Electrical
Distribution
Emerson’s
majority-owned EGS Electrical Group joint venture with SPX Corporation
manufactures a broad line of components for current- and noncurrent-carrying
electrical distribution devices. These products include conduit and cable
fittings, plugs and receptacles, industrial lighting, and enclosures and
controls. Products in this category are used in hazardous, industrial,
commercial and construction environments, such as oil and gas drilling and
production sites, pulp and paper mills and petrochemical plants.
Distribution
On
a
worldwide basis, the primary distribution channel for the Industrial Automation
segment is through direct sales forces. Most products sold worldwide to original
equipment manufacturers are through a direct sales force. Independent
distributors constitute the next significant sales channel, mostly to reach
end
users; and, to a lesser extent, independent sales representatives are utilized,
particularly for electrical distribution products in the United States.
Brands
Brands,
service/trademarks and trade names within the Industrial Automation segment
include Emerson Industrial Automation, Appleton, ASCO, ASCO Joucomatic, Branson
Ultrasonics, Browning, Control Techniques, Emerson Power Transmission, Kato
Engineering, Kop-Flex, Leroy Somer, McGill, Morse, Numatics and
O-Z/Gedney.
NETWORK
POWER
Emerson’s
Network Power segment designs, manufactures, installs and maintains products
providing “grid to chip” electric power conditioning, power reliability and
environmental control for telecommunications networks, data centers and other
critical applications. Products in this segment include power systems, embedded
power supplies, precision cooling and inbound power systems, along with 24-hour
service. In 2007, sales by geographic destination for this segment were United
States 43 percent, Europe 20 percent, Asia 27 percent and other regions 10
percent.
Power
Systems
Emerson
supplies uninterruptible AC and DC power systems, which provide reliable,
conditioned power to telecommunication networks, data centers and other critical
equipment in the event of a blackout or line surges and spikes. Power Systems’
products range from stand-alone units to complete systems incorporating
rectifiers, distribution units, surge protection, batteries and system
supervision.
Embedded
Power Supplies
Embedded
power supplies are installed by original equipment manufacturers to convert
or
condition power for microprocessors and peripherals in a wide range of
telecommunication, health care, computer and industrial applications using
standard or custom AC/DC or DC/DC designs. They are also used in consumer
products, in the form of power adaptors for ink jet printers and in chargers
for
mobile phones.
Precision
Cooling
Emerson’s
precision cooling products provide temperature and humidity control for
computers, telecommunications and other sensitive equipment. These products
range from 14,000 to 4 million BTUs in capacity and are available in up flow,
down flow and overhead configurations.
Inbound
Power Systems
Emerson
inbound power technology provides reliable power systems which automatically
transfer critical application loads from a utility to emergency backup
generators in the event of a blackout or brownout. Products include automatic
transfer switches, paralleling and synchronizing gear and related distribution
equipment and control systems.
Connectivity
Solutions
Emerson’s
connectivity products serve the needs of the wireless communications, telephony
and data network, CATV, defense, security systems and health care industries
and
other industrial customers globally with a broad range of radio frequency,
microwave and fiber optic interconnect components and assemblies.
Service
and Site Operations
Emerson
staffs Energy Operation Centers in more than 30 countries, and deploys field
service personnel worldwide to assist customers in managing their network
support systems. Our services include on-site operations management, energy
consumption monitoring, preventive maintenance, electrical testing, remote
monitoring and management, and 24-hour service capability.
Distribution
The
Network Power segment sells primarily through worldwide direct sales force
networks, particularly in Europe and Asia. The remainder of sales is handled
by
independent sales representatives, particularly in the United States, and
independent distributors.
Brands
Brands,
service/trademarks and trade names within the Network Power segment include
Emerson Network Power, Artesyn, ASCO, ASCO Power Technologies, Astec Power,
Control Concepts, Emerson Energy Systems, Engineered Endeavors, Knürr, Liebert,
Liebert Global Services, Liebert HIROSS, Lorain, Northern Technologies, Semflex,
Stratos, Trompeter and VORTEX.
CLIMATE
TECHNOLOGIES
The
Climate Technologies segment provides products and services for all areas
of the
climate control industry, including residential, commercial and industrial
heating and air-conditioning, and commercial refrigeration. Our technology
enables homeowners and businesses to better manage their heating,
air-conditioning, and refrigeration systems for improved control and lower
energy bills. This segment also digitally controls and remotely monitors
refrigeration units in grocery stores and other food distribution outlets
to
enhance freshness and food safety. In 2007, sales by geographic destination
for
this segment were United States 57 percent, Europe 16 percent, Asia 17 percent
and other regions 10 percent.
Residential,
Commercial and Industrial Heating and Air Conditioning
Emerson
provides a full range of heating and air-conditioning products that help
reduce
operational and energy costs and create comfortable environments in all types
of
buildings. These products include reciprocating and scroll air-conditioning
compressors, including an ultra-efficient residential scroll compressor with
two
stages of cooling capacity which runs at full capacity only during the hottest
time periods; standard and programmable thermostats; monitoring equipment
and
electronic controls for gas and electric heating systems; gas valves for
furnaces and water heaters; nitride ignition systems for furnaces; sensors
and
thermistors for home appliances; and temperature sensors and
controls.
Commercial
Refrigeration
Emerson’s
technology is incorporated into equipment to refrigerate food and beverages
in
supermarkets, convenience stores, food service operations and refrigerated
trucks and transport containers. Our refrigeration products are also used
in
industrial applications, such as environmental test chambers, and in medical
applications, such as magnetic resonance imaging (MRI) machines. These products
include compressors; precision flow controls; system diagnostics and controls
that provide precise temperature management; and environmental control
systems.
Services
and Solutions
Emerson’s
services in this segment assist customers in improving their climate control
systems for better control and efficiency relating to new refrigerants, energy
efficiency standards, indoor air quality and food safety. We also provide
remote
monitoring of food refrigeration control systems, 24-hour energy supervision
and
service dispatch, and a process that audits food store mechanical systems
to
identify potential energy savings.
Distribution
Climate
Technologies segment sales, primarily to original equipment manufacturers
and
end users, are made predominately through worldwide direct sales force networks.
The remaining sales are primarily through independent distributor networks
throughout the world.
