UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ____________________ to __________________

Commission file number 1-278

EMERSON ELECTRIC CO.

(Exact name of registrant as specified in its charter)


Missouri		43-0259330
(State or other jurisdiction of incorporation or organization)		(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)

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock of $0.50 par value per share	EMR	New York Stock Exchange
		NYSE Chicago
0.375% Notes due 2024	EMR 24	New York Stock Exchange
1.250% Notes due 2025	EMR 25A	New York Stock Exchange
2.000% Notes due 2029	EMR 29	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common stock of $0.50 par value per share outstanding at ~~January~~March 31, 2021: ~~600,029,672~~599.7 million shares.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Earnings

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three and six months ended ~~December~~March 31, ~~2019~~2020 and ~~2020~~2021

(Dollars in millions, except per share amounts; unaudited)


		Three Months Ended December 31,			Three Months Ended March 31,				Six Months Ended March 31,
		2019		2020			2020		2021	2020	2021
Net sales	Net sales	$	4,151	4,161		Net sales	$	4,162	4,431	8,313	8,592

Costs and expenses:	Costs and expenses:					Costs and expenses:
Cost of sales	Cost of sales	2,392		2,438		Cost of sales	2,412		2,569	4,804	5,007
Selling, general and administrative expenses	Selling, general and administrative expenses	1,123		998		Selling, general and administrative expenses	983		1,054	2,106	2,052
Other deductions, net	Other deductions, net	178		122		Other deductions, net	42		33	220	155
Interest expense (net of interest income of $6 and $2, respectively)		35		40
Interest expense (net of interest income of $6, $4, $12 and $6, respectively)						Interest expense (net of interest income of $6, $4, $12 and $6, respectively)	36		38	71	78

Earnings before income taxes	Earnings before income taxes	423		563		Earnings before income taxes	689		737	1,112	1,300

Income taxes	Income taxes	94		111		Income taxes	165		169	259	280

Net earnings	Net earnings	329		452		Net earnings	524		568	853	1,020

Less: Noncontrolling interests in earnings of subsidiaries	Less: Noncontrolling interests in earnings of subsidiaries	3		7		Less: Noncontrolling interests in earnings of subsidiaries	7		7	10	14

Net earnings common stockholders	Net earnings common stockholders	$	326	445		Net earnings common stockholders	$	517	561	843	1,006

Basic earnings per share common stockholders	Basic earnings per share common stockholders	$	0.53	0.74		Basic earnings per share common stockholders	$	0.85	0.94	1.38	1.68

Diluted earnings per share common stockholders	Diluted earnings per share common stockholders	$	0.53	0.74		Diluted earnings per share common stockholders	$	0.84	0.93	1.37	1.67

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three and six months ended ~~December~~March 31, ~~2019~~2020 and ~~2020~~2021

(Dollars in millions; unaudited)

Three Months Ended December 31,
2019 2020
Net earnings $ 329 452
Other comprehensive income (loss), net of tax:
Foreign currency translation 99 189
Pension and postretirement 28 27
Cash flow hedges 19 31
Total other comprehensive income (loss) 146 247
Comprehensive income 475 699
Less: Noncontrolling interests in comprehensive income of subsidiaries 3 7
Comprehensive income common stockholders $ 472 692


	Three Months Ended March 31,				Six Months Ended March 31,
		2020		2021		2020	2021
Net earnings		$	524	568		853	1,020

Other comprehensive income (loss), net of tax:
Foreign currency translation		(281)		(21)		(182)	168
Pension and postretirement		30		27		58	54
Cash flow hedges		(75)		1		(56)	32
Total other comprehensive income (loss)		(326)		7		(180)	254

Comprehensive income		198		575		673	1,274

Less: Noncontrolling interests in comprehensive income of subsidiaries		8		6		11	13
Comprehensive income common stockholders		$	190	569		662	1,261

See accompanying Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

EMERSON ELECTRIC CO. & SUBSIDIARIES

(Dollars and shares in millions, except per share amounts; unaudited)


		Sept 30, 2020		Dec 31, 2020		Sept 30, 2020		Mar 31, 2021
ASSETS	ASSETS				ASSETS
Current assets	Current assets				Current assets
Cash and equivalents	Cash and equivalents	$	3,315	2,197	Cash and equivalents	$	3,315	2,342
Receivables, less allowances of $138 and $140, respectively		2,802		2,652
Receivables, less allowances of $138 and $129, respectively					Receivables, less allowances of $138 and $129, respectively	2,802		2,754
Inventories	Inventories	1,928		2,013	Inventories	1,928		2,016
Other current assets	Other current assets	761		819	Other current assets	761		849

