filings.toolsEmerson Electric (EMR) 10-K risk factor changes: FY2020 vs FY2019
The 2020-09-30 10-K against the 2019-09-30 one, compared heading by heading and sentence by sentence.
Item 1A13 rewritten25 added4 removed77 unchanged
All filing items884 rewritten674 added330 removed799 unchanged
Summary
counted, not written
- Item 1A lists 16 risk factor headings: 1 new, 1 reworded and 14 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 674 added, 330 removed, 884 rewritten and 799 unchanged across 16 items that differ.
New Item 1A headings (1)
- The Coronavirus (COVID-19) Outbreak Has Adversely Impacted our Business and Could in the Future Have a Material Adverse Impact on our Business, Results of Operation, Financial Condition and Liquidity, the Nature and Extent of Which is Highly Uncertain
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Security
[removed: Breaches][added: and/or Data Privacy Breaches,] or Disruptions of Our Information Technology Systems Could Adversely Affect Our Business
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
13 rewritten, 25 added, 4 removed, 77 unchanged
We may amend or supplement the risk factors [removed: described] [added: set forth] below from time to time by other reports we file with the SEC.
[removed: Competitive pressures] could adversely affect prices or customer demand for our products, impacting our sales or profit margins, and/or resulting in a loss of market share.
In [removed: 2019] [added: 2020] and in past years, we have made various [removed: acquisitions, including the valves & controls business in 2017,] [added: acquisitions] and entered into joint venture arrangements intended to complement or expand our business, and may continue to do so in the future.
However, the supply of materials or other items could be disrupted by natural [removed: disasters] [added: disasters, a health epidemic] or [added: pandemic, or] other events.
Emerging market sales represent over one-third of total sales and serving a global customer base requires that we place more materials sourcing and production in [removed: emerging markets to capitalize on market opportunities and maintain our best-cost position.]
Our and our suppliers’ international production facilities and operations could be disrupted by a natural disaster, labor strife, war, political unrest, terrorist activity or public health [removed: concerns,] [added: concerns such as an epidemic or pandemic,] particularly in emerging countries that are not well-equipped to handle such occurrences.
In the past, our operations have been exposed to significant volatility due to changes in general economic [removed: conditions,] [added: conditions or consumer preferences,] recessions or adverse conditions in the end markets we serve.
In the future, similar changes could adversely impact overall sales, operating results [added: (including potential impairment charges for goodwill or other long-lived assets)] and cash flows.
Moreover, during economic downturns we may undertake more extensive restructuring [removed: actions] [added: actions, including workforce reductions, global facility consolidations, centralization of certain business support activities,] and [added: other cost reduction initiatives, and] incur higher costs.
For example, on December 22, 2017, the U.S. government enacted tax reform, the Tax Cuts and Jobs Act (the [removed: “Act”),] [added: “Tax Act”),] which made comprehensive changes to U.S. federal income tax laws by moving from a global to a modified territorial tax regime.
The changes made by the [added: Tax] Act are broad and complex.
*Security [removed: Breaches] [added: and/or Data Privacy Breaches,] or Disruptions of Our Information Technology Systems Could Adversely Affect Our Business*
It is possible for such vulnerabilities to remain undetected for an extended [added: period.]
You should carefully consider, among other matters, the factors set forth below and the other information in this report.
The Company’s risk factors set forth below are not the only risks facing the Company.
Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition or operating results.
Business and Operational Risks
Competitive pressures
emerging markets to capitalize on market opportunities and maintain our best-cost position.
In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S. and elsewhere.
Compliance with privacy and localization laws and regulations increases operational complexity.
Failure to comply with these regulatory standards could subject us to fines and penalties, as well as legal and reputational risks, including proceedings against the Company by governmental entities or others.
Industry and General Economic Risks
*The Coronavirus (COVID-19) Outbreak Has Adversely Impacted our Business and Could in the Future Have a Material Adverse Impact on our Business, Results of Operation, Financial Condition and Liquidity, the Nature and Extent of Which is Highly Uncertain*
The global outbreak of the coronavirus (COVID-19) has significantly increased economic, demand and operational uncertainty.
We have global operations, customers and suppliers, including in countries most impacted by COVID-19.
Authorities around the world have taken a variety of measures to slow the spread of COVID-19, including travel bans or restrictions, increased border controls or closures, quarantines, shelter-in-place orders and business shutdowns and such authorities may impose additional restrictions.
We have also taken actions to protect our employees and to mitigate the spread of COVID-19, including embracing guidelines set by the World Health Organization and the Centers for Disease Control and Prevention on social distancing, good hygiene, restrictions on employee travel and in-person meetings, and changes to employee work arrangements including remote work arrangements where appropriate.
The actions taken around the world to slow the spread of COVID-19 have also impacted our customers and suppliers, and future developments could cause further disruptions to Emerson due to the interconnected nature of our business relationships.
The impact of COVID-19 on the global economy and our customers, as well as volatility in commodity markets (including oil prices), has negatively impacted demand for our products and could continue to do so in the future.
Its effects could also result in further disruptions to our manufacturing operations, including higher rates of employee absenteeism, and supply chain, which could continue to negatively impact our ability to meet customer demand.
Additionally, the potential deterioration and volatility of credit and financial markets could limit our ability to obtain external financing.
The extent to which COVID-19 will impact our business, results of operations, financial condition or liquidity is highly uncertain and will depend on future developments, including the spread and duration of the virus, potential actions taken by governmental authorities, and how quickly economic conditions stabilize and recover.
As these plans and actions can be complex, the anticipated operational improvements, efficiencies and other benefits might be delayed or not realized.
Legal and Regulatory Risks
In addition, increased public awareness and concern regarding global climate change may result in more international, federal, and/or state or other stakeholder requirements or expectations that could result in more restrictive or expansive standards, such as stricter limits on greenhouse gas emissions or more prescriptive reporting of environmental, social, and governance metrics.
There continues to be a lack of consistent climate change legislation and standards, which creates economic and regulatory uncertainty.
While the Company has adopted certain voluntary targets, environmental laws, regulations or standards may be changed, accelerated or adopted and impose significant operational restrictions and compliance requirements upon the Company, its products or customers, which could negatively impact the Company’s business, capital expenditures, results of operations, financial condition and competitive position.
If our restructuring actions are not sufficiently effective, we may not be able to achieve our anticipated operating results.
In addition, these factors could lead to impairment charges for goodwill or other long-lived assets.
Additionally, the Company collects and stores certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws and regulations, which are potentially conflicting, and customer-imposed controls.
period, up to and including several years.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
192 rewritten, 152 added, 83 removed, 164 unchanged
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 [added: 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.]
For example, non-GAAP measures may exclude the impact of certain items such as our strategic repositioning actions, [removed: other] acquisitions or divestitures, U.S. tax reform, 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, restructuring costs, impacts of the strategic portfolio repositioning actions and other acquisitions or divestitures, impacts of U.S. tax [removed: reform,] [added: reform] or other [added: discrete taxes, 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 the financial statements for each of the years in the three-year period ended September 30, [removed: 2019] [added: 2020] have been prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances.
In meeting its responsibility for the reliability of the financial statements, management relies on a system of internal accounting [removed: control.][added: controls.]
Based on this evaluation, management has concluded that internal control over financial reporting was effective as of September 30, [removed: 2019.][added: 2020.]
