|
Missouri
(State
or other jurisdiction of
incorporation
or organization)
|
|
43-0259330
(I.R.S.
Employer
Identification
No.)
|
|
8000
W. Florissant Ave.
P.O.
Box 4100
St.
Louis, Missouri
|
|
63136
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
Title
of each class
|
|
Name
of each exchange on which registered
|
|
Common
Stock of $0.50 par value per share
|
|
New
York Stock Exchange
Chicago
Stock Exchange
|
|
Preferred
Stock Purchase Rights
|
|
New
York Stock Exchange
Chicago
Stock Exchange
|
|
·
|
Process
Management, providing measurement, control and diagnostic capabilities
for
automated industrial processes producing items such as foods, fuels,
medicines and power
|
|
·
|
Industrial
Automation, bringing integrated manufacturing solutions to diverse
industries worldwide
|
|
·
|
Network
Power, providing power and environmental conditioning and reliability
to
help keep telecommunication systems, data networks and critical
business
applications continuously operating
|
|
·
|
Climate
Technologies, enhancing household and commercial comfort as well
as food
safety and energy efficiency through air-conditioning and refrigeration
technology
|
|
·
|
Appliance
and Tools, providing uniquely designed motors for a broad range
of
applications, appliances and integrated appliance solutions, and
tools for
both homeowners and professionals, as well as home and commercial
storage
systems
|
|
(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
|
|
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
|
|
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
|
||||||||
|
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
|
||||||||||
|
Plan
Category
|
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.
|
| 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.
|
|
EMERSON
ELECTRIC CO.
|
||
|
By
|
/s/ |
W.
J. Galvin
|
|
W.
J. Galvin
|
||
|
Senior
Executive Vice President
|
||
|
and
Chief Financial Officer
|
||
|
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
|
|
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
|