Total current assets	Total current assets	8,806		7,681	Total current assets	8,806		7,961

Property, plant and equipment, net	Property, plant and equipment, net	3,688		3,693	Property, plant and equipment, net	3,688		3,663
Other assets	Other assets				Other assets
Goodwill	Goodwill	6,734		7,832	Goodwill	6,734		7,787
Other intangible assets	Other intangible assets	2,468		3,196	Other intangible assets	2,468		3,095
Other	Other	1,186		1,276	Other	1,186		1,294

Total other assets	Total other assets	10,388		12,304	Total other assets	10,388		12,176
Total assets	Total assets	$	22,882	23,678	Total assets	$	22,882	23,800

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY				LIABILITIES AND EQUITY
Current liabilities	Current liabilities				Current liabilities
Short-term borrowings and current maturities of long-term debt	Short-term borrowings and current maturities of long-term debt	$	1,160	1,717	Short-term borrowings and current maturities of long-term debt	$	1,160	1,456
Accounts payable	Accounts payable	1,715		1,694	Accounts payable	1,715		1,797
Accrued expenses	Accrued expenses	2,910		2,965	Accrued expenses	2,910		3,041

Total current liabilities	Total current liabilities	5,785		6,376	Total current liabilities	5,785		6,294

Long-term debt	Long-term debt	6,326		5,892	Long-term debt	6,326		5,823

Other liabilities	Other liabilities	2,324		2,471	Other liabilities	2,324		2,503

Equity	Equity				Equity
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 598.0 shares and 599.8 shares, respectively		477		477
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 598.0 shares and 599.7 shares, respectively					Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 598.0 shares and 599.7 shares, respectively	477		477
Additional paid-in-capital	Additional paid-in-capital	470		499	Additional paid-in-capital	470		511
Retained earnings	Retained earnings	24,955		25,096	Retained earnings	24,955		25,354
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,577)		(1,330)	Accumulated other comprehensive income (loss)	(1,577)		(1,322)
Cost of common stock in treasury, 355.4 shares and 353.6 shares, respectively		(15,920)		(15,847)
Cost of common stock in treasury, 355.4 shares and 353.7 shares, respectively					Cost of common stock in treasury, 355.4 shares and 353.7 shares, respectively	(15,920)		(15,890)
Common stockholders’ equity	Common stockholders’ equity	8,405		8,895	Common stockholders’ equity	8,405		9,130
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	42		44	Noncontrolling interests in subsidiaries	42		50
Total equity	Total equity	8,447		8,939	Total equity	8,447		9,180
Total liabilities and equity	Total liabilities and equity	$	22,882	23,678	Total liabilities and equity	$	22,882	23,800

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Equity

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three and six months ended ~~December~~March 31, ~~2019~~2020 and ~~2020~~2021

(Dollars in millions; unaudited)

Three Months Ended December 31,
2019 2020
Common stock $ 477 477
Additional paid-in-capital
     Beginning balance 393 470
     Stock plans 54 29
        Ending balance 447 499
Retained earnings
     Beginning balance 24,199 24,955
     Net earnings common stockholders 326 445
Dividends paid (per share: $0.50 and $0.505, respectively) (305) (303)
     Adoption of accounting standard 0 (1)
        Ending balance 24,220 25,096
Accumulated other comprehensive income (loss)
     Beginning balance (1,722) (1,577)
     Foreign currency translation 99 189
     Pension and postretirement 28 27
     Cash flow hedges 19 31
        Ending balance (1,576) (1,330)
Treasury stock
     Beginning balance (15,114) (15,920)
     Purchases (129) (13)
     Issued under stock plans 96 86
        Ending balance (15,147) (15,847)
Common stockholders' equity 8,421 8,895
Noncontrolling interests in subsidiaries
     Beginning balance 40 42
     Net earnings 3 7
     Dividends paid (5) (5)
        Ending balance 38 44
Total equity $ 8,459 8,939


	Three Months Ended March 31,			Six Months Ended March 31,
	2020		2021	2020	2021

Common stock	$	477	477	477	477

Additional paid-in-capital
Beginning balance	447		499	393	470
Stock plans	6		12	60	41

Ending balance	453		511	453	511

Retained earnings
Beginning balance	24,220		25,096	24,199	24,955
Net earnings common stockholders	517		561	843	1,006
Dividends paid (per share: $0.50, $0.505, $1.00 and $1.01, respectively)	(306)		(303)	(611)	(606)
Adoption of accounting standard	0		0	0	(1)
Ending balance	24,431		25,354	24,431	25,354