| /s/ David N. Farr | | [added: | | | |] /s/ Frank J. Dellaquila | | [added: | | | |]
| David N. Farr | | [added: | | | |] Frank J. Dellaquila | | [added: | | | |]
| *Chairman of the Board* | | [added: | | | |] *Senior Executive Vice President* | | [added: | | | |]
| *and Chief Executive Officer* | | [added: | | | |] *and Chief Financial Officer* | | [added: | | | |]
(Dollars in [added: Item 7 are in] millions, except per share [removed: amounts)][added: amounts or where noted)]
| | [removed: 2017] | | [added: 2018] | | [removed: 2018] | | | [removed: 2019] | [added: 2019] | | [removed: 18] [added: | | | | 2020 | | | | | | 19] vs. [removed: 17] [added: 18] | | | [removed: 19] [added: | | | 20] vs. [removed: 18] [added: 19] | | [added: |]
| Net sales | [added: | |] $ | [removed: 15,264] [added: 17,408] | | | [removed: 17,408] | | [added: 18,372] | [removed: 18,372] | | | [removed: 14] | [added: | 16,785 | | | | | | 6 | |] % | | [removed: 6] | [added: | (9) | |] % |
| Gross profit | [added: | |] $ | [removed: 6,431] [added: 7,432] | | | [removed: 7,432] | | [added: 7,815] | [removed: 7,815] | | | [removed: 16] | [added: | 7,009 | | | | | | 5 | |] % | | [removed: 5] | [added: | (10) | |] % |
| *Percent of sales* | [removed: *42.1*] | | [added: *42.7* | |] *%* | | [removed: *42.7*] | [added: | *42.5* | |] *%* | | [removed: 42.5] | [added: | 41.8 | |] % | | | | | | | [added: | | | | | |]
| SG&A | [added: | |] $ | [removed: 3,607] [added: 4,269] | | | [removed: 4,269] | | [added: 4,457] | [removed: 4,457] | | | | | [added: 3,986] | | | [added: | | | | | | | | | | | |]
| *Percent of sales* | [removed: *23.6*] | | [added: *24.5* | |] *%* | | [removed: *24.5*] | [added: | *24.2* | |] *%* | | [removed: 24.2] | [added: | 23.8 | |] % | | | | | | | [added: | | | | | |]
| Other deductions, net | [added: | |] $ | [removed: 324] [added: 337] | | | [removed: 337] | | [added: 325] | [removed: 325] | | | | | [added: 532] | | | [added: | | | | | | | | | | | |]
| Interest expense, net | [added: | |] $ | [removed: 165] [added: 159] | | | [removed: 159] | | [added: 174] | [removed: 174] | | | | | [added: 156] | | | [added: | | | | | | | | | | | |]
| [added: Earnings] before income taxes | [added: | |] $ | [removed: 2,335] [added: 2,667] | | | [removed: 2,667] | | [added: 2,859] | [removed: 2,859] | | | [removed: 14] | [added: | 2,335 | | | | | | 7 | |] % | | [removed: 7] | [added: | (18) | |] % |
| *Percent of sales* | [added: | |] *15.3* | | *%* | | [removed: *15.3*] | [added: | *15.6* | |] *%* | | [removed: 15.6] | [added: | 13.9 | |] % | | | | | | | [added: | | | | | |]
| [added: Net earnings] common stockholders | [added: | |] $ | [removed: 1,643] [added: 2,203] | | | [removed: 2,203] | | [added: 2,306] | [removed: 2,306] | | | [removed: 34] | [added: | 1,965 | | | | | | 5 | |] % | | [removed: 5] | [added: | (15) | |] % |
| *Percent of sales* | [removed: *10.8*] | | [added: *12.7* | |] *%* | | [removed: *12.7*] | [added: | *12.6* | |] *%* | | [removed: 12.6] | [added: | 11.7 | |] % | | | | | | | [added: | | | | | |]
| Diluted EPS [removed: – Earnings from continuing operations] | [added: | |] $ | [removed: 2.54] [added: 3.46] | | | [removed: 3.46] | | [added: 3.71] | [removed: 3.71] | | | [removed: 36] | [added: | 3.24 | | | | | | 7 | |] % | | [removed: 7] | [added: | (13) | |] % |
| Return on common stockholders' equity | [removed: 18.6] | | [added: 24.9 | |] % | | [removed: 24.9] | [added: | 26.8 | |] % | | [removed: 26.8] | [added: | 23.6 | |] % | | | | | | | [added: | | | | | |]
| Return on total capital | [removed: 15.3] | | [added: 20.6 | |] % | | [removed: 20.6] | [added: | 19.5 | |] % | | [removed: 19.5] | [added: | 16.8 | |] % | | | | | | | [added: | | | | | |]
Underlying sales, which exclude [removed: acquisitions and a negative impact from] foreign currency [removed: translation of 2 percent, were up 3] [added: translation, acquisitions and divestitures, decreased 8] percent [removed: compared with the prior year.][added: ($1.4 billion) on lower volume.]
[removed: Diluted] [added: Net] earnings [added: attributable to common stockholders in 2019 were $2,306, up 5 percent compared with 2018, and diluted earnings] per share were $3.71, up 7 [removed: percent versus $3.46 per share in 2018,] [added: percent,] due to modest sales growth and lower corporate expenses.
Sales increased $761 [removed: million] in Automation Solutions and $187 [removed: million] in Commercial & Residential Solutions.
Underlying [removed: sales, which exclude foreign currency translation, acquisitions and divestitures,] [added: sales] increased 3 percent [removed: ($526 million)] [added: ($526)] on higher volume and slightly higher price.
Acquisitions added 5 percent [removed: ($759 million)] [added: ($759)] while foreign currency translation subtracted 2 percent [removed: ($321 million).][added: ($321).]
Net sales for [removed: 2018] [added: 2020] were [removed: $17.4] [added: $16.8] billion, [removed: an increase] [added: a decrease] of [removed: $2.1] [added: $1.6] billion, or [removed: 14] [added: 9] percent compared with [removed: 2017.][added: 2019.]
Sales [removed: increased $2.0 billion] [added: decreased $1,047] in Automation Solutions and [removed: $125 million] [added: $526] in Commercial & Residential Solutions.
Underlying sales [removed: increased 9] [added: decreased 11] percent in the U.S. and [removed: 7] [added: 5] percent internationally.
Emerson is a global business with international sales representing [removed: 54] [added: 56] percent of total [removed: sales,] [added: sales in 2020,] including U.S. exports.
Underlying sales [removed: increased 3] [added: decreased 4] percent in Europe, [removed: 2] [added: 4] percent in Asia, Middle East & Africa (China [removed: up 3] [added: down 5] percent), [removed: 17] [added: 7] percent in Latin America and [removed: 4] [added: 11] percent in Canada.
International destination sales, including U.S. exports, [removed: increased 18] [added: decreased 6] percent, to [removed: $9.5] [added: $9.4] billion in [removed: 2018,] [added: 2020,] reflecting [removed: increases] [added: decreases] in both the Automation Solutions and Commercial & Residential Solutions businesses.
Underlying international destination sales were [removed: up 7] [added: down 5] percent, as foreign currency translation had a [removed: 2 percent favorable impact, while acquisitions, net of the divestiture of the residential storage business, had a 9] [added: 1] percent [removed: favorable] [added: unfavorable] impact on the comparison.
Underlying sales increased [removed: 2] [added: 3] percent in Europe, [removed: 9] [added: 2] percent in Asia, Middle East & Africa (China [removed: up 17 percent), 4 percent in Latin America and 12 percent in Canada.]
Origin sales by international subsidiaries, including shipments to the U.S., totaled $8.5 billion in [removed: 2018, up 19] [added: 2020, down 5] percent compared with [removed: 2017, primarily reflecting acquisitions.][added: 2019.]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| *Amortization of intangibles* | | | *$* | *211* | | | | | *238* | | | | | | 239 | | | | | | | | | | | | | | |
| *Restructuring costs* | | | *$* | *65* | | | | | *95* | | | | | | 284 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
COVID-19 UPDATE
Emerson's business, operations and end markets were negatively impacted in 2020 by the global outbreak and rapid spread of the coronavirus (COVID-19).
As the situation rapidly evolved, the Company's leadership and global operations remained focused on safely serving our customers and protecting the health and safety of our employees.
In response to the pandemic, the Company took actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect its workforce so they could more safely and effectively perform their work.
The Company embraced guidelines set by these organizations, including social distancing, good hygiene, restrictions on employee travel and in-person meetings, and changes to employee work arrangements including remote work arrangements where appropriate.
The outbreak began in the Company's second fiscal quarter and resulted in a rapid decline in demand which impacted most of the Company's end markets and geographies in the second half of the year, particularly in North America.
Overall, sales declined 9 percent compared with the prior year, consistent with management's guidance provided in April 2020.
Demand has begun to return in the Commercial & Residential Solutions business and stabilize in the Automation Solutions business.
In response to COVID-19, the Company increased its restructuring and cost reset actions that began in the third quarter of fiscal 2019.
These incremental efforts and prior actions resulted in fiscal 2020 savings of approximately $220 and supported the Company's profitability despite the headwind from lower sales.
The Company also benefited in the second half of the year from a salary and hiring freeze, furloughs, compensation reductions for the Board of Directors and key executives across Emerson, and curtailed travel, meetings and discretionary spending.
Overall, selling, general and administrative expenses as a percent of sales decreased 0.9 percentage points in the second half of the year despite the negative impact from deleverage on lower sales, and the restructuring initiatives are expected to yield improved operating margins as sales volumes recover.
The Company also increased its cash holdings to support liquidity in response to the potential effects of COVID-19.
In April 2020, the Company issued $1.5 billion of long-term debt at a weighted-average rate of approximately 2.15% to further manage its liquidity and balance sheet, and in September 2020, issued an additional $750 of long-term debt at 0.875%, a portion of which was used to fund the acquisition of Open Systems International, Inc., which closed on October 1, 2020.
The Company also took actions to conservatively manage its cash through reductions in planned capital expenditures for fiscal 2020 and by suspending its share repurchases in the third quarter.
The Company's long-term debt ratings, which are A2 by Moody's Investors Service and A by Standard and Poor's, remain unchanged.
Management's actions to adjust to the lower demand caused by COVID-19 supported the Company's commitment to its dividend plan and on November 3, 2020, it approved an increase to its dividend for the 65th consecutive year.
See "Outlook" and Item 1A - "Risk Factors" for additional discussion of the impacts of COVID-19 and the Company's response.