Brands
Brands,
service/trademarks and trade names within the Climate Technologies segment
include Emerson Climate Technologies, Alco Controls, Clive Samuels &
Associates, Computer Process Controls, Copeland, Design Services Network,
Emerson Climate Technologies Distribution Services, Emerson Climate Technologies
Educational Services, Emerson Climate Technologies Flow Controls, Emerson
Climate Technologies Retail Services, Fusite, Therm-O-Disc and
White-Rodgers.
APPLIANCE
AND TOOLS
Emerson’s
Appliance and Tools segment includes a broad range of products and solutions
in
motors, appliances and components, tools and storage. In 2007, sales by
geographic destination for this segment were United States 76 percent, Europe
13
percent, Asia 4 percent and other regions 7 percent.
Motors
Emerson
provides a broad range of electric motors, controls and assemblies from
fractional to several thousand horsepower output. Each of these products
is
designed to give our customers the quality, reliability, and energy efficiency
needed in their specific applications. Emerson’s electric motors are used in a
variety of home appliances. They include variable, fixed and multi-speed
motors
used in horizontal and vertical axis washers, dryers, and dishwashers. Our
motors are also used in residential and commercial pumps, such as those provided
in spas, pools and golf course irrigation equipment; in HVAC equipment, such
as
furnaces, compressors, condenser fans, heat pumps, cooling towers and commercial
air handlers; and in industrial, farming and mining applications, where we
offer
products such as explosion-proof motors, paint-free washdown motors and
industrial severe duty motors.
Appliances
and Appliance Components
Emerson
provides a number of appliances and appliance technology solutions, ranging
from
water valves and controls to heating elements and switches. Our appliance
offering includes residential and commercial garbage disposers and ceiling
fans,
instant hot-water dispensers, and compact electric water heaters. Our appliance
solutions provide integrated systems, sub-systems and components for appliances
that include electronic and electromechanical controls for washers, dryers,
dishwashers, refrigerators and other home appliances as well as heating elements
for dishwashers, electric ovens and water heaters.
Professional
and Do-It-Yourself Tools
Our
pipe-working tools are used by plumbing and mechanical professionals to install
and repair piping systems. These tools include pipe wrenches, pipe cutters,
pipe
threading and roll grooving equipment; a time-saving system that joins tubing
through mechanical crimping; drain cleaners; diagnostic systems including
closed-circuit television pipe inspection and locating equipment; and tubing
tools. Other professional tools include water jetters, wet-dry vacuums, rolling
storage boxes, truck work boxes, bolt cutters, and van and truck ladder racks.
Do-it-yourself tools, available at home improvement retail outlets, include
drain cleaning equipment, pipe and tube working tools, and wet-dry
vacuums.
Storage
Solutions
Emerson
provides a wide variety of freestanding, fixed and mobile storage products
for
residential, commercial, healthcare and food service applications. Our products
for the home include wall-mounted and freestanding shelving systems, cabinet
and
closet organizers, home office storage, and drawer systems and containers,
available in wire, stainless steel and laminate. Our storage solutions also
help
commercial customers utilize space in the most efficient manner. These solutions
include storage and display shelving, stock-picking and kitting carts, cabinets,
totes, bins, workstations, and merchandising and inventory storage racks.
Products provided to the healthcare industry assist in medical response and
treatment; they include emergency and operating room carts, medication carts,
polymer and wire shelving systems, and sterile worktables. Our food service
equipment helps meet the storage needs of the food service and hospitality
industries, such as restaurants and hotels. This equipment includes polymer
and
wire storage systems, busing carts, pan and tray racks, transport carts and
workstations.
Distribution
The
principal worldwide distribution channel for the Appliance and Tools segment
is
direct sales forces. Motors and appliance components and solutions for original
equipment manufacturers are sold almost exclusively worldwide through direct
sales force networks. Independent distributors constitute the next most
significant sales channel, with professional tools sold almost exclusively
worldwide through distributors; and, to a lesser extent, independent sales
representatives are utilized, particularly for storage solutions.
Brands
Brands,
service/trademarks and trade names within the Appliance and Tools segment
include Emerson Appliance Solutions, Emerson Heating Products, Emerson Motor
Technologies, Emerson Professional Tools, Emerson Storage Solutions, ClosetMaid,
Digital Appliance Controls, Emerson, Flo Healthcare, InSinkErator, Knaack,
Lionville Systems, Mallory, METRO, RIDGID, U.S. Electrical Motors and Weather
Guard.
PRODUCTION
Emerson
utilizes various production operations and methods. The principal production
operations are metal stamping, forming, casting, machining, welding, plating,
heat treating, painting and assembly. In addition, Emerson 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 are well maintained.
RAW
MATERIALS AND ENERGY
Emerson's
major requirements for basic raw materials include steel, copper, cast iron,
electronics, aluminum and brass and, to a lesser extent, plastics and other
petroleum-based chemicals. Emerson has multiple sources of supply for each
of
its major requirements and is not significantly dependent on any one or a
few
suppliers.
The
raw
materials and various purchased components required for its products have
generally been available in sufficient quantities. Emerson uses various forms
of
energy, principally natural gas and electricity, obtained from public utilities.
A majority of the Company’s plants have the capability of being converted to use
alternative sources of energy.
PATENTS,
TRADEMARKS AND LICENSES
The
Company has a number of patents, trademarks and licenses, obtained over a
number
of years and expiring at various times. While proprietary intellectual property
is important to the Company, management believes the loss or expiration of
any
intellectual property right would not materially impact the Company or any
of
its segments.
BACKLOG
The
estimated consolidated order backlog of the Company was $4,917 million and
$4,054 million at September 30, 2007 and 2006, respectively. Nearly all of
the
September 30, 2007 consolidated backlog amount is expected to be shipped
within
one year. The estimated backlog by business segment at September 30, 2007
and
2006 follows:
(dollars
in millions)
|
|
|
2006
|
|
|
2007
|
|
Process
Management
|
|
$
|
1,883
|
|
|
2,531
|
|
|
|
|
|
|
|
|
|
Industrial
Automation
|
|
|
523
|
|
|
599
|
|
|
|
|
|
|
|
|
|
Network
Power
|
|
|
867
|
|
|
1,093
|
|
|
|
|
|
|
|
|
|
Climate
Technologies
|
|
|
423
|
|
|
375
|
|
|
|
|
|
|
|
|
|
Appliance
and Tools
|
|
|
358
|
|
|
319
|
|
|
|
|
|
|
|
|
|
Consolidated
Order Backlog
|
|
$
|
4,054
|
|
|
4,917
|
|
COMPETITION
Emerson's
businesses operate in markets that are highly competitive, and Emerson competes
on product performance, quality, service and/or price across the industries
and
markets served. A significant element of the Company's competitive strategy
is
to deliver solutions to our customers by manufacturing high quality products
at
the lowest relevant global cost. Although no single company competes directly
with Emerson in all of the Company's product lines, various companies compete
in
one or more product lines. Some of these companies have substantially greater
sales and assets than Emerson, and Emerson also competes with many smaller
companies. The number of Emerson's competitors varies by product line, and
management believes that Emerson has a market leadership position in many
of
these product lines.
