv) Consolidated Statements of Equity for the years ended September 30, 2017, 2018 and 2019, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2017, 2018 and 2019, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2019.] |

[removed: SIGNATURES][added: SIGNATURES]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November [removed: 19, 2018,] [added: 18, 2019,] by the following persons on behalf of the registrant and in the capacities indicated.

| 4(b) | [Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric Co., Wells Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee](http://www.sec.gov/Archives/edgar/data/32604/000119312519150542/d749834dex44.htm), incorporated by reference to the Company's Form 8-K dated May 15, 2019, filed on May 17, 2019, File No. 1-278, Exhibit 4.4. |

| 4(d) | [Description of 0.375% Notes due 2024, 1.250% Notes due 2025 and 2.000% Notes due 2029](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm). |

10-K, File No. 1-278, Exhibit 10(d).

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

| | | November 18, 2019 | |

| M. A. Blinn | | |

| M. S. Craighead | | |

| | | |

| * | | Director |

| | | |

| * | | Director |

| | |

| --- | --- |

| 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](http://www.sec.gov/Archives/edgar/data/32604/000003260416000105/exhibit10w.htm), incorporated by reference to Emerson Electric Co. 2016 Form 10-K, File No. 1-278, Exhibit 10(w). |

| 10(y)* | [Letter Agreement, dated November 8, 2017](http://www.sec.gov/Archives/edgar/data/32604/000119312517342528/d479894dex101.htm), by and between Emerson Electric Co. and Edgar M. Purvis, incorporated by reference to the Emerson Electric Co. Form 8-K filed November 14, 2017, File No. 1-278, Exhibit filed 10.1. |

| 10(z)* | [Emerson Electric Co. Savings Investment Restoration Plan II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm), incorporated by reference to the Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2018, File No. 1-278, Exhibit filed 10.1. |

| 10(aa)* | [Letter Agreement effective as of October 2, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518294665/d634197dex101.htm), by and between Emerson Electric Co. and Edward L. Monser, incorporated by reference to the Emerson Electric Co. Form 8-K filed October 5, 2018, File No. 1-278, Exhibit filed 10.1. |

| 99.1 | [Description of Capital Stock](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit991fy17.htm) incorporated by reference to Emerson Electric Co. 2017 Form 10-K, File No. 1-278, Exhibit 99.1. |

September 30, 2016, 2017 and 2018, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2016, 2017, and 2018 (iii) Consolidated Balance Sheets at September 30, 2017 and 2018, (iv) Consolidated Statements of Equity for the years ended September 30, 2016, 2017 and 2018, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2016, 2017 and 2018, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2018.

| | | November 19, 2018 | |