Overall, sales for 2020 were $16.8 billion, down 9 percent compared with the prior year, and were adversely impacted by foreign currency translation which deducted 1 percent.
During the year, the Company took restructuring and other actions to protect its operating results from the deleverage caused by lower sales.
Net earnings common stockholders were $1,965 in 2020, down 15 percent compared with prior year earnings of $2,306, and diluted earnings per share were $3.24, down 13 percent versus $3.71 per share in 2019, largely due to higher restructuring charges related to the Company's initiatives to improve operating margins.
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.
| | | | |
| --- | --- | --- | --- |
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Earnings from continuing operations | | | | | | | | | | | | | | | |
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.
Net earnings common stockholders were $2.3 billion in 2019, up 5 percent compared with prior year earnings of $2.2 billion.
The Company generated operating cash flow of $3.0 billion in 2019, an increase of $114 million, or 4 percent.
Underlying sales increased 8 percent ($1.1 billion) on higher volume.
Acquisitions, net of the divestiture of the residential storage business, added 5 percent ($819 million) and foreign currency translation added 1 percent ($181 million).
U.S. exports of $1.1 billion were up 19 percent compared with 2017, reflecting increases in both Automation Solutions and Commercial & Residential Solutions which benefited from acquisitions.
This business had sales of $298 million and pretax earnings of $15 million in 2017, and was previously reported within the Tools & Home Products segment.
On April 28, 2017, the Company completed the acquisition of Pentair's valves & controls business for $2.96 billion, net of cash acquired of $207 million, subject to certain post-closing adjustments.
This business, with annualized sales of approximately $1.4 billion, is a manufacturer of control, isolation and pressure relief valves and actuators, and complements the Valves, Actuators & Regulators product offering within Automation Solutions.
The Company also acquired two smaller businesses in the Automation Solutions segment.
Total cash paid for all businesses in 2017 was $3.0 billion, net of cash acquired.
See information under “Discontinued Operations” for a discussion of the Company’s divestitures related to its portfolio repositioning actions.
Cost of sales for 2018 were $10.0 billion, an increase of $1.1 billion compared with $8.8 billion in 2017.
The increase is primarily due to acquisitions, higher volume and the impact of foreign currency translation.
Gross profit was $7.4 billion in 2018 compared with $6.4 billion in 2017.
Gross margin increased 0.6 percentage points to 42.7 percent reflecting leverage on higher volume and savings from cost reduction actions, partially offset by the impact of acquisitions.
Gross margin was 42.1 percent in 2017.
SG&A expenses of $4.3 billion in 2018 increased $662 million compared with 2017, due to acquisitions and an increase in volume.
SG&A as a percent of sales of 24.5 percent increased 0.9 percentage points due to higher incentive stock compensation of $106 million, reflecting an increase in the Company's stock price and progress toward achieving its performance objectives, the impact of acquisitions, and higher investment spending in Automation Solutions, partially offset by leverage on higher volume.
The increase primarily reflects higher intangibles amortization of $75 million due to acquisitions and higher acquisition/divestiture costs of $18 million, partially offset by lower pension and restructuring expenses of $78 million and $13 million, respectively.
Pretax earnings of $2.7 billion increased $332 million in 2018, up 14 percent compared with 2017.
Earnings increased $364 million in Automation Solutions and decreased $6 million in Commercial & Residential Solutions, while costs reported at corporate increased $32 million.
Net earnings attributable to common stockholders in 2018 were $2.2 billion, up 45 percent compared with 2017, and diluted earnings per share were $3.46, up 47 percent.
Earnings per share for 2018 included the net tax benefit due to impacts of the Act of $0.30 per share.
Results also included an $0.18 per share benefit from the lower tax rate on 2018 earnings, partially offset by a $0.04 per share loss on the residential storage business.
The 2017 results included a net loss from discontinued operations of $125 million which benefited net earnings and earnings per share comparisons 11 percentage points.
Discontinued operations included the network power systems business, which was sold on November 30, 2016 for $4.0 billion in cash, and the power generation, motors and drives business, which was sold on January 31, 2017 for approximately $1.2 billion.
The impacts of U.S. tax reform discussed above benefited the 2018 return on common stockholders' equity and return on total capital, while the acquisition of the valves & controls business and discontinued operations reduced the 2017 returns.
In connection with the strategic portfolio repositioning actions completed in fiscal 2017, the Company began reporting three segments: Automation Solutions; and Climate Technologies and Tools & Home Products, which together comprise the Commercial & Residential Solutions business.
See Note 18.
2018 vs. 2017 - Automation Solutions reported sales of $11.4 billion in 2018, an increase of $2.0 billion or 21 percent.
Underlying sales increased 10 percent ($922 million) on higher volume.
Sales for Measurement & Analytical Instrumentation increased $534 million, or 17 percent, and Process Control Systems & Solutions increased $121 million, or 6 percent, due to increased spending by global oil and gas customers, strong MRO demand and growth of small and mid-sized projects focused on facility expansion and optimization.
The acquisition of Paradigm ($113 million) also supported Measurement & Analytical Instrumentation sales.
An excerpt. Shown here: 40 of 192 rewritten, 40 of 152 added and 40 of 83 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 1. BUSINESS
27 rewritten, 44 added, 26 removed, 125 unchanged
Emerson (“the Company”) [removed: was incorporated in Missouri in 1890, and has evolved through internal growth and strategic acquisitions and divestitures from a regional manufacturer of electric motors and fans into] [added: is] a global leader that [removed: brings] [added: designs and manufactures products and delivers services that bring] technology and engineering together to provide innovative solutions for customers in a wide range of industrial, commercial and consumer markets around the world.
Sales by geographic destination in [removed: 2019] [added: 2020] were: the Americas, [removed: 55] [added: 53] percent; Europe, [removed: 17] [added: 18] percent; and Asia, Middle East & Africa, [removed: 28 percent.][added: 29 percent (China, 11 percent).]
[removed: In fiscal 2017, the] [added: The] Company [removed: began reporting] [added: reports] three segments: Automation Solutions; and Climate Technologies and Tools & Home Products, which together comprise the Commercial & Residential Solutions business.
[removed: | • |] [added: -] 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 software and systems. [removed: |]
[removed: | • |] [added: -] Commercial & Residential Solutions - provides products and solutions that promote energy efficiency, enhance household and commercial comfort, and protect food quality and sustainability through heating, air conditioning and refrigeration technology, as well as a broad range of tools and appliance solutions. [removed: |]
In 2018, the Company [removed: continued to expand the] [added: expanded its] product offerings within its two businesses.
Information with respect to acquisition and divestiture [removed: activity, including the discontinued businesses,] [added: activity] is set forth in Note 4.
[removed: Significant markets served include] oil and gas, refining, [removed: chemicals and] [added: chemicals,] power generation, [removed: as well as pharmaceuticals,] [added: life sciences,] food and beverage, automotive, pulp and paper, metals and mining, and municipal water supplies.
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 [added: management, training, maintenance, and troubleshooting expertise to aid in process optimization.]
Sales by geographic destination in [removed: 2019] [added: 2020] for Automation Solutions were: the Americas, [removed: 48] [added: 45] percent; Europe, [removed: 20] [added: 21] percent; and Asia, Middle East & Africa, [removed: 32 percent.][added: 34 percent (China, 12 percent).]
This technology [removed: creates] [added: helped create] a more comprehensive digital portfolio from exploration to [removed: production and enables] [added: production, enabling] Emerson to help oil and gas operators increase efficiency and reduce costs.
[removed: The Company also supplies a line of industrial and residential regulators,] whose function is to reduce the pressure of fluids moving from high-pressure supply lines into lower pressure systems, and also manufactures tank and terminal safety equipment, including hatches, vent pressure and vacuum relief valves, and flame arrestors for storage tanks in the oil and gas, petrochemical, refining and other process industries.
This acquisition significantly [removed: expands] [added: expanded] Emerson’s fluid automation technologies for process and industrial applications.
The principal worldwide distribution channel for Automation Solutions is a direct sales force, [removed: although] [added: while] a network of independent sales representatives, and to a lesser extent independent distributors purchasing products for resale, are also utilized.
The [removed: Commercial & Residential Solutions business consists of the] Climate Technologies [removed: and Tools & Home Products segments, and] [added: segment] provides products and solutions that promote energy efficiency, enhance household and commercial comfort, and protect food quality and sustainability through heating, air conditioning and refrigeration [removed: technology, as well as a broad range of tools and appliance solutions.][added: technology.]
Sales by geographic destination in [removed: 2019] [added: 2020] for Commercial & Residential Solutions were: the Americas, 69 percent; Europe, 12 percent; and Asia, Middle East & Africa, 19 [removed: percent.][added: percent (China, 9 percent).]