RESEARCH
AND DEVELOPMENT
Costs
associated with Company-sponsored research and development activities were
$397
million, $356 million and $303 million in 2007, 2006 and 2005,
respectively.
ENVIRONMENT
The
Company's manufacturing locations generate waste, the treatment, storage,
transportation and disposal of which are subject to federal, state and/or
local
laws and regulations relating to the protection of the environment. Compliance
with laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has not had a material
effect upon Emerson's capital expenditures, earnings or competitive position.
It
is not anticipated that Emerson will have material capital expenditures for
environmental control facilities during the next fiscal year.
EMPLOYEES
Emerson
and its subsidiaries had an average of approximately 137,700 employees during
2007. Management believes that the Company's employee relations are favorable.
Some of the Company's employees are represented under collective bargaining
agreements, but none of these agreements is considered significant.
DOMESTIC
AND FOREIGN OPERATIONS
International
sales were $11,642 million in 2007, $9,545 million in 2006 and $8,179 million
in
2005, including U.S. exports of $1,277 million, $1,127 million and $998 million
in 2007, 2006 and 2005, respectively. Although there are additional risks
attendant to foreign operations, such as possible nationalization of facilities,
currency fluctuations and restrictions on the movement of funds, Emerson's
financial position has not been materially affected thereby to date. See
Note 16
of Notes to Consolidated Financial Statements of the 2007 Annual Report,
which
note is hereby incorporated by reference, for further information with respect
to foreign operations.
INTERNET
ACCESS
Emerson's
Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without
charge through Emerson's web site on the Internet as soon as reasonably
practicable after they are electronically filed with, or furnished to, the
Securities and Exchange Commission. They may be accessed as follows:
www.emerson.com, Investor Relations, SEC Filings.
The
information set forth under, “Item 1A. Risk Factors” is hereby incorporated by
reference.
Item
1A. Risk Factors
Investing
in our securities involves risks. We may amend or supplement the risk factors
described below from time to time by other reports we file with the SEC in
the
future.
We
Operate In Businesses That Are Subject To Competitive Pressures That Could
Affect Prices Or Demand For Our Products
Our
businesses operate in markets that are highly competitive, and we compete
on the
basis of product performance, quality, service and/or price across the
industries and markets served. A significant element of our competitive strategy
is to deliver solutions to our customers by manufacturing high quality products
at the lowest relevant global cost. Some of our competitors have greater
sales,
assets and financial resources than our Company. Competitive pressures could
affect prices or customer demand for our products, impacting our profit margins
and/or resulting in a loss of market share.
Our
Operating Results Depend In Part On Continued Successful Research, Development
And Marketing Of New And/Or Improved Products And Services, And There Can
Be No
Assurance That We Will Continue To Successfully Introduce New Products And
Services
The
success of new and improved products and services depends on their initial
and
continued acceptance by our customers. Our businesses are affected by varying
degrees of technological change and corresponding shifts in customer demand,
which result in unpredictable product transitions, shortened life cycles
and
increased importance of being first to market with new products and services.
We
may experience difficulties or delays in the research, development, production
and/or marketing of new products and services which may negatively impact
our
operating results and prevent us from recouping or realizing a return on
the
investments required to bring new products and services to market.
We
Engage
In Acquisitions, And May Encounter Difficulties In Integrating These Businesses
And Therefore We May Not Realize The Anticipated Benefits Of The
Acquisitions
We
are a
company that, from time to time, seeks to grow through strategic acquisitions.
In the past several years, we have made various acquisitions and entered
into
joint venture arrangements intended to complement or expand our business,
and
may continue to do so in the future. The success of these transactions will
depend on our ability to integrate assets and personnel acquired in these
transactions and to cooperate with our strategic partners. We may encounter
difficulties in integrating acquisitions with our operations, and in managing
strategic investments. Furthermore, we may not realize the degree, or timing,
of
benefits we anticipate when we first enter into a transaction. Any of the
foregoing could adversely affect our business and results of
operations.
Access
To
Funding Through The Capital Markets Is Essential To The Execution Of Our
Business Plan And If We Are Unable To Maintain Such Access We Could Experience
A
Material Adverse Effect On Our Business And Financial Results
Our
ability to invest in our businesses, make strategic acquisitions and refinance
maturing debt obligations requires access to the capital markets and sufficient
bank credit lines to support short-term borrowings. If we are unable to continue
to access the capital markets, we could experience a material adverse effect
on
our business and financial results.
We
Use A
Variety Of Raw Materials And Components In Our Businesses, And Significant
Shortages Or Price Increases Could Increase Our Operating Costs And Adversely
Impact The Competitive Positions Of Our Products
Our
major
requirements for raw materials include steel, copper, cast iron, electronics,
aluminum and brass and, to a lesser extent, plastics and other petroleum
based
chemicals. Emerson has multiple sources of supply for each of its major
requirements and is not significantly dependent on any one or a few suppliers.
Significant shortages or price increases could affect the prices our affected
businesses charge, their operating costs and the competitive position of
their
products and services, which could adversely affect our results of
operations.
Our
Operations Depend On Production Facilities Throughout The World, A Majority
Of
Which Are Located Outside The United States And Subject To Increased Risks
Of
Disrupted Production Causing Delays In Shipments And Loss Of Customers And
Revenue
We
manage
businesses with manufacturing facilities worldwide, a majority of which are
located outside the United States. Serving a global customer base requires
that
we place more production in emerging markets to capitalize on market
opportunities and maintain our best-cost position. Our international production
facilities and operations could be disrupted by a natural disaster, labor
strike, war, political unrest, terrorist activity or public health concerns,
particularly in emerging countries that are not well-equipped to handle such
occurrences.
Our
manufacturing facilities abroad also may be more susceptible to changes in
laws
and policies in host countries and economic and political upheaval than our
domestic facilities. Any such disruption could cause delays in shipments
of
products and the loss of sales and customers, and insurance proceeds may
not
adequately compensate us.