Accumulated other comprehensive income (loss)
Beginning balance	(1,576)		(1,330)	(1,722)	(1,577)
Foreign currency translation	(282)		(20)	(183)	169
Pension and postretirement	30		27	58	54
Cash flow hedges	(75)		1	(56)	32
Ending balance	(1,903)		(1,322)	(1,903)	(1,322)

Treasury stock
Beginning balance	(15,147)		(15,847)	(15,114)	(15,920)
Purchases	(813)		(69)	(942)	(82)
Issued under stock plans	19		26	115	112
Ending balance	(15,941)		(15,890)	(15,941)	(15,890)

Common stockholders' equity	7,517		9,130	7,517	9,130

Noncontrolling interests in subsidiaries
Beginning balance	38		44	40	42
Net earnings	7		7	10	14
Other comprehensive income	1		(1)	1	(1)
Dividends paid	0		0	(5)	(5)

Ending balance	46		50	46	50

Total equity	$	7,563	9,180	7,563	9,180

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

EMERSON ELECTRIC CO. & SUBSIDIARIES

~~Three~~Six Months Ended ~~December~~March 31, ~~2019~~2020 and ~~2020~~2021

(Dollars in millions; unaudited)


		Three Months Ended				Six Months Ended
		December 31,				March 31,
		2019		2020		2020		2021
Operating activities	Operating activities				Operating activities
Net earnings	Net earnings	$	329	452	Net earnings	$	853	1,020

Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:				Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	211		244	Depreciation and amortization	422		483
Stock compensation	Stock compensation	56		64	Stock compensation	18		125
Pension expense	Pension expense	17		8	Pension expense	34		16
Changes in operating working capital	Changes in operating working capital	(180)		71	Changes in operating working capital	(260)		66

Other, net	Other, net	(9)		(31)	Other, net	(55)		(95)

Cash provided by operating activities	Cash provided by operating activities	424		808	Cash provided by operating activities	1,012		1,615

Investing activities	Investing activities				Investing activities
Capital expenditures	Capital expenditures	(114)		(122)	Capital expenditures	(225)		(222)
Purchases of businesses, net of cash and equivalents acquired	Purchases of businesses, net of cash and equivalents acquired	0		(1,611)	Purchases of businesses, net of cash and equivalents acquired	(96)		(1,611)

Other, net	Other, net	(17)		13	Other, net	(42)		61

Cash used in investing activities	Cash used in investing activities	(131)		(1,720)	Cash used in investing activities	(363)		(1,772)

Financing activities	Financing activities				Financing activities
Net increase in short-term borrowings	Net increase in short-term borrowings	754		340	Net increase in short-term borrowings	2,076		60

Proceeds from short-term borrowings greater than three months					Proceeds from short-term borrowings greater than three months	433		0

Payments of long-term debt	Payments of long-term debt	(502)		(301)	Payments of long-term debt	(502)		(301)
Dividends paid	Dividends paid	(305)		(303)	Dividends paid	(611)		(606)
Purchases of common stock	Purchases of common stock	(129)		(13)	Purchases of common stock	(942)		(78)
Other, net	Other, net	20		42	Other, net	39		83
Cash used in financing activities		(162)		(235)
Cash provided by (used in) financing activities					Cash provided by (used in) financing activities	493		(842)

Effect of exchange rate changes on cash and equivalents	Effect of exchange rate changes on cash and equivalents	10		29	Effect of exchange rate changes on cash and equivalents	(53)		26
Increase (Decrease) in cash and equivalents	Increase (Decrease) in cash and equivalents	141		(1,118)	Increase (Decrease) in cash and equivalents	1,089		(973)
Beginning cash and equivalents	Beginning cash and equivalents	1,494		3,315	Beginning cash and equivalents	1,494		3,315
Ending cash and equivalents	Ending cash and equivalents	$	1,635	2,197	Ending cash and equivalents	$	2,583	2,342

Changes in operating working capital	Changes in operating working capital				Changes in operating working capital
Receivables	Receivables	$	281	232	Receivables	$	283	75
Inventories	Inventories	(167)		(37)	Inventories	(216)		(61)
Other current assets	Other current assets	32		18	Other current assets	32		(16)
Accounts payable	Accounts payable	(225)		(37)	Accounts payable	(290)		55
Accrued expenses	Accrued expenses	(101)		(105)	Accrued expenses	(69)		13

Total changes in operating working capital	Total changes in operating working capital	$	(180)	71	Total changes in operating working capital	$	(260)	66

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

EMERSON ELECTRIC CO. & SUBSIDIARIES

(Dollars and shares in millions, except per share amounts or where noted)

(1) BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2020. Certain prior year amounts have been reclassified to conform to current year presentation. See Note 12.