Sales by geographic destination in [removed: 2019] [added: 2020] for Climate Technologies were: the Americas, 65 percent; Europe, [removed: 10] [added: 11] percent; and Asia, Middle East & Africa, [removed: 25 percent.][added: 24 percent (China, 11 percent).]
Sales by geographic destination in [removed: 2019] [added: 2020] for this segment were: the Americas, 79 percent; Europe, 15 percent; and Asia, Middle East & Africa, 6 percent.
Approximately one-fourth of this segment's sales are made to a small number of [removed: big box] [added: big-box] retail outlets.
The Company’s estimated consolidated order backlog was [removed: $5.1] [added: $5.3] billion and [removed: $5.0] [added: $5.1] billion at September 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
Backlog by business at September 30, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] follows (dollars in [removed: millions).][added: millions):]
| Automation Solutions | [added: | |] $ | [removed: 4,473] [added: 4,594] | | | [removed: 4,594] | | [added: 4,689 | | |]
| Commercial & Residential Solutions | [removed: 493] | | [added: 467] | | [removed: 467] | | [added: | | 624 | | |]
| Total Backlog | [added: | |] $ | [removed: 4,966] [added: 5,061] | | | [removed: 5,061] | | [added: 5,313 | | |]
[removed: The Company's] [added: Our] manufacturing locations generate waste, of which treatment, storage, transportation and disposal are subject to U.S. federal, state, foreign and/or local laws and regulations relating to protection of the environment.
The Company and its subsidiaries had approximately [removed: 88,000] [added: 83,500] employees at September 30, [removed: 2019.][added: 2020.]
Emerson's reports on Forms 10-K, 10-Q, 8-K and all amendments to those [removed: reports] [added: reports, as well as proxy statements,] are available without charge through the Company’s website on the internet as soon as reasonably practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
Our purpose is to drive innovation that makes the world healthier, safer, smarter and more sustainable.
The Company sells products and solutions that support customers in a variety of different end markets.
Overall, sales by end market were as follows: oil and gas, 19 percent (upstream, 12 percent; midstream, 7 percent); residential, 15 percent; chemical, 11 percent; power, 10 percent; commercial, 9 percent; discrete and industrial, 9 percent; cold chain/refrigeration, 8 percent; refining, 6 percent; life sciences and medical, 3 percent; other, 10 percent.
Emerson was incorporated in Missouri in 1890 and has evolved through internal growth and strategic acquisitions.
Management has a well-established set of operating mechanisms to manage its business performance and set strategy.
The Company also has processes undertaken by management with oversight from the Board of Directors to specifically focus on risks in areas such as cybersecurity, compliance, environmental, financial and reputational, among others.
The Company periodically updates, assesses, and monitors its risk exposures, provides timely updates to the Board, and takes actions to mitigate these risks.
Acquisitions are an integral component of Emerson's growth and value creation strategy.
In 2020, the Company agreed to acquire Open Systems International, Inc. (closed in early fiscal 2021), a leading operations technology software provider, which will broaden and complement Automation Solutions’ software portfolio and ability to help customers in the global power industry, and other end markets, transform and digitize operations to more seamlessly incorporate renewable energy sources and improve energy efficiency and reliability.
Markets served include
The Company also supplies a line of industrial and residential regulators,
The Commercial & Residential Solutions business consists of the Climate Technologies and Tools & Home Products segments.
The Tools & Home Products segment offers a broad range of mechanical, electrical, utility and do-it-yourself tools for professionals and consumers, and appliance solutions.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2019 | | | | | | 2020 | | |
REGULATIONS
The Company's operations, products and services are subject to various government regulations, including environmental regulations.
The Company continually works to minimize the environmental impact of its operations through safe technologies, facility design and operating procedures.
Compliance with government regulations, including environmental regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company's capital expenditures (including expenditures for environmental control facilities), earnings or competitive position.
However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon the Company and which could negatively impact our operating results.
See Item 1A - "Risk Factors."
HUMAN CAPITAL RESOURCES
Supporting our people is a foundational value for Emerson.
We believe the Company’s success depends on its ability to attract, develop and retain key personnel.
The skills, experience and industry knowledge of key employees significantly benefit our operations and performance.
The Company's Board of Directors and management oversee various employee initiatives.
The Company supports and develops its employees through global training and development programs that build and strengthen employees’ leadership and professional skills.
Leadership development programs include intensive learning programs for new leaders as well as more established leaders.
The Company also partners with educational institutions and nonprofit organizations to help prepare current and future workers with the knowledge
and skills they need to succeed.
To assess and improve employee retention and engagement, the Company surveys employees with the assistance of third-party consultants, and takes actions to address areas of employee concern.
Approximately 60,000 employees were surveyed during the three years ended September 30, 2020.
Employee health and safety in the workplace is one of the Company’s core values.
Safety efforts are led by the Corporate Safety Council and supported by health and safety committees that operate at the local site level.
Hazards in the workplace are actively identified and management tracks incidents so remedial actions can be taken to improve workplace safety.
The COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy.
In response to the pandemic, the Company has taken actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect its workforce so they can more safely and effectively perform their work.
We have identified other human capital priorities, including, among other things, providing competitive wages and benefits and promoting an inclusive work environment.
The Company is committed to efforts to increase diversity and foster an inclusive work environment that supports our large global workforce and helps us innovate for our customers.
In connection with the strategic portfolio repositioning actions discussed below, the Company's businesses and organization were realigned.
| | |
| --- | --- |
In 2017, the Company's strategic portfolio repositioning actions resulted in the sale of the network power systems business and the sale of the power generation, motors and drives business.
These businesses have been reported in discontinued operations until disposal.
On April 28, 2017, the Company completed the acquisition of Pentair's valves & controls business, which is reported in the Automation Solutions segment and complements the Valves, Actuators & Regulators product offering.
management, training, maintenance, and troubleshooting expertise to aid in process optimization.
See Note 4.
On April 28, 2017, the Company acquired Pentair’s valves & controls business, which manufactures control, isolation and pressure relief valves and actuators.
These products complement Emerson’s existing offerings, creating a comprehensive valve solutions portfolio that is supported by an extensive service network.
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 until disposal.
PRODUCTION
The Company utilizes various production operations and methods.
The principal production operations are electronics assembly, metal stamping, forming, casting, machining, welding, plating, heat treating, painting and assembly.
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
treating and foundry applications.
Management believes the equipment, machinery and tooling used in these processes are of modern design and well maintained.
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2018 | | | | 2019 | |
ENVIRONMENT
Compliance with laws regulating the discharge of materials into the environment or otherwise relating to protection of the environment has not had a material effect on the Company's capital expenditures, earnings or competitive position.
The Company does not anticipate having material capital expenditures for environmental control facilities during the next fiscal year.
EMPLOYEES
Some of the Company's employees are represented under collective bargaining agreements, but none of these agreements are considered significant.
An excerpt. Shown here: all 27 rewritten, 40 of 44 added and all 26 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Cover and table of contents
17 rewritten, 12 added, 11 removed, 28 unchanged
[removed: FORM 10-K][added: FORM 10-K]
For the fiscal year [removed: ended September] [added: ended September] 30, [removed: 2019][added: 2020]
| Missouri | | [removed: ] | [added: | | |  | | |] 43-0259330 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | | [added: | | | |]
| 8000 W. Florissant Ave. | | | | [added: | | | | | | | |]
| P.O. Box 4100 | | | | [added: | | | | | | | |]
| St. Louis, | [added: | |] Missouri | [added: | |] 63136 | | [added: | | | |]
| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | | [added: | | | |]
| Title of each class | [removed: Trading Symbol(s)] | [added: | Trading Symbol(s) | | |] Name of each exchange on which registered | [added: | |]
| Common Stock of $0.50 par value per share | [added: | |] EMR | [added: | |] New York Stock Exchange | [added: | |]
| 0.375% Notes due 2024 | [added: | |] EMR 24 | [added: | |] New York Stock Exchange | [added: | |]
| 1.250% Notes due 2025 | [added: | |] EMR 25A | [added: | |] New York Stock Exchange | [added: | |]
| 2.000% Notes due 2029 | [added: | |] EMR 29 | [added: | |] New York Stock Exchange | [added: | |]
| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | | | | | [added: | | | | | | | | | | | |]
| Non-accelerated filer | [added: | |] ☐ | | | [added: | | | | | |] Smaller reporting company | | | | | [added: | | | | | | | | | |] ☐ | | [added: | | | |]
| | | | | [added: | | | | | | | |] Emerging growth company | | | | | [added: | | | | | | | | | |] ☐ | | [added: | | | |]
[removed: | 1. |] Portions of Emerson Electric Co. Notice of [removed: 2020] [added: 2021] Annual Meeting of Shareholders and Proxy Statement incorporated by reference into Part III hereof. [removed: |]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | NYSE Chicago | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issues its audit report.
March 31, 2020: $28.3 billion.
Common stock outstanding at October 31, 2020: 598,039,467 shares.