Our
Substantial Sales Abroad Subject Us To Economic Risk As Our Results Of
Operations May Be Adversely Affected By Foreign Currency Fluctuations And
Changes In Local Government Regulations And Policies
We
sell,
manufacture, engineer, and purchase products in overseas markets. A significant
portion of our sales is outside the United States, and we expect sales from
non
- U.S. markets to continue to represent a significant portion of our total
sales. International sales and operations are subject to changes in local
government regulations and policies, including those related to tariffs and
trade barriers, investments, taxation, exchange controls, and repatriation
of
earnings. Changes in the relative values of currencies occur from time to
time
and could affect our operating results. While we monitor our exchange rate
exposures and attempt to reduce this exposure through hedging activities,
this
risk could adversely affect our operating results.
Downturns
In The End Markets That We Serve May Negatively Impact Our Segment Revenues
And
Profitability
Our
segment revenues, operating results and profitability have varied in the
past
and may vary significantly from quarter to quarter in the future. Profitability
can be negatively impacted by volatility in the end markets that we serve.
Future downturns in any of the markets that we serve could adversely affect
our
overall sales and operating results.
We
Are
Subject To Litigation And Environmental Regulations That Could Adversely
Impact
Our Operating Results
We
are,
and may in the future be, a party to a number of legal proceedings and claims,
including those involving product liability and environmental matters, several
of which claim, or may in the future claim, significant damages. Given the
inherent uncertainty of litigation, we can offer no assurance that existing
litigation or a future adverse development will not have a material adverse
impact. We also are subject to various laws and regulations relating to
environmental protection and the discharge of materials into the environment,
and we could incur substantial costs as a result of the noncompliance with
or
liability for cleanup or other costs or damages under environmental
laws.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties
At
September 30, 2007, Emerson had approximately 265 manufacturing locations
worldwide, of which approximately 165 were located outside the United States,
primarily in Europe and to a lesser extent in Asia, Canada and Latin America.
The approximate numbers of manufacturing locations by business segment are:
Process Management, 55; Industrial Automation, 85; Network Power, 45; Climate
Technologies, 35; and Appliance and Tools, 45. The majority of the locations
are
owned, with the remainder occupied under operating or capital leases. The
Company considers its facilities suitable and adequate for the purposes for
which they are used.
Item
3. Legal Proceedings
The
information regarding legal proceedings set forth in Note 12 of Notes to
Consolidated Financial Statements of the 2007 Annual Report is hereby
incorporated by reference.
Item
4. Submission of Matters to a Vote of Security Holders
There
were no matters submitted to a vote of security holders during the quarter
ended
September 30, 2007.
Executive
Officers of the Registrant
The
following sets forth certain information as of November 2007 with respect
to
Emerson's executive officers. Fiscal Year column indicates the first year
the
executive served as an officer of the Company. These officers have been elected
or appointed to terms which will expire February 5, 2008:
Name
|
|
Position
|
|
Age
|
|
Fiscal
Year
|
|
|
|
|
|
|
|
D.
N. Farr*
|
|
Chairman
of the Board, Chief Executive Officer and President
|
|
52
|
|
1985
|
|
|
|
|
|
|
|
C.
W. Ashmore
|
|
Senior
Vice President - Planning and Development
|
|
45
|
|
2001
|
|
|
|
|
|
|
|
W.
J. Galvin
|
|
Senior
Executive Vice President and Chief Financial Officer
|
|
61
|
|
1984
|
|
|
|
|
|
|
|
E.
L. Monser
|
|
Chief
Operating Officer
|
|
57
|
|
2002
|
|
|
|
|
|
|
|
C.
A. Peters
|
|
Senior
Executive Vice President
|
|
52
|
|
1990
|
|
|
|
|
|
|
|
R.
J. Schlueter
|
|
Vice
President and Chief Accounting Officer
|
|
53
|
|
1992
|
|
|
|
|
|
|
|
F.
L. Steeves
|
|
Senior
Vice President, Secretary and General Counsel
|
|
53
|
|
2007
|
|
|
|
|
|
|
|
W.
W. Withers
|
|
Executive
Vice President and Special Legal Advisor
|
|
67
|
|
1989
|
*Also
chairman of the Executive Committee of the Board of Directors.
There
are
no family relationships among any of the executive officers and
directors.
David
N.
Farr has been Chief Executive Officer since October 2000 and was also appointed
Chairman of the Board in September 2004 and appointed President in November
2005. Craig W. Ashmore has been Senior Vice President - Planning and Development
since October 2004. Prior to his current position, Mr. Ashmore was Group
Vice
President from 2003 to 2004 and Vice President - Profit Planning from 2001
to
2003. Walter J. Galvin was appointed Senior Executive Vice President in October
2004 and has been Chief Financial Officer since 1993. Prior to his current
position, Mr. Galvin was Executive Vice President from February 2000 to October
2004. Edward L. Monser was appointed Chief Operating Officer in November
2001. Charles A. Peters has been Senior Executive Vice President since
October 2000. Richard J. Schlueter has been Vice President Accounting since
1999
and was also appointed Chief Accounting Officer in February 2003. Frank L.
Steeves was appointed Senior Vice President, Secretary and General Counsel
in
March 2007, prior to which he was Vice Chairman of the Milwaukee-based law
firm
of von Briesen & Roper, S.C., which has provided legal services to the
Company since 2001. Mr. Steeves joined von Briesen and Roper as a partner
in
2001, and became Vice Chairman of the firm in 2004. W. Wayne Withers has
been
Executive Vice President since October 2004 and was appointed Special Legal
Advisor in 2007. Prior to his current position, Mr. Withers was Secretary
and
General Counsel from November 1989 to March 2007 and Senior Vice President
from
1989 to October 2004.
PART
II
Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer
Purchases of Equity Securities
The
information regarding the market for the Company's common stock, quarterly
market price ranges and dividend payments set forth in Note 18 of Notes to
Consolidated Financial Statements of the 2007 Annual Report is hereby
incorporated by reference. There were approximately 26,615 stockholders of
record at September 30, 2007.
Repurchases
of equity securities during the fourth quarter of 2007 are listed in the
following table.