Effective October 1, 2020, the Company adopted two accounting standard updates and one new accounting standard which had an immaterial impact on the Company's financial statements as of and for the ~~three~~six months ended ~~December~~March 31, ~~2020.~~2021. These included:

•Updates to ASC 350, Intangibles - Goodwill and Other, which eliminate the requirement to measure impairment based on the implied fair value of goodwill compared to the carrying amount of a reporting unit’s goodwill. Instead, goodwill impairment will be measured as the excess of a reporting unit’s carrying amount over its estimated fair value.

•Updates to ASC 350, Intangibles - Goodwill and Other, which align the requirements for capitalizing implementation costs incurred in a software hosting arrangement with the requirements for costs incurred to develop or obtain internal-use software.

•Adoption of ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach to estimate lifetime expected credit losses on certain types of financial instruments, including trade receivables.

(2) REVENUE RECOGNITION

Emerson is a global manufacturer that combines technology and engineering to provide innovative solutions to its customers, largely in the form of tangible products. The vast majority of the Company's revenues relate to a broad offering of manufactured products which are recognized at the point in time when control transfers, while a smaller portion is recognized over time or relates to sales arrangements with multiple performance obligations. See Note 12 for additional information about the Company's revenues.

The following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other current assets, and its customer advances (contract liabilities), which are reported in Accrued expenses.


		Sept 30, 2020			Dec 31, 2020			Sept 30, 2020			Mar 31, 2021
Unbilled receivables (contract assets)	Unbilled receivables (contract assets)		$	458		503	Unbilled receivables (contract assets)		$	458		472
Customer advances (contract liabilities)	Customer advances (contract liabilities)		(583)			(699)	Customer advances (contract liabilities)		(583)			(749)
Net contract liabilities	Net contract liabilities		$	(125)		(196)	Net contract liabilities		$	(125)		(277)

The majority of the Company's contract balances relate to arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule. The increase in net contract liabilities was due to customer billings which exceeded revenue recognized for performance completed during the period. Revenue recognized for the three and six months ended ~~December~~March 31, ~~2020~~2021 included ~~approximately $257~~$105 and $362 that was included in the beginning contract liability balance. Other factors that impacted the change in net contract liabilities were immaterial. Revenue recognized for the three and six months ended ~~December~~March 31, ~~2020~~2021 for performance obligations that

were satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material.

As of ~~December~~March 31, ~~2020,~~2021, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately ~~$6.0~~$6.3 billion. The Company expects to recognize approximately 80 percent of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years thereafter.

(3) WEIGHTED-AVERAGE COMMON SHARES

Reconciliations of weighted-average shares for basic and diluted earnings per common share follow. Earnings allocated to participating securities were inconsequential.


		Three Months Ended December 31,		Three Months Ended March 31,			Six Months Ended March 31,
		2019	2020			2020	2021	2020	2021

Basic shares outstanding	Basic shares outstanding	610.0	598.5		Basic shares outstanding	607.4	599.4	608.7	599.0
Dilutive shares	Dilutive shares	4.1	3.4		Dilutive shares	3.6	3.4	3.9	3.3
Diluted shares outstanding	Diluted shares outstanding	614.1	601.9		Diluted shares outstanding	611.0	602.8	612.6	602.3

(4) ACQUISITIONS AND DIVESTITURES

On October 1, 2020, the Company completed the acquisition of Open Systems International, Inc. (OSI), a leading operations technology software provider in the global power industry, for approximately $1.6 billion, net of cash acquired. This business, which has annual sales of approximately $170 and is reported in the Automation Solutions segment, ~~will expand~~expands the Company's offerings in the power industry to include the digitization and modernization of the electric grid. The Company recognized goodwill of ~~$966~~$960 (NaN of which is expected to be tax deductible), identifiable intangible assets of ~~$768,~~$783, primarily intellectual property and customer relationships with a weighted-average useful life of approximately 11 years, and deferred tax liabilities of approximately $185. Valuations of these assets and liabilities are ~~in-process~~in process and subject to refinement. Results of operations for the three months ended ~~December~~March 31, ~~2020~~2021 included first-year pretax acquisition accounting charges related to backlog amortization and deferred revenue of ~~$11~~$6 and $4, respectively, while year-to-date results included $17 and $8, respectively.