1.
| | | | |
| --- | --- | --- | --- |
| | | |
| --- | --- | --- |
| | | Chicago Stock Exchange |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
March 31, 2019: $41.8 billion.
Common stock outstanding at October 31, 2019: 609,153,835 shares.
| | |
| --- | --- |
Item 2. PROPERTIES
1 rewritten, 1 added, 0 removed, 3 unchanged
At September 30, [removed: 2019,] [added: 2020,] the Company had approximately 200 manufacturing locations worldwide, of which approximately [removed: 65] [added: 70] were located in the United States and [removed: 135] [added: 130] were located outside the United States, primarily in Europe and Asia, and to a lesser extent in Canada and Latin America.
The Company also maintains a smaller number of administrative, sales, research and development, and distribution facilities.
Item 4. MINE SAFETY DISCLOSURES
17 rewritten, 14 added, 5 removed, 24 unchanged
The following sets forth certain information as of November [removed: 18, 2019] [added: 16, 2020] with respect to the Company's executive officers.
These officers have been elected or appointed to terms which expire February [removed: 4, 2020:][added: 2, 2021:]
| Name | [added: | |] Position | [added: | |] Age | [added: | |] Fiscal Year | [added: | |]
| D. N. Farr | [added: | |] Chairman of the Board and Chief Executive Officer* | [removed: 64] | [added: | 65 | | |] 1985 | [added: | |]
| F. J. Dellaquila | [added: | |] Senior Executive Vice President and Chief Financial Officer | [removed: 62] | [added: | 63 | | |] 1991 | [added: | |]
| S. J. Pelch | [added: | |] Chief Operating Officer and Executive Vice President - Organization Planning and Development | [removed: 55] | [added: | 56 | | |] 2005 | [added: | |]
| M. H. Train | [added: | |] President | [removed: 57] | [added: | 58 | | |] 1994 | [added: | |]
| L. Karsanbhai | [added: | |] Executive President - Automation Solutions | [removed: 50] | [added: | 51 | | |] 2002 | [added: | |]
| [removed: R. T. Sharp] [added: J. P. Froedge] | [added: | |] Executive President - Commercial & Residential Solutions | [removed: 52] | [removed: 1999] | [added: 45 | | | 2013 | | |]
| S. Y. Bosco | [added: | |] Senior Vice President, Secretary and General Counsel | [removed: 61] | [added: | 62 | | |] 2005 | [added: | |]
| M. J. Bulanda | [added: | |] Senior Vice President - Planning and Development | [removed: 53] | [added: | 54 | | |] 2002 | [added: | |]
| K. Button Bell | [added: | |] Senior Vice President and Chief Marketing Officer | [removed: 61] | [added: | 62 | | |] 1999 | [added: | |]
| M. J. Baughman | [added: | |] Vice President, Controller and Chief Accounting Officer | [removed: 54] | [added: | 55 | | |] 2018 | [added: | |]
Prior to his current position, Mr. Karsanbhai was Group President - Measurement & Analytical from 2016 through September 2018, [added: and] President Emerson Network Power Europe, Middle East and Africa from 2014 through [removed: 2016, Vice President Corporate Planning from 2012 through 2014, President of Emerson's Fisher Regulator Technologies business from 2008 through 2012, and Vice President and General Manager of its Natural Gas Unit from 2005 through 2008.][added: 2016.]
[removed: Sharp] [added: Froedge] was appointed Executive President - Commercial & Residential Solutions in [removed: October 2016.][added: August 2020.]
Prior to his current position, Mr. Bulanda was Executive Vice President - Emerson Industrial Automation from 2012 through May [removed: 2016 and President of Control Techniques from 2010 through 2012.][added: 2016.]
Prior to that Mr. Baughman was Vice President, Finance, Global Operations, Quality, and Research and Development of Baxter International Inc., a global healthcare products company, from 2015 through September 2017, [added: and] Vice President, Finance, Medical Products of Baxter from 2013 to [removed: 2015 and Corporate Controller of Baxter from 2005 to 2013.][added: 2015.]
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
James P.
Prior to his current position, Mr. Froedge was President - Automation Solutions Asia Pacific from 2018 through August 2020, President - Process Systems and Solutions from 2016 through 2018, Vice President - Acquisition Planning and Development from 2013 through 2016 and in Acquisition Planning from 2012 through 2013.
| | | | |
| --- | --- | --- | --- |
Prior to that, Mr. Pelch was Vice President - Organization Planning from October 2012 to November 2014 and Vice President - Planning from October 2005 to October 2012.
Robert T.
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 January 2013 through January 2015 and President - Emerson Process Management Europe from 2009 through January 2013.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 7 added, 6 removed, 1 unchanged
There were approximately [removed: 17,776] [added: 17,200] stockholders of record at September 30, [removed: 2019.][added: 2020.]
| Period | | [added: | | | |] Total Number of [removed: Share] [added: Shares] 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) | [added: | |]
In November 2015, the Board of Directors authorized the purchase of up to 70 million [removed: shares, and 21.9 million shares remain available.][added: shares.]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| July 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |
| August 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |
| September 2020 | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |
| Total | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 65,528 | | |
In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately 65.5 million shares remain available.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 |
Item 6. SELECTED FINANCIAL DATA
10 rewritten, 4 added, 3 removed, 2 unchanged
| | [removed: 2015 (a)] | | [added: 2016] | | [removed: 2016] | | | [added: |] 2017 | | | [removed: 2018 (b)] | | | [removed: 2019] [added: 2018(a)] | | [added: | | | | 2019(b) | | | | | | 2020(c) | | |]
| Net sales | [removed: $] | [removed: 16,249] | [removed: |] [added: $] | 14,522 | | | [added: | |] 15,264 | | | [added: | | |] 17,408 | | | [removed: 18,372] | | [added: | 18,372 | | | | | | 16,785 | | |]
| Earnings from continuing operations – common stockholders | [removed: $] | [removed: 2,517] | [removed: |] [added: $] | 1,590 | | | [added: | |] 1,643 | | | [added: | | |] 2,203 | | | [removed: 2,306] | | [added: | 2,306 | | | | | | 1,965 | | |]
| Basic earnings per common share from continuing operations | [removed: $] | [removed: 3.72] | [removed: |] [added: $] | 2.46 | | | [added: | |] 2.54 | | | [added: | | |] 3.48 | | | [removed: 3.74] | | [added: | 3.74 | | | | | | 3.26 | | |]
| Diluted earnings per common share from continuing operations | [removed: $] | [removed: 3.71] | [removed: |] [added: $] | 2.45 | | | [added: | |] 2.54 | | | [added: | | |] 3.46 | | | [removed: 3.71] | | [added: | 3.71 | | | | | | 3.24 | | |]
| Cash dividends per common share | [removed: $] | [removed: 1.88] | [removed: |] [added: $] | 1.90 | | | [added: | |] 1.92 | | | [added: | | |] 1.94 | | | [removed: 1.96] | | [added: | 1.96 | | | | | | 2.00 | | |]
| Long-term debt | [removed: $] | [removed: 4,289] | [removed: |] [added: $] | 4,051 | | | [added: | |] 3,794 | | | [added: | | |] 3,137 | | | [removed: 4,277] | | [added: | 4,277 | | | | | | 6,326 | | |]
| Total assets | [removed: $] | [removed: 22,088] | [removed: |] [added: $] | 21,732 | | | [added: | |] 19,589 | | | [added: | | |] 20,390 | | | [removed: 20,497] | | [added: | 20,497 | | | | | | 22,882 | | |]
[removed: (b)] [added: (a)] Includes income tax benefit of $189 [removed: million] ($0.30 per share) from the impacts of U.S. tax reform.
See Note 4 for information regarding the Company's acquisition and divestiture activities for the last three years, [added: Note 6 for information regarding restructuring activities,] and Note 14 for information regarding [removed: the impacts of U.S. tax reform.][added: income taxes.]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
(b) Includes restructuring costs of $0.12 per share and discrete tax benefits of $0.14 per share.