Period
|
|
(a) Total Number
of
Shares
Purchased (000s)
|
|
(b) Average
Price Paid
per Share
|
|
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs (000s)
|
|
(d) Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans or
Programs (000s)
|
|
July
2007
|
|
|
840
|
|
|
$48.62
|
|
|
840
|
|
|
18,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
2007
|
|
|
2,025
|
|
|
$47.11
|
|
|
2,025
|
|
|
16,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
2007
|
|
|
1,900
|
|
|
$49.66
|
|
|
1,900
|
|
|
14,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,765
|
|
|
$48.39
|
|
|
4,765
|
|
|
14,796
|
|
The
amounts above reflect the Company’s December 2006 two-for-one stock split. See
Note 1 of Notes to Consolidated Financial Statements of the 2007 Annual Report,
which note is hereby incorporated by reference, for additional information.
The
Company’s Board of Directors authorized the repurchase of up to 80 million
shares under the November 2001 program, as adjusted for the stock split.
The
maximum number of shares that may yet be purchased under this program is
14.8
million.
Item
6. Selected Financial Data
Years
ended September 30
(dollars
in millions, except per share amounts)
|
|
2003
|
|
2004
|
|
2005
(a)
|
|
2006
|
|
2007
|
|
Net
sales
|
|
$
|
13,958
|
|
|
15,615
|
|
|
17,305
|
|
|
20,133
|
|
|
22,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
from continuing operations
|
|
$
|
1,013
|
|
|
1,257
|
|
|
1,422
|
|
|
1,845
|
|
|
2,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
before cumulative effect of change in accounting principle
|
|
$
|
1,089
|
|
|
1,257
|
|
|
1,422
|
|
|
1,845
|
|
|
2,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
from continuing operations per common share (basic)
|
|
$
|
1.21
|
|
|
1.50
|
|
|
1.71
|
|
|
2.26
|
|
|
2.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
from continuing operations per common share (diluted)
|
|
$
|
1.20
|
|
|
1.49
|
|
|
1.70
|
|
|
2.24
|
|
|
2.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
before cumulative effect of change in accounting principle per
common
share (diluted)
|
|
$
|
1.29
|
|
|
1.49
|
|
|
1.70
|
|
|
2.24
|
|
|
2.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends per common share
|
|
$
|
0.79
|
|
|
0.80
|
|
|
0.83
|
|
|
0.89
|
|
|
1.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
$
|
3,733
|
|
|
3,136
|
|
|
3,128
|
|
|
3,128
|
|
|
3,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
15,194
|
|
|
16,361
|
|
|
17,227
|
|
|
18,672
|
|
|
19,680
|
|
Information
presented in the selected financial data reflects the December 2006 two-for-one
stock split. The operating results of Dura-Line are classified as discontinued
operations for 2003 in the table above. See Note 3 of Notes to Consolidated
Financial Statements of the 2007 Annual Report, which note is hereby
incorporated by reference, for information regarding the Company's acquisition
and divestiture activities.
(a)
Fiscal
2005 includes a tax expense of $63 million ($0.07 per share) related to the
one-time opportunity to repatriate foreign earnings under the American Jobs
Creation Act of 2004. See Note 13 of Notes to Consolidated Financial Statements
of the 2007 Annual Report, which note is hereby incorporated by reference,
for
additional information.
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Information
appearing under “Results of Operations,” “Financial Position, Capital Resources
and Liquidity,” “Critical Accounting Policies” and the "Safe Harbor Statement"
in the 2007 Annual Report are hereby incorporated by reference.
Fiscal
2008 Outlook
The
outlook for Emerson remains positive moving into fiscal 2008. Many of Emerson’s
end markets remain strong, but a moderation in growth rates is expected when
compared to 2007. Underlying sales growth for fiscal 2008 is expected to
be in
the range of 5 percent to 7 percent, which excludes the expected 2 percent
to 3
percent favorable impact from foreign currency translation, acquisitions
and
divestitures. Reported sales growth is expected to be in the range of 7 percent
to 10 percent. Based on this level of sales growth, the Company expects to
generate 2008 earnings per share growth in the range of 10 percent to 15
percent
above the $2.66 per share earned in fiscal 2007.
Non-GAAP
Financial Measures
To
supplement Emerson’s financial information presented in accordance with
generally accepted accounting principles (GAAP), management uses additional
measures, including non-GAAP financial measures as such term is defined in
Regulation G under the rules of the Securities and Exchange Commission, to
clarify and enhance understanding of past performance and prospects for the
future. Generally, a non-GAAP financial measure is a numerical measure of
a
company’s financial performance, financial position or cash flows that exclude
(or include) amounts that are included in (or excluded from) the most directly
comparable measure calculated and presented in accordance with GAAP. For
example, these financial measures may exclude the impact of certain unique
items
such as acquisitions, divestitures, one-time gains and losses or items outside
of management’s control (e.g., foreign currency exchange rates). Management
believes that the following non-GAAP financial measures provide investors
and
analysts useful insight into Emerson’s financial position and
performance.
Underlying
sales, which exclude the impact of acquisitions and divestitures during the
periods presented, and fluctuations in foreign currency exchange rates, are
provided to facilitate relevant period-to-period comparisons of sales growth
by
excluding these unique items that impact the overall comparability. Underlying
sales should be viewed in addition to, and not as an alternative to net sales
as
determined in accordance with U.S. GAAP.
Operating
profit (defined as net sales less cost of sales and selling, general and
administrative expenses) and operating profit margin (defined as operating
profit divided by net sales) are indicative of short-term operational
performance and ongoing profitability. Management closely monitors operating
profit and operating profit margin of each business to evaluate past performance
and actions required to improve profitability. Operating profit and operating
profit margin should be viewed in addition to, and not as an alternative
to
pretax earnings or profit margin as determined in accordance with U.S.
GAAP.
Earnings,
earnings per share, return on equity and return on total capital excluding
one-time gains and losses (for example, 2005 tax expense for earnings
repatriation or 2003 gains from divestitures) 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.
Given the unique nature of these items, management believes that presenting
earnings, earnings per share, return on equity and return on total capital
excluding them is more representative of the Company’s operational performance
and may be more useful for investors. However, these financial measures are
not
intended to replace earnings, earnings per share, return on equity or return
on
total capital as determined in accordance with U.S. GAAP.
Free
cash
flow (operating cash flow less capital expenditures) is an indicator of the
Company’s cash generating capabilities after considering investments in capital
assets which are necessary to maintain and enhance existing operations.
Operating cash flow adds back non-cash depreciation expense to earnings and
thereby does not reflect a charge for necessary capital expenditures.