On November 17, 2020, the Company acquired the remaining interest of an equity investment for approximately $19, net of cash acquired.

The Company acquired 3 businesses in fiscal 2020, 2 in the Automation Solutions segment and 1 in the Climate Technologies segment, for $126, net of cash acquired.

(5) PENSION & POSTRETIREMENT PLANS

Total periodic pension and postretirement (income) expense is summarized below:


		Three Months Ended December 31,				Three Months Ended March 31,				Six Months Ended March 31,
			2019		2020			2020			2021	2020	2021
Service cost	Service cost		$	22	21		Service cost	$	22		21	44	42
Interest cost	Interest cost		40		32		Interest cost	40			32	80	64
Expected return on plan assets	Expected return on plan assets		(84)		(84)		Expected return on plan assets	(84)			(84)	(168)	(168)
Net amortization	Net amortization		37		35		Net amortization	38			35	75	70
Total	Total		$	15	4		Total	$	16		4	31	8

(6) OTHER DEDUCTIONS, NET

Other deductions, net are summarized below:


		Three Months Ended December 31,				Three Months Ended March 31,					Six Months Ended March 31,
		2019			2020			2020				2021	2020	2021

Amortization of intangibles (intellectual property and customer relationships)	Amortization of intangibles (intellectual property and customer relationships)		$	59	78		Amortization of intangibles (intellectual property and customer relationships)		$	59		74	118	152
Restructuring costs	Restructuring costs		97		66		Restructuring costs		31			17	128	83
Special advisory fees	Special advisory fees		13		0		Special advisory fees		0			0	13	0
Other	Other		9		(22)		Other		(48)			(58)	(39)	(80)
Total	Total		$	178	122		Total		$	42		33	220	155

~~In the first quarter of fiscal 2021, the~~The increase in intangibles amortization for the three and six months ended March 31, 2021 was due to the OSI acquisition, including backlog amortization of ~~$11~~$6 an.d $17, respectively. The change in Other ~~included~~reflects investment-related gains, including an investment gain of $21 and a gain from ~~acquiring~~the acquisition of the remaining interest of an equity investment of ~~$17. The impact~~$17 recognized in the first quarter of ~~pensions was favorable by $11, offset by fees related to~~fiscal 2021, and a gain of $31 on the ~~OSI acquisition~~sale of ~~$6 and~~ an ~~unfavorable impact from~~equity investment in the second quarter. Unfavorable foreign currency transactions ~~of $7.~~negatively impacted results for the three and six months ended March 31, 2021 by $22 and $29, respectively.

(7) RESTRUCTURING COSTS

Restructuring expense reflects costs associated with the Company’s ongoing efforts to improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis. Costs incurred in the first ~~three~~six months of fiscal 2021 relate to the Company's initiatives to improve operating margins that began in the third quarter of fiscal 2019 and ~~expanded actions~~were increased in response to the effects of the COVID-19 pandemic on demand for the Company's products. Expenses incurred in the first ~~three~~six months of fiscal 2021 included workforce reductions of approximately ~~800~~1,700 employees. The Company expects fiscal 2021 restructuring expense and related costs to be approximately $200, including costs to complete actions initiated in the first ~~three~~six months of the year.

Restructuring expense by business segment follows:


		Three Months Ended December 31,					Three Months Ended March 31,					Six Months Ended March 31,
		2019			2020			2020		2021			2020	2021

Automation Solutions	Automation Solutions		$	83		64			Automation Solutions	$	23		12	106	76

Climate Technologies	Climate Technologies		7			1			Climate Technologies	2			3	9	4
Tools & Home Products	Tools & Home Products		3			1			Tools & Home Products	5			1	8	2
Commercial & Residential Solutions	Commercial & Residential Solutions		10			2			Commercial & Residential Solutions	7			4	17	6

Corporate	Corporate		4			0			Corporate	1			1	5	1

Total	Total		$	97		66			Total	$	31		17	128	83

Details of the change in the liability for restructuring costs during the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 follow:


		Sept 30, 2020			Expense		Utilized/Paid		Dec 31, 2020			Sept 30, 2020			Expense		Utilized/Paid		Mar 31, 2021

Severance and benefits	Severance and benefits		$	176		61		28		209	Severance and benefits		$	176		71		71		176

Other	Other		5			5		6		4	Other		5			12		13		4
Total	Total		$	181		66		34		213	Total		$	181		83		84		180

The tables above do not include $3$9 and $4 of costs related to restructuring actions incurred for the three months ended ~~December~~March 31, 2020 and 2021, respectively, that are required to be reported in cost of sales and selling, general and administrative ~~expenses.~~ expenses, while year-to-date amounts are $9 and $7, respectively.