(c) Restructuring costs and special advisory fees reduced earnings by $0.42 per share, while discrete tax items provided a $0.20 per share benefit.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
(a) Includes gains from divestitures of businesses of $611 million and $0.90 per share.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
523 rewritten, 364 added, 175 removed, 349 unchanged
| [added: Performance period] | [removed: 2017] | | [added: 2016 - 2018] | | [removed: 2018] | | | [removed: 2019] | [added: 2017 - 2019] | [added: | |]
| Net sales | [added: | |] $ | [removed: 15,264] [added: 17,408] | | | [removed: 17,408] | | [added: 18,372] | [removed: 18,372] | | [added: | | | 16,785 | | |]
| Costs and expenses: | | | | | | | | | | [added: | | | | | | | |]
| Cost of sales | [removed: 8,833] | | [added: 9,976] | | [removed: 9,976] | | | [removed: 10,557] | [added: 10,557] | [added: | | | | | 9,776 | | |]
| Selling, general and administrative expenses | [removed: 3,607] | | [added: 4,269] | | [removed: 4,269] | | | [removed: 4,457] | [added: 4,457] | [added: | | | | | 3,986 | | |]
| Other deductions, net | [removed: 324] | | [added: 337] | | [removed: 337] | | | [removed: 325] | [added: 325] | [added: | | | | | 532 | | |]
| Interest expense, net of interest income of: [removed: 2017, $36;] 2018, $43; 2019, [removed: $27] [added: $27; 2020, $19] | [removed: 165] | | [added: 159] | | [removed: 159] | | | [removed: 174] | [added: 174] | [added: | | | | | 156 | | |]
| Earnings [removed: from continuing operations] before income taxes | [removed: 2,335] | | [added: 2,667] | | [removed: 2,667] | | | [removed: 2,859] | [added: 2,859] | [added: | | | | | 2,335 | | |]
| Income taxes | [removed: 660] | | [added: 443] | | [removed: 443] | | | [removed: 531] | [added: 531] | [added: | | | | | 345 | | |]
| Net earnings | [removed: 1,550] | | [added: 2,224] | | [removed: 2,224] | | | [removed: 2,328] | [added: 2,328] | [added: | | | | | 1,990 | | |]
| Less: Noncontrolling interests in earnings of subsidiaries | [removed: 32] | | [added: 21] | | [removed: 21] | | | [removed: 22] | [added: 22] | [added: | | | | | 25 | | |]
| Net earnings common stockholders | [added: | |] $ | [removed: 1,518] [added: 2,203] | | | [removed: 2,203] | | [added: 2,306] | [removed: 2,306] | | [added: | | | 1,965 | | |]
| [removed: Earnings] [added: Net earnings] common [removed: stockholders:] [added: stockholders] | | | [added: 2,203] | | | | | | [added: 2,306] | [added: | | | | | 1,965 | | |]
| [removed: Basic] [added: Net] earnings per [removed: share] common [removed: stockholders:] [added: share:] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Basic earnings per common share | [added: | |] $ | [removed: 2.35] [added: 3.48] | | | [removed: 3.48] | | [added: 3.74] | [removed: 3.74] | | [added: | | | 3.26 | | |]
| Diluted earnings per [removed: share] common [removed: stockholders:] [added: share] | | | [added: $] | [added: 3.46] | | | | | [added: 3.71] | [added: | | | | | 3.24 | | |]
| | | [removed: 2017] | [added: 2018] | | | [removed: 2018] | | | [removed: 2019] [added: 2019] | | [added: | | | | 2020 | | |]
| Net earnings | | [removed: $] | [removed: 1,550] | | | [added: $ |] 2,224 | | | [removed: 2,328] | | [added: 2,328 | | | | | | 1,990 | | |]
| Other comprehensive income (loss), net of tax: | | | | | | | | | | | [added: | | | | | | | | | |]
| Foreign currency translation | | [removed: 441] | | | | [removed: (231] [added: (231)] | [removed: )] | | [removed: (194] | [removed: )] | [added: | (194) | | | | | | 85 | | |]
| Pension and postretirement | | [removed: 500] | | | | 242 | | | [removed: (508] | [removed: )] | [added: | (508) | | | | | | 64 | | |]
| Cash flow hedges | | [removed: 37] | | | | [removed: (7] [added: (7)] | [removed: )] | | [removed: (5] | [removed: )] | [added: | (5) | | | | | | (2) | | |]
| Total other comprehensive income (loss) | | [removed: 978] | | | | 4 | | | [removed: (707] | [removed: )] | [added: | (707) | | | | | | 147 | | |]
| Comprehensive income | | [removed: 2,528] | | | | 2,228 | | | [removed: 1,621] | | [added: | 1,621 | | | | | | 2,137 | | |]
| Less: Noncontrolling interests in comprehensive income of subsidiaries | | [removed: 30] | | | | 21 | | | [removed: 22] | | [added: | 22 | | | | | | 27 | | |]
| Comprehensive income common stockholders | | [removed: $] | [removed: 2,498] | | | [added: $ |] 2,207 | | | [removed: 1,599] | | [added: 1,599 | | | | | | 2,110 | | |]
| | [added: | | | | |] 2018 | | | | [removed: 2019] | | [added: 2019 | | | | | | 2020 | | |]
| ASSETS | | | | | | | [added: | | | | |]
| Current assets | | | | | | | [added: | | | | |]
| [removed: Cash] [added: Beginning cash] and equivalents | [removed: $] | [added: | 3,062 | | | | | |] 1,093 | | | [added: | | |] 1,494 | | [added: |]
| Receivables, less allowances of [removed: $113 in 2018 and] $112 in 2019 [added: and $138 in 2020] | [removed: 3,023] | | [added: 2,985] | | [removed: 2,985] | | [added: | | 2,802 | | |]
| Inventories | [removed: 1,813] | | [added: 1,880] | | [removed: 1,880] | | [added: | | 1,928 | | |]
| Other current assets | [removed: 690] | | [added: 780] | | [removed: 780] | | [added: | | 761 | | |]
| Total current assets | [removed: 6,619] | | [added: 7,139] | | [removed: 7,139] | | [added: | | 8,806 | | |]
| Property, plant and equipment, net | [removed: 3,562] | | [added: 3,642] | | [removed: 3,642] | | [added: | | 3,688 | | |]
| Other assets | | | | | | | [added: | | | | |]
| Goodwill | [removed: 6,455] | | [added: 6,536] | | [removed: 6,536] | | [added: | | 6,734 | | |]
| Other intangible assets | [removed: 2,751] | | [added: 2,615] | | [removed: 2,615] | | [added: | | 2,468 | | |]
| Other | [removed: 1,003] | | [added: 565] | | [removed: 565] | | [added: | | 1,186 | | |]
| Total other assets | [removed: 10,209] | | [added: 9,716] | | [removed: 9,716] | | [added: | | 10,388 | | |]
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2019 | | | | | | 2020 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | 23,347 | | | | | | 24,325 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Earnings from continuing operations | 1,675 | | | | 2,224 | | | 2,328 | |
| Discontinued operations, net of tax of $671 | (125 | | ) | | — | | | — | |
| Earnings from continuing operations | $ | 1,643 | | | 2,203 | | | 2,306 | |
| Discontinued operations, net of tax | (125 | | ) | | — | | | — | |
| Earnings from continuing operations | $ | 2.54 | | | 3.48 | | | 3.74 | |
| Discontinued operations | (0.19 | | ) | | — | | | — | |
| Earnings from continuing operations | $ | 2.54 | | | 3.46 | | | 3.71 | |
| Diluted earnings per common share | $ | 2.35 | | | 3.46 | | | 3.71 | |
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 22,882 | | | | 23,347 | |
| Net earnings common stockholders | 1,518 | | | | 2,203 | | | 2,306 | |
| Loss from discontinued operations, net of tax | 125 | | | | — | | | — | |
| Cash from continuing operations | 2,690 | | | | 2,892 | | | 3,006 | |
| Cash from discontinued operations | (778 | | ) | | — | | | — | |
| Cash from continuing operations | (3,533 | | ) | | (2,720 | ) | | (1,174 | ) |
| Cash from discontinued operations | 5,047 | | | | — | | | — | |
In the fourth quarter of 2017, the Company adopted updates to ASC 718, *Compensation - Stock Compensation*, which require all excess tax benefits and deficiencies related to share-based payments to be recognized in income tax expense rather than through additional paid-in-capital, and to be presented as operating cash flows instead of financing.
These updates did not materially impact the Company's financial statements.
In the fourth quarter of 2017, the Company adopted updates to ASC 820, *Fair Value Measurement*, which require investments measured using the net asset value per share practical expedient to be removed from the fair value hierarchy and separately reported when making disclosures.
These updates did not change the determination of fair value for any investments.
Adoption affected disclosure presentation only; there was no impact on the Company’s financial results.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
typically recognized on a straight-line basis as the services are provided.
impact.
See Note 14.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | |
| --- | --- | --- | --- | --- |
See Note 18.
On April 28, 2017, the Company completed the acquisition of Pentair's valves & controls business for $2.96 billion, net of cash acquired of $207, subject to certain post-closing adjustments.
This business, with annualized sales of approximately $1.4 billion, is a manufacturer of control, isolation and pressure relief valves and actuators, and complements the Valves, Actuators & Regulators product offering within Automation Solutions.
The Company also acquired two smaller businesses in the Automation Solutions segment.
Total cash paid for all businesses was $3.0 billion, net of cash acquired.
An excerpt. Shown here: 40 of 523 rewritten, 40 of 364 added and 40 of 175 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
3 rewritten, 0 added, 1 removed, 2 unchanged
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 [added: 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: 2019] [added: 2020] 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: 2019,] [added: 2020,] 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.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 1 removed, 5 unchanged
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: 2020] [added: 2021] annual shareholders' meeting (the [removed: "2020] [added: "2021] 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: 2020] [added: 2021] Proxy Statement is hereby incorporated by reference.