Although management
believes that free cash flow is useful to both management and investors as
a
measure of the Company’s ability to generate cash, it is not intended to replace
operating cash flow as determined in accordance with U.S. GAAP.
Overall,
while Emerson believes these non-GAAP financial measures are useful in
evaluating the Company, this information should be considered as supplemental
in
nature and not as a substitute for or superior to the related financial
information prepared in accordance with GAAP. Further, the calculation of
these
non-GAAP financial measures may differ from the calculation of similarly
titled
financial measures presented by other companies, and therefore they may not
be
comparable among companies.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk
Information
appearing under "Financial Instruments" in the 2007 Annual Report is hereby
incorporated by reference.
Item
8. Financial Statements and Supplementary Data
The
consolidated financial statements of the Company and its subsidiaries and
the
report thereon of KPMG LLP in the 2007 Annual Report are hereby incorporated
by
reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
Item
9A. Controls and Procedures
Emerson
maintains a system of disclosure controls and procedures which are designed
to
ensure that information required to be disclosed by the Company in the reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and is accumulated and communicated to management,
including the Company’s certifying officers, as appropriate to allow timely
decisions regarding required disclosure. Based on an evaluation performed,
the
Company's certifying officers have concluded that the disclosure controls
and
procedures were effective as of September 30, 2007, to provide reasonable
assurance of the achievement of these objectives.
Notwithstanding
the foregoing, there can be no assurance that the Company's disclosure controls
and procedures will detect or uncover all failures of persons within the
Company
and its consolidated subsidiaries to report material information otherwise
required to be set forth in the Company's reports.
There
was
no change in the Company's internal control over financial reporting during
the
quarter ended September 30, 2007, that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
Management’s
report on internal control over financial reporting, and the related report
of
the Company’s auditor, KPMG LLP, an independent registered public accounting
firm, appearing in the 2007 Annual Report are hereby incorporated by reference.
Item
9B. Other Information
None.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance
Information
regarding nominees and directors appearing under "Nominees and Continuing
Directors" in the Emerson Electric Co. Notice of Annual Meeting of Stockholders
and Proxy Statement for the February 2008 annual stockholders' meeting (the
"2008 Proxy Statement") is hereby incorporated by reference. Information
regarding executive officers is set forth in Part I of this report. Information
appearing under "Section 16(a) Beneficial Ownership Reporting Compliance"
in the
2008 Proxy Statement is hereby incorporated by reference. Information regarding
the Audit Committee and Audit Committee Financial Expert appearing under
"Board
of Directors and Committees" in the 2008 Proxy Statement is hereby incorporated
by reference.
Emerson
has adopted a Code of Ethics that applies to the Company's chief executive
officer, chief financial officer, chief accounting officer and controller;
has
posted such Code of Ethics on its Internet web site; and intends to satisfy
the
disclosure requirement under Item 5.05 of Form 8-K by posting such information
on its Internet web site. Emerson has adopted Charters for its Audit Committee,
Compensation Committee and Corporate Governance and Nominating Committee
and a
Code of Business Ethics for directors, officers and employees, which are
available on its Internet web site and are available in print to any shareholder
who requests them. Emerson has also adopted Corporate Governance Principles
and
Practices, which are available on its Internet web site and are available
in
print to any shareholder who requests them. The Company's Internet web site
may
be accessed as follows: www.emerson.com, Investor Relations, Corporate
Governance.
Item
11. Executive Compensation
Information
appearing under “Board of Directors and Committees—Compensation Committee,”
“Board of Directors and Committees—Corporate Governance and Nominating
Committee,” “Director Compensation,” “Executive Compensation” (including, but
not limited to, the information set forth under “Compensation Discussion and
Analysis,” “Compensation Committee Report” and “Summary Compensation Table”) and
“Compensation Committee Interlocks and Insider Participation” in the 2008 Proxy
Statement is hereby incorporated by reference.
The
information contained in “Compensation Committee Report” shall not be deemed to
be “filed” with the Securities and Exchange Commission or subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), except to the extent that Emerson 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
The
information regarding beneficial ownership of shares by nominees and continuing
directors, named executive officers and by all directors and executive officers
as a group appearing under "Nominees and Continuing Directors" in the 2008
Proxy
Statement is hereby incorporated by reference.
Equity
Compensation Plan Information
The
following table sets forth aggregate information regarding the Company’s equity
compensation plans as of September 30, 2007:
|
|
Number
of Securities
to
be Issued upon
Exercise
of
Outstanding
Options,
Warrants
and Rights
|
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights
|
|
Number
of Securities
Remaining
Available for
Future
Issuance under
Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column
(a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans
|
|
|
|
|
|
|
|
|
|
|
approved
by security holders(1)
|
|
|
23,168,714
|
|
|
$29.81
|
|
|
31,779,898
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not
|
|
|
|
|
|
|
|
|
|
|
approved
by security holders(2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
23,168,714
|
|
|
$29.81
|
|
|
31,779,898
|
|
|
(1) |
Includes
the Company’s Stock Option and previously approved Incentive Shares Plans.
Included in column (a) are 4,859,700 shares reserved for performance
share
awards (awarded in 2007), which will be distributed primarily in
shares of
common stock and partially in cash contingent upon the Company
achieving
the financial objective through 2010 and performance of services
by the
employees. Also included in column (a) are 4,651,172 shares reserved
for
performance share awards (awarded primarily in 2004), 2,790,707
of which
will be issued primarily in shares of common stock and paid partially
in
cash in early 2008 as a result of achieving the financial objective
by the
end of 2007, and 1,860,465 shares of which will be distributed
in shares
of common stock contingent upon one additional year of service
by
employees. As provided by the Company’s Incentive Shares Plans,
performance share awards represent a commitment to issue such shares
without cash payment by the employee, contingent upon achievement
of the
objective and the performance of services by the employee. The
price in
column (b) represents the weighted-average exercise price for outstanding
options. Included in column (c) are 16,267,194 shares remaining
available
for award under the previously approved 2006 Incentive Shares Plan
and
431,866 shares remaining available under the previously approved
Restricted Stock Plan for Non-Management
Directors.
|
|
(2) |
Excludes
12,264 outstanding options assumed in connection with acquisitions
with a
weighted-average exercise price of $17.64.
|
Information
regarding stock option plans and incentive shares plans set forth in Note
14 of
Notes to Consolidated Financial Statements of the 2007 Annual Report is hereby
incorporated by reference.