(8) ~~INCOME~~ TAXES

Income taxes were ~~$111~~$169 in the ~~first~~second quarter of fiscal 2021 and ~~$94~~$165 in 2020, resulting in effective tax rates of 2023 percent and 2224 percent, respectively. The current year and prior year ~~rates~~rate included ~~favorable~~unfavorable discrete tax items which ~~reduced~~increased the ~~rates 2 percentage points and~~rate 1 percentage point in both years.

Income taxes were $280 for the first six months of 2021 and $259 for 2020, resulting in effective tax rates of 22 percent and 23 percent, respectively.

On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic, and among other things, provides tax relief to businesses. Tax provisions of the CARES Act include the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company deferred $73 of certain payroll taxes through the end of calendar year 2020, half of which is due in December 2021 with the remainder due in December 2022.

(9) OTHER FINANCIAL INFORMATION


		Sept 30, 2020			Dec 31, 2020			Sept 30, 2020			Mar 31, 2021
Inventories	Inventories						Inventories
Finished products	Finished products		$	584		621	Finished products		$	584		622
Raw materials and work in process	Raw materials and work in process		1,344			1,392	Raw materials and work in process		1,344			1,394
Total	Total		$	1,928		2,013	Total		$	1,928		2,016


Property, plant and equipment, net	Property, plant and equipment, net				Property, plant and equipment, net
Property, plant and equipment, at cost	Property, plant and equipment, at cost	$	9,055	9,196	Property, plant and equipment, at cost	$	9,055	9,227
Less: Accumulated depreciation	Less: Accumulated depreciation	5,367		5,503	Less: Accumulated depreciation	5,367		5,564
Total	Total	$	3,688	3,693	Total	$	3,688	3,663


Goodwill by business segment	Goodwill by business segment				Goodwill by business segment
Automation Solutions	Automation Solutions	$	5,583	6,638	Automation Solutions	$	5,583	6,603

Climate Technologies	Climate Technologies	730		757	Climate Technologies	730		757
Tools & Home Products	Tools & Home Products	421		437	Tools & Home Products	421		427
Commercial & Residential Solutions	Commercial & Residential Solutions	1,151		1,194	Commercial & Residential Solutions	1,151		1,184

Total	Total	$	6,734	7,832	Total	$	6,734	7,787


Other intangible assets	Other intangible assets				Other intangible assets
Gross carrying amount	Gross carrying amount	$	5,106	5,964	Gross carrying amount	$	5,106	5,963
Less: Accumulated amortization	Less: Accumulated amortization	2,638		2,768	Less: Accumulated amortization	2,638		2,868
Net carrying amount	Net carrying amount	$	2,468	3,196	Net carrying amount	$	2,468	3,095

Other intangible assets include customer relationships, net of $1,328 and ~~$1,635~~$1,597 as of September 30, 2020 and ~~December~~March 31, ~~2020,~~2021, respectively. The increases in goodwill and other intangible assets reflect the acquisition of OSI. See Note 4.


Other assets include the following:	Other assets include the following:				Other assets include the following:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	508	534	Operating lease right-of-use assets	$	508	523
Pension assets	Pension assets	265		322	Pension assets	265		374
Deferred income taxes	Deferred income taxes	99		102	Deferred income taxes	99		108
Asbestos-related insurance receivables	Asbestos-related insurance receivables	100		98	Asbestos-related insurance receivables	100		97


		Sept 30, 2020			Dec 31, 2020			Sept 30, 2020			Mar 31, 2021
Accrued expenses include the following:	Accrued expenses include the following:						Accrued expenses include the following:
Customer advances (contract liabilities)	Customer advances (contract liabilities)		$	583		699	Customer advances (contract liabilities)		$	583		749
Employee compensation	Employee compensation		577			443	Employee compensation		577			516
Product warranty	Product warranty		148			154	Product warranty		148			152
Operating lease liabilities (current)	Operating lease liabilities (current)		148			152	Operating lease liabilities (current)		148			150


Other liabilities include the following:	Other liabilities include the following:				Other liabilities include the following:
Pension and postretirement liabilities	Pension and postretirement liabilities	$	769	790	Pension and postretirement liabilities	$	769	781
Deferred income taxes	Deferred income taxes	261		411	Deferred income taxes	261		429
Operating lease liabilities (noncurrent)	Operating lease liabilities (noncurrent)	373		398	Operating lease liabilities (noncurrent)	373		389
Asbestos litigation	Asbestos litigation	295		276	Asbestos litigation	295		272

The increase in deferred income taxes is largely due to the OSI acquisition.