Information appearing under "Delinquent Section 16(a) Reports" in the 2020 Proxy Statement is hereby incorporated by reference.
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 1 added, 0 removed, 0 unchanged
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 Consultant," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation") in the [removed: 2020] [added: 2021] Proxy Statement is hereby incorporated by reference.
The information contained in the "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 [removed: extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.]
extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 6 added, 6 removed, 2 unchanged
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: 2020] [added: 2021] 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: 2019:][added: 2020:]
| | [added: | |] Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | | [added: | | | | | | | |] Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | [added: | | | | | | | |] Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | [added: | | | | | |]
| Plan Category | | [added: | | | |] (a) | | | | [added: | | | | | | | |] (b) | | | | [added: | | | | | | | |] (c) | | [added: | | | |]
| Equity compensation plans [added: not] approved by security holders [removed: (1)] | | [removed: 13,782,133] | | | | [removed: $57.23] [added: —] | | | | [removed: 20,483,695] | | [added: | | | | | | — | | | | | | | | | | | | — | | | | | |]
| Equity compensation plans [removed: not] approved by security holders [added: (1)] | | [removed: —] | | | | [removed: —] [added: 10,651,000] | | | | [removed: —] | | [added: | | | | | | $58.42 | | | | | | | | | | | | 18,745,000 | | | | | |]
Included in column (c) are shares remaining available for award under previously approved plans as follows: (i) [removed: 11,591,161] [added: 11,628,000] under the 2011 Stock Option Plan, (ii) [removed: 7,961,165] [added: 6,135,000] under the 2015 Incentive Shares Plan, (iii) [removed: 791,734] [added: 863,000] under the 2006 Incentive Shares Plan, and (iv) [removed: 139,635] [added: 119,000] under the Restricted Stock Plan for Non-Management Directors.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | | | | 10,651,000 | | | | | | | | | | | | $58.42 | | | | | | | | | | | | 18,745,000 | | | | | |
(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) 4,133,000 shares reserved for outstanding stock option awards, (ii) 1,990,000 shares reserved for performance share awards granted in 2020, (iii) 1,726,000 shares reserved for performance share awards granted in 2019, (iv) 1,922,000 shares reserved for performance share awards granted in 2018 and (v) 880,000 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.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | 13,782,133 | | | | $57.23 | | | | 20,483,695 | |
| | |
| --- | --- |
| (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) 6,915,248 shares reserved for outstanding stock option awards, (ii) 1,811,605 shares reserved for performance share awards granted in 2019, (iii) 2,125,954 shares reserved for performance share awards granted in 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. |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2020] [added: 2021] Proxy Statement is hereby incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Information appearing under "Board and Committee Operations—Audit Committee—Fees Paid to KPMG LLP" in the [removed: 2020] [added: 2021] Proxy Statement is hereby incorporated by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
65 rewritten, 44 added, 9 removed, 6 unchanged
[removed: | 1. |] The consolidated financial statements and accompanying notes of the Company and subsidiaries and the report thereon of KPMG LLP set forth in Item 8 of this Annual Report on Form 10-K. [removed: |]
[removed: | 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 this Annual Report on Form 10-K. [removed: |]
[removed: | 3. |] Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). [removed: |]
[removed: |] 3(a) [removed: |] [Restated Articles of Incorporation of Emerson Electric Co.](http://www.sec.gov/Archives/edgar/data/32604/000003260401500011/articles2.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2001, File No. 1-278, Exhibit 3(a); [Termination of Designated Shares of Stock and Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock](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 3(a). [removed: |]
[removed: |] 3(b) [removed: |] [Bylaws of Emerson Electric [removed: Co.](http://www.sec.gov/Archives/edgar/data/32604/000119312518189534/d604989dex31.htm),] [added: Co](https://www.sec.gov/ix?doc=/Archives/edgar/data/32604/000119312520287970/d74753d8k.htm).,] as amended through [removed: June 5, 2018,] [added: November 3, 2020,] incorporated by reference to the Company's Form 8-K dated [removed: June 5, 2018,] [added: November 6, 2020,] filed on [removed: June 11, 2018,] [added: November 6, 2020,] File No. 1-278, Exhibit 3.1. [removed: |]
[removed: |] 4(a) [removed: |] [Indenture dated as of December 10, 1998, between Emerson Electric Co. and Wells Fargo Bank, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as trustee](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). [removed: |]
[removed: |] 4(b) [removed: |] [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. [removed: |]
[removed: | 4(c) |] [added: 10(n)*] [Description of [removed: Capital Stock](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit991fy17.htm)] [added: Non-Management Director Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10nfy17.htm),] incorporated by reference to Emerson Electric Co. [removed: 2017] Form [removed: 10-K, File No. 1-278,] [added: 10-K filed November 20, 2017,] Exhibit [removed: 99.1. |][added: 10(n).]
[removed: |] 4(d) [removed: |] [Description of 0.375% Notes due 2024, 1.250% Notes due 2025 and [removed: 2.000% Notes due 2029](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm). |][added: 2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[.](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[%](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[N](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[o](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[t](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[e](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[s](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[d](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[u](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[e](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm) [](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[0](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[2](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm)[9](http://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit4dfy19.htm), incorporated by reference to Emerson Electric Co., 2019 Form 10-K, File No. 1-278, Exhibit 4(d).]
[removed: |] 10(a)* [removed: |] [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), 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: |][added: 10-K, File No. 1-278, Exhibit 10(d).]
[removed: |] 10(b)* [removed: |] [Amended and Restated Emerson Electric Co. Continuing Compensation Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10c.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(c). [removed: |]
[removed: |] 10(c)* [removed: |] [Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10d.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(d). [removed: |]
[removed: |] 10(d)* [removed: |] [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), [removed: |][added: 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).]
[added: 10(f)* [Fifth Amendment to the Supplemental Executive Savings Investment Plan](http://www.sec.gov/Archives/edgar/data/32604/0000032604-99-000007.txt), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j),] and [Form of [removed: Change] [added: Participation Agreement and Form] of [removed: Control Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-9.htm),] [added: Annual Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm),] incorporated by reference to Emerson Electric Co. Form 8-K [removed: dated] [added: filed] October 1, 2004, Exhibit [removed: 10.9] [added: 10.8] (applicable only with respect to benefits vested as of December 31, 2004).
[removed: |] 10(e)* [removed: |] [Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, 2015](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10e.htm), 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)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10f.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(f); and Lump Sum Distribution Election Forms. [removed: |]
[removed: | 10(f)* | [Fifth] [added: 10(g)* [Amended and Restated Emerson Electric Co. Savings Investment Restoration Plan and Forms of Participation Agreement, Annual Election Form and Payment Election Form (applicable only with respect to benefits after January 1, 2005)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10h.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(h), [First] Amendment to [removed: the Supplemental Executive] [added: Emerson Electric Co.] Savings Investment [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/0000032604-99-000007.txt),] [added: Restoration Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408026482/v112540_ex10-1.htm),] incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, [removed: 1999,] [added: 2008,] File No. 1-278, Exhibit [removed: 10(j), and [Form of Participation Agreement] [added: 10.1] and [removed: Form of Annual Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-8.htm),] [added: [Second Amendment to the Emerson Electric Co. Savings Investment Restoration Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260420000021/q2fy20exhibit102.htm),] incorporated by reference to Emerson Electric [removed: Co.] [added: Co.,] Form [removed: 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December] [added: 10-Q for the quarter ended March] 31, [removed: 2004). |][added: 2020, File No. 1-278, Exhibit 10.2.]