Item
13. Certain Relationships and Related Transactions, and Director
Independence
Information
appearing under “Director Independence” in the 2008 Proxy Statement is hereby
incorporated by reference.
Item
14. Principal Accounting Fees and Services
Information
appearing under "Fees Paid to KPMG LLP" in the 2008 Proxy Statement is hereby
incorporated by reference.
PART
IV
Item
15. Exhibits and Financial Statement Schedules
A) Documents
filed as a part of this report:
|
1. |
The
consolidated financial statements of the Company and its subsidiaries
and
the report thereon of KPMG LLP in the 2007 Annual
Report.
|
|
2. |
Financial
Statement Schedules
|
|
|
All
schedules are omitted because they are not required, not applicable
or the
information is given in the financial statements or notes thereto
contained in the 2007 Annual
Report.
|
|
3. |
Exhibits
(Listed by numbers corresponding to the Exhibit Table of Item 601
in
Regulation S-K).
|
3(a)
|
Restated
Articles of Incorporation of Emerson Electric Co., 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, incorporated by reference
to
Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit
3(a).
|
|
|
3(b)
|
Bylaws
of Emerson Electric Co., as amended through October 4, 2005, incorporated
by reference to Emerson Electric Co. Form 8-K dated October 4,
2005,
Exhibit 3.1.
|
|
|
4(a)
|
Indenture
dated as of April 17, 1991, between Emerson Electric Co. and The
Boatmen's
National Bank of St. Louis, Trustee, incorporated by reference
to Emerson
Electric Co. Registration Statement on Form S-3, File No. 33-62545,
Exhibit 4.1.
|
|
|
4(b)
|
Indenture
dated as of December 10, 1998, between Emerson Electric Co. and
The Bank
of New York, Trustee, incorporated by reference to Emerson Electric
Co.
1998 Form 10-K, File No. 1-278, Exhibit 4(b).
|
|
|
|
No
other long-term debt instruments are filed since the total amount
of
securities authorized under any such instrument does not exceed
10 percent
of the total assets of Emerson Electric Co. and its subsidiaries
on a
consolidated basis. Emerson Electric Co. agrees to furnish a copy
of such
instruments to the Securities and Exchange Commission upon
request.
|
4(c)
|
Rights
Agreement dated as of November 1, 1998, between Emerson Electric
Co. and
ChaseMellon Shareholder Services, L.L.C., incorporated by reference
to
Emerson Electric Co. Form 8-A, dated October 6, 1998, File No.
1-278,
Exhibit 1.
|
|
|
10(a)*
|
1991
Stock Option Plan, as amended, incorporated by reference to Emerson
Electric Co. 1997 Form 10-K, File No. 1-278, Exhibit 10(e) and
Amendment
No. 1 thereto, incorporated by reference to Emerson Electric Co.
2000 Form
10-K, File No. 1-278, Exhibit 10(c).
|
|
|
10(b)*
|
Third
Amendment to the Emerson Electric Co. 1993 Incentive Shares Plan,
as
restated, incorporated by reference to Emerson Electric Co. 1996
Form
10-K, File No. 1-278, Exhibit 10(g), and Fourth Amendment thereto,
incorporated by reference to Emerson Electric Co. 2001 Form 10-K,
File No.
1-278, Exhibit 10(d).
|
|
|
10(c)*
|
Amended
and Restated Emerson Electric Co. Continuing Compensation Plan
for
Non-Management Directors, filed herewith.
|
|
|
10(d)*
|
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, filed herewith.
|
|
|
10(e)*
|
First
Amendment to the Emerson Electric Co. Supplemental Executive Retirement
Plan, incorporated by reference to Emerson Electric Co. 1999 Form
10-K,
File No. 1-278, Exhibit 10(h), and Form of Change of Control Election,
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).
|
|
|
10(f)*
|
Amended
and Restated Emerson Electric Co. Pension Restoration Plan and
Forms of
Participation Award Letter, Acceptance of Award and Benefit Election
Forms, filed herewith (applicable only with respect to benefits
after
January 1, 2005).
|
|
|
10(g)*
|
Fifth
Amendment to the Supplemental Executive Savings Investment Plan,
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
Participation Agreement and Form of Annual Election, incorporated
by
reference to Emerson Electric Co. Form 8-K dated October 1, 2004,
Exhibit
10.8 (applicable only with respect to benefits vested as of December
31,
2004).
|
|
|
10(h)*
|
Amended
and Restated Emerson Electric Co. Savings Investment Restoration
Plan and
Forms of Participation Agreement, Annual Election Form and Payment
Election Form, filed herewith (applicable only with respect to
benefits
after January 1, 2005).
|
|
|
10(i)*
|
Amended
and Restated Emerson Electric Co. Annual Incentive Plan, filed
herewith,
and Form of Acceptance of Award, filed herewith.
|
|
|
10(j)*
|
1997
Incentive Shares Plan, incorporated by reference to Emerson Electric
Co.
1997 Proxy Statement dated December 6, 1996, File No. 1-278, Exhibit
A,
and First Amendment thereto, incorporated by reference to Emerson
Electric
Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(j), Amendment for
409A
Compliance, filed herewith, Form of Performance Share Award Certificate,
Forms of Acceptance of Award and Change of Control Election, incorporated
by reference to Emerson Electric Co. Form 8-K dated October 1,
2004,
Exhibit 10.5, and Form of Restricted Shares Award Agreement, incorporated
by reference to Emerson Electric Co. Form 8-K dated October 1,
2004,
Exhibit 10.6.
|
10(k)*
|
1998
Stock Option Plan, 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, 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, incorporated by reference to Emerson Electric Co. Form
8-K
dated 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, incorporated by reference to Emerson Electric Co. Form
8-K
dated October 1, 2004, Exhibit 10.2.
|
|
|
10(l)*
|
2001
Stock Option Plan, 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, incorporated by reference to
Emerson
Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.3, and
Form of
Notice of Grant of Stock Options and Option Agreement and Form
of
Nonqualified Stock Option Agreement, incorporated by reference
to Emerson
Electric Co. Form 8-K dated October 1, 2004, Exhibit
10.4.
|
|
|
10(m)*
|
Emerson
Electric Co. Description of Split Dollar Life Insurance Program
Transition, incorporated by reference to Emerson Electric Co. Form
8-K
dated August 31, 2005, Exhibit 10.1.