(10) FINANCIAL INSTRUMENTS

Following is a discussion regarding the Company’s use of financial instruments:

Hedging Activities – As of ~~December~~March 31, ~~2020,~~2021, the notional amount of foreign currency hedge positions was approximately ~~$2.2~~$2.1 billion, and commodity hedge contracts totaled approximately ~~$81~~$111 (primarily 3339 million pounds of copper and aluminum). All derivatives receiving hedge accounting are cash flow hedges. The majority of hedging gains and losses deferred as of ~~December~~March 31, ~~2020~~2021 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in Other deductions, net reflect hedges of balance sheet exposures that do not receive hedge accounting.

Net Investment Hedge – In fiscal 2019, the Company issued euro-denominated debt of €1.5 billion. The euro notes reduce foreign currency risk associated with the Company's international subsidiaries that use the euro as their functional currency and have been designated as a hedge of a portion of the investment in these operations. Foreign currency gains or losses associated with the euro-denominated debt are deferred in accumulated other comprehensive income (loss) and will remain until the hedged investment is sold or substantially liquidated.

The following gains and losses are included in earnings and other comprehensive income (OCI) for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019:~~2020:


			Into Earnings			Into OCI				Into Earnings				Into OCI
			1st Quarter				1st Quarter				2nd Quarter			Six Months			2nd Quarter		Six Months
Gains (Losses)	Gains (Losses)	Location	2019		2020			2019	2020			Gains (Losses)	Location	2020		2021	2020	2021	2020	2021	2020	2021
Commodity	Commodity	Cost of sales	$	(3)	3			7	13			Commodity	Cost of sales	$	(1)	8	(4)	11	(23)	13	(16)	26
Foreign currency	Foreign currency	Sales	(2)		1			3	5			Foreign currency	Sales	(1)		1	(3)	2	(8)	(2)	(5)	3
Foreign currency	Foreign currency	Cost of sales	7		0			17	27			Foreign currency	Cost of sales	4		2	11	2	(66)	0	(49)	27
Foreign currency	Foreign currency	Other deductions, net	8		(4)							Foreign currency	Other deductions, net	13		29	21	25

Net Investment Hedges	Net Investment Hedges											Net Investment Hedges
Euro denominated debt	Euro denominated debt							(26)	(80)			Euro denominated debt							57	53	31	(27)
Total	Total		$	10	0			1	(35)			Total		$	15	40	25	40	(40)	64	(39)	29

Regardless of whether derivatives and non-derivative financial instruments receive hedge accounting, the Company expects hedging gains or losses to be offset by losses or gains on the related underlying exposures. The amounts ultimately recognized will differ from those presented above for open positions, which remain subject to ongoing market price fluctuations until settlement. Derivatives receiving hedge accounting are highly effective and no amounts were excluded from the assessment of hedge effectiveness.

Fair Value Measurement – Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation ~~hierarchy.~~hierarchy. As of ~~December~~March 31, ~~2020,~~2021, the fair value of long-term debt was ~~$7.1~~$6.8 billion, which exceeded the

carrying value by ~~$704.~~$425. The fair values of commodity and foreign currency contracts were reported in Other current assets and Accrued expenses and did not materially change since September 30, 2020.

Counterparties to derivatives ~~arrangements~~arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below pre-established levels, counterparties can require immediate full collateralization of all derivatives in net liability positions. The maximum amount that could potentially have been required was immaterial. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. NaN collateral was posted with counterparties and NaN was held by the Company as of ~~December~~March 31, ~~2020.~~2021.

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in Accumulated other comprehensive income (loss) for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019~~2020 is shown below, net of income taxes:


		Three Months Ended December 31,				Three Months Ended March 31,				Six Months Ended March 31,
			2019		2020			2020			2021	2020	2021
Foreign currency translation	Foreign currency translation						Foreign currency translation
Beginning balance	Beginning balance		$	(794)	(711)		Beginning balance	$	(695)		(522)	(794)	(711)
Other comprehensive income (loss), net of tax of $6 and $19, respectively			99		189
Other comprehensive income (loss), net of tax of $(13), $(13), $(7) and $6, respectively							Other comprehensive income (loss), net of tax of $(13), $(13), $(7) and $6, respectively	(282)			(20)	(183)	169

Ending balance	Ending balance		(695)		(522)		Ending balance	(977)			(542)	(977)	(542)