[removed: | 10(g)* | [Amended and Restated Emerson] [added: 10(u)* [Emerson] Electric Co. Savings Investment Restoration Plan [removed: and Forms of Participation Agreement, Annual Election Form and Payment Election] [added: II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm), incorporated by reference to the Emerson Electric Co.] Form [removed: (applicable only with respect] [added: 10-Q for the quarter ended June 30, 2018, File No. 1-278, Exhibit 10.1, [Second Amendment] to [removed: benefits after January 1, 2005)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10h.htm),] [added: the Emerson Electric Co. Savings Investment Restoration Plan](https://www.sec.gov/Archives/edgar/data/32604/000003260420000021/q2fy20exhibit102.htm),] incorporated by reference to Emerson Electric [removed: Co. 2007] [added: Co.,] Form [removed: 10-K,] [added: 10-Q for the quarter ended March 31, 2020,] File No. 1-278, Exhibit [removed: 10(h),] [added: 10.2] and [First Amendment to [added: the] Emerson Electric Co. Savings Investment Restoration [removed: Plan](http://www.sec.gov/Archives/edgar/data/32604/000114420408026482/v112540_ex10-1.htm),] [added: Plan II](https://www.sec.gov/Archives/edgar/data/32604/000003260420000021/q2fy20exhibit101.htm),] incorporated by reference to Emerson Electric [removed: Co.] [added: Co.,] Form 10-Q for the quarter ended March 31, [removed: 2008,] [added: 2020,] File No. 1-278, Exhibit 10.1. [removed: |]
[removed: |] 10(h)* [removed: |] [Amended and Restated Emerson Electric Co. Annual Incentive Plan and Form of Acceptance of Award](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10i.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(i). [removed: |]
[removed: |] 10(i)* [removed: |] [1997 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/0000950114-96-000333.txt), incorporated by reference to Emerson Electric Co. 1997 Proxy Statement dated December 6, 1996, File No. 1-278, Exhibit A, and [First Amendment thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260401500032/ex10j.htm), incorporated by reference to Emerson Electric Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(j), [Amendment for 409A Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10j.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(j), [Form of Performance Share Award Certificate, Forms of Acceptance of Award and Change of Control Election](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-5.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.5, and [Form of Restricted Shares Award Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-6.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.6. [removed: |]
[removed: |] 10(j)* [removed: |] [1998 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/0000950114-97-000522.txt), incorporated by reference to Emerson Electric Co. 1998 Proxy Statement dated December 12, 1997, File No. 1-278, Appendix A, and [Amendment No. 1 thereto](http://www.sec.gov/Archives/edgar/data/32604/000003260400000030/0000032604-00-000030-0006.txt), incorporated by reference to Emerson Electric Co. 2000 Form 10-K, File No. 1-278, Exhibit 10(l), [Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-1.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.1, and [Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-2.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.2. [removed: |]
[removed: |] 10(k)* [removed: |] [2001 Stock Option Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880001500321/emerson.txt), incorporated by reference to Emerson Electric Co. 2002 Proxy Statement dated December 12, 2001, File No. 1-278, Appendix A, [Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-3.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.3 (used on or prior to September 30, 2011), [Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.1 (used after September 30, 2011), [Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/32604/000095013804000592/exh10-4.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, [removed: 2004, Exhibit 10.4 (used on or prior to September 30, 2011), [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement,](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-2.htm) incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.2 (used after September 30, 2011). |]
[removed: |] 10(l)* [removed: |] [Emerson Electric Co. Description of Split Dollar Life Insurance Program Transition](http://www.sec.gov/Archives/edgar/data/32604/000095013805000885/exh10-1.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed September 2, 2005, Exhibit 10.1. [removed: |]
[removed: |] 10(m)* [removed: |] [Amended and Restated Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1, [Form of Restricted Stock Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000095013805000060/exh10-2.htm), incorporated by reference to Emerson Electric Co. Form 8-K filed February 1, 2005, Exhibit 10.2, and [Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-1.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1. [removed: |]
[removed: | 10(n)* |] [added: 10(o)*] [Description of [removed: Non-Management Director Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10nfy17.htm),] [added: Named Executive Officer Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10ofy17.htm),] incorporated by reference to Emerson Electric Co. Form 10-K filed November 20, 2017, Exhibit [removed: 10(n). |][added: 10(o).]
[removed: | 10(o)* | [Description] [added: 10(q) [Credit Agreement dated as] of [removed: Named Executive Officer Compensation](http://www.sec.gov/Archives/edgar/data/32604/000003260417000046/exhibit10ofy17.htm),] [added: May 23, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518176799/d588274dex101.htm),] incorporated by reference to Emerson Electric Co. Form [removed: 10-K] [added: 8-K dated May 23, 2018 and] filed [removed: November 20, 2017,] [added: May 29, 2018, File No. 1-278,] Exhibit [removed: 10(o). |][added: 10.1.]
[removed: |] 10(p)* [removed: |] [Emerson Electric Co. 2006 Incentive Shares Plan](http://www.sec.gov/Archives/edgar/data/32604/000106880005000769/emerprox.txt), incorporated by reference to Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005, Appendix C, [Amendment for 409A Compliance](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), [Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted Shares Award Agreement (used on or prior to September 30, 2011)](http://www.sec.gov/Archives/edgar/data/32604/000114420407063041/v094142_ex10q.htm), 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](http://www.sec.gov/Archives/edgar/data/32604/000114420408044085/v121762_ex10-1.htm), 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 Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary](http://www.sec.gov/Archives/edgar/data/32604/000114420410005166/v172873_ex10-2.htm), 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 Shares Award Certificate and Acceptance of Award](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-3.htm), 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 Shares Award Agreement](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-4.htm), 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: |]
[removed: | 10(q) | [Credit] [added: 10(t) [Transaction] Agreement dated as of [removed: May 23, 2018](http://www.sec.gov/Archives/edgar/data/32604/000119312518176799/d588274dex101.htm),] [added: 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. [added: 2016] Form [removed: 8-K dated May 23, 2018 and filed May 29, 2018,] [added: 10-K,] File No. 1-278, Exhibit [removed: 10.1. |][added: 10(w).]
[removed: |] 10(r)* [removed: |] [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. 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: |]
[removed: |] 10(s)* [removed: |] [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 Award (used on or prior to November 5, 2018), Performance Shares Program Award Summary (used on or prior to November 5, 2018) and Form of Restricted Shares Award Agreement (used on or prior to November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260415000051/exhibit10u.htm), incorporated by reference to [removed: Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 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: [Units] [added: Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 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 Units] Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit102.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.2 and [Form of Performance Share Program Acceptance of Award (used after November 5, 2018)](http://www.sec.gov/Archives/edgar/data/32604/000003260419000007/q1fy19exhibit103.htm), incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2018, Exhibit 10.3.
[removed: | 10(u)* | [Emerson Electric Co. Savings Investment Restoration Plan II](http://www.sec.gov/Archives/edgar/data/32604/000003260418000038/q3fy18exhibit101.htm),] [added: Monser,] incorporated by reference to the Emerson Electric Co. Form [removed: 10-Q for the quarter ended June 30,] [added: 8-K filed October 5,] 2018, File No. 1-278, Exhibit [removed: filed] 10.1. [removed: |]
[removed: |] 10(v)* [removed: |] [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. [removed: Monser, incorporated by reference to the Emerson Electric Co. Form 8-K filed October 5, 2018, File No. 1-278, Exhibit filed 10.1. |]
[removed: |] 21 [removed: |] [Subsidiaries of Emerson Electric [removed: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit21fy19.htm) |][added: Co.](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit21fy20.htm)]
[removed: |] 23 [removed: |] [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit23fy19.htm) |][added: Firm](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit23fy20.htm)]
[removed: |] 24 [removed: |] [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit24fy19.htm) |][added: Attorney](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit24fy20.htm)]
[removed: |] 31 [removed: | [Certifications pursuant to] [added: [Certifications](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm) [pursuant](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm) [to] Exchange Act Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit31fy19.htm) |][added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit31fy20.htm)]
[removed: |] 32 [removed: |] [Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260419000048/exhibit32fy19.htm) |][added: 1350](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit32fy20.htm)]
[removed: |] 101 [removed: |] Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, [removed: 2017, 2018] [added: 2018, 2019] and [removed: 2019,] [added: 2020,] (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2017,] 2018, [added: 2019,] and [removed: 2019] [added: 2020] (iii) Consolidated Balance Sheets at September 30, [removed: 2018] [added: 2019] and [removed: 2019,] [added: 2020,] (iv) Consolidated Statements of Equity for the years ended September 30, [removed: 2017, 2018] [added: 2018, 2019] and [removed: 2019,] [added: 2020,] (v) Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2017, 2018] [added: 2018, 2019] and [removed: 2019,] [added: 2020,] and (vi) Notes to Consolidated Financial Statements for the year ended September 30, [removed: 2019. |][added: 2020.]
[removed: |] 104 [removed: |] Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). [removed: |]
| | | [added: | | | |] EMERSON ELECTRIC CO. | | [added: | | | |]
1.
2.
3.
4(c) [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/32604/000003260420000041/exhibit4cfy20.htm)
2004, Exhibit 10.4 (used on or prior to September 30, 2011), [Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement,](http://www.sec.gov/Archives/edgar/data/32604/000114420412006547/v243548_ex10-2.htm) incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.2 (used after September 30, 2011).
10(w)* [Letter Agreement](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm) [dated](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm) [as of August 12, 2020](https://www.sec.gov/Archives/edgar/data/32604/000119312520240073/d86546dex101.htm), by and between Emerson Electric Co. and Robert T.
Sharp, incorporated by reference to the Emerson Electric Co. Form 8-K filed September 4, 2020, File No. 1-278, Exhibit 10.1.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | November 16, 2020 | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| W. H. Easter III | | | | | | | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| * | | | | | | Director | | |
| | | | | | | | | |
| * | | | | | | Director | | |
| | | | | | | | | |
| | |
| --- | --- |
10-K, File No. 1-278, Exhibit 10(d).
| 10(t) | [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). |
| | | | |
| --- | --- | --- | --- |
| | | November 18, 2019 | |
| | | |
| --- | --- | --- |
An excerpt. Shown here: 40 of 65 rewritten, 40 of 44 added and all 9 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.