|
|
|
10(n)*
|
Emerson
Electric Co. Restricted Stock Plan for Non-Management Directors,
incorporated by reference to Emerson Electric Co. 2005 Proxy Statement
dated December 8, 2004, Appendix B, and Form of Award Letter under
the
Emerson Electric Co. Restricted Stock Plan for Non-Management Directors,
incorporated by reference to Emerson Electric Co. Form 8-K dated
February
1, 2005, Exhibit 10.2.
|
|
|
10(o)*
|
Description
of Non-Management Director Compensation, incorporated by reference
to
Emerson Electric Co. Form 10-Q for the quarter ended March 31,
2007,
Exhibit 10.1.
|
|
|
10(p)*
|
Description
of Named Executive Officer Compensation, incorporated by reference
to
Emerson Electric Co. Form 10-Q for the quarter ended December 31,
2004,
Exhibit 10.1.
|
|
|
10(q)*
|
Emerson
Electric Co. 2006 Incentive Shares Plan, incorporated by reference
to
Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005,
Appendix C, Amendment for 409A Compliance, filed herewith, and
Forms of
Performance Share Award Certificate, Acceptance of Award and Restricted
Share Award Agreement, filed herewith.
|
|
|
10(r)
|
Long-Term
Credit Agreement dated as of April 28, 2006, incorporated by reference
to
Emerson Electric Co. Form 8-K dated May 2, 2006, Exhibit
10.1.
|
|
|
10(s)*
|
Letter
Agreement effective as of April 4, 2007, by and between Emerson
Electric
Co. and W. Wayne Withers, incorporated by reference to Emerson
Electric
Co. Form 8-K dated April 7, 2007, Exhibit 10.1.
|
|
|
10(t)*
|
Consulting
Contract made and entered into as of April 4, 2007, by and between
Emerson
Electric Co. and W. Wayne Withers, incorporated by reference to
Emerson
Electric Co. Form 8-K dated April 7, 2007, Exhibit
10.2.
|
|
|
12
|
Ratio
of Earnings to Fixed Charges.
|
|
|
13
|
Portions
of Emerson Electric Co. Annual Report to Stockholders for the year
ended
September 30, 2007, incorporated by reference
herein.
|
|
Subsidiaries
of Emerson Electric Co.
|
|
|
23
|
Consent
of Independent Registered Public Accounting Firm.
|
|
|
24
|
Power
of Attorney.
|
|
|
31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
|
|
|
|
*
Management contract or compensatory
plan.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
EMERSON
ELECTRIC CO.
|
|
By
|
/s/ |
W.
J. Galvin
|
|
|
W.
J. Galvin
|
|
|
Senior
Executive Vice President
|
|
|
and
Chief Financial Officer
|
Date:
November 19, 2007
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below on November 19, 2007, by the following persons on behalf of
the
registrant and in the capacities indicated.
Signature
|
|
Title
|
|
|
|
/s/
D. N. Farr
|
|
Chairman
of the Board, Chief Executive Officer, President
and Director
|
D. N. Farr
|
|
|
|
|
|
/s/
W. J. Galvin
|
|
Senior
Executive Vice President, Chief Financial Officer and
Director
|
W. J. Galvin
|
|
|
|
|
|
/s/
R. J. Schlueter
|
|
Vice
President and Chief Accounting Officer
|
R. J. Schlueter
|
|
|
|
|
|
*
|
|
Director
|
A.
A. Busch III
|
|
|
|
|
|
*
|
|
Director
|
D.
C. Farrell
|
|
|
|
|
|
*
|
|
Director
|
C.
Fernandez G.
|
|
|
|
|
|
*
|
|
Director
|
A.
F. Golden
|
|
|
|
|
|
*
|
|
Director
|
R.
B. Horton
|
|
|
*
|
|
Director
|
V.
R. Loucks, Jr.
|
|
|
|
|
|
*
|
|
Director
|
J.
B. Menzer
|
|
|
|
|
|
*
|
|
Director
|
C.
A. Peters
|
|
|
|
|
|
*
|
|
Director
|
J.
W. Prueher
|
|
|
|
|
|
*
|
|
Director
|
R.
L. Ridgway
|
|
|
|
|
|
*
|
|
Director
|
R.
L. Stephenson
|
|
|
|
*
By
|
/s/
W. J. Galvin
|
|
|
W. J. Galvin
|
|
|
Attorney-in-fact
|
INDEX
TO EXHIBITS
Exhibits
are listed by numbers corresponding to the Exhibit Table of Item 601 in
Regulation S-K.
Exhibit
No.
|
|
Exhibit
|
|
|
|
10(c)*
|
|
Amended
and Restated Emerson Electric Co. Continuing Compensation Plan
for
Non-Management Directors
|
|
|
|
10(d)*
|
|
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
|
|
|
|
10(f)
*
|
|
Amended
and Restated Emerson Electric Co. Pension Restoration Plan and
Forms of
Participation Award Letter, Acceptance of Award, and Benefit Election
Forms (applicable only with respect to benefits after January 1,
2005)
|
|
|
|
10(h)
*
|
|
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)
|
|
|
|
10(i)*
|
|
Amended
and Restated Emerson Electric Co. Annual Incentive Plan and Form
of
Acceptance of Award
|
|
|
|
10(j)*
|
|
Amendment
for 409A Compliance to 1997 Incentive Shares Plan
|
|
|
|
10(q)*
|
|
Amendment
for 409A Compliance to Emerson Electric Co. 2006 Incentive Shares
Plan and
Forms of Performance Share Award Certificate, Acceptance of Award
and
Restricted Share Award Agreement
|
|
|
|
12
|
|
Ratio
of Earnings to Fixed Charges
|
|
|
|
13
|
|
Portions
of Emerson Electric Co. Annual Report to Stockholders for the year
ended
September 30, 2007, incorporated by reference herein
|
|
|
|
21
|
|
Subsidiaries
of Emerson Electric Co.
|
|
|
|
23
|
|
Consent
of Independent Registered Public Accounting Firm
|
|
|
|
24
|
|
Power
of Attorney
|
|
|
|
31
|
|
Certifications
pursuant to Exchange Act Rule 13a – 14(a)
|
|
|
|
32
|
|
Certifications
pursuant to Exchange Act Rule 13a – 14(b) and 18 U.S.C. Section
1350
|
*Management
contract or compensatory plan.
See
Item 15(A) 3. for a list of exhibits incorporated by reference.