Pension and postretirement	Pension and postretirement						Pension and postretirement
Beginning balance	Beginning balance		(928)		(864)		Beginning balance	(900)			(837)	(928)	(864)
Amortization of deferred actuarial losses into earnings, net of tax of $(9) and $(8), respectively			28		27
Amortization of deferred actuarial losses into earnings, net of tax of $(8), $(8), $(17) and $(16), respectively							Amortization of deferred actuarial losses into earnings, net of tax of $(8), $(8), $(17) and $(16), respectively	30			27	58	54

Ending balance	Ending balance		(900)		(837)		Ending balance	(870)			(810)	(870)	(810)

Cash flow hedges	Cash flow hedges						Cash flow hedges
Beginning balance	Beginning balance		0		(2)		Beginning balance	19			29	0	(2)
Deferral of gains (losses) arising during the period, net of tax of $(6) and $(11), respectively			21		34
Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $0 and $1, respectively			(2)		(3)
Deferral of gains (losses) arising during the period, net of tax of $23, $(2), $17 and $(13), respectively							Deferral of gains (losses) arising during the period, net of tax of $23, $(2), $17 and $(13), respectively	(74)			9	(53)	43
Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $1, $3, $1 and $4, respectively							Reclassification of realized (gains) losses to sales and cost of sales, net of tax of $1, $3, $1 and $4, respectively	(1)			(8)	(3)	(11)
Ending balance	Ending balance		19		29		Ending balance	(56)			30	(56)	30

Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)		$	(1,576)	(1,330)		Accumulated other comprehensive income (loss)	$	(1,903)		(1,322)	(1,903)	(1,322)

~~(12) BUSINESS SEGMENTS~~

~~Summarized information about the Company's results of operations by business segment follows:~~

Three Months Ended December 31,
Sales Earnings
2019 2020 2019 2020
Automation Solutions $ 2,852 2,692 310 361
Climate Technologies 873 1,031 151 212
Tools & Home Products 430 445 86 98
Commercial & Residential Solutions 1,303 1,476 237 310
Stock compensation (56) (64)
Unallocated pension and postretirement costs 13 24
Corporate and other (46) (28)
Eliminations/Interest (4) (7) (35) (40)
Total $ 4,151 4,161 423 563

(12) BUSINESS SEGMENTS

Summarized information about the Company's results of operations by business segment follows:


	Three Months Ended March 31,					Six Months Ended March 31,
	Sales			Earnings		Sales		Earnings
	2020		2021	2020	2021	2020	2021	2020	2021

Automation Solutions	$	2,709	2,793	391	471	5,561	5,485	701	832

Climate Technologies	1,026		1,160	217	245	1,899	2,191	368	457
Tools & Home Products	432		485	89	112	862	930	175	210
Commercial & Residential Solutions	1,458		1,645	306	357	2,761	3,121	543	667

Stock compensation				38	(61)			(18)	(125)
Unallocated pension and postretirement costs				12	23			25	47
Corporate and other				(22)	(15)			(68)	(43)
Eliminations/Interest	(5)		(7)	(36)	(38)	(9)	(14)	(71)	(78)
Total	$	4,162	4,431	689	737	8,313	8,592	1,112	1,300

In fiscal 2021, the Company reclassified certain software product sales that were previously reported in Measurement and Analytical Instrumentation to Systems & Software (previously described as Process Control Systems & Solutions). Automation Solutions sales by major product offering are summarized below, including the reclassification of prior year amounts to reflect this change.


		Three Months Ended December 31,				Three Months Ended March 31,				Six Months Ended March 31,
			2019		2020			2020			2021	2020	2021

Measurement & Analytical Instrumentation	Measurement & Analytical Instrumentation		$	795	698		Measurement & Analytical Instrumentation	$	776		732	1,571	1,430
Valves, Actuators & Regulators	Valves, Actuators & Regulators		913		806		Valves, Actuators & Regulators	854			836	1,767	1,642
Industrial Solutions	Industrial Solutions		507		508		Industrial Solutions	494			555	1,001	1,063
Systems & Software	Systems & Software		637		680		Systems & Software	585			670	1,222	1,350
Automation Solutions	Automation Solutions		$	2,852	2,692		Automation Solutions	$	2,709		2,793	5,561	5,485

Depreciation and amortization (includes intellectual property, customer relationships and capitalized software) by business segment are summarized below:


		Three Months Ended December 31,				Three Months Ended March 31,				Six Months Ended March 31,
			2019		2020			2020			2021	2020	2020
Automation Solutions	Automation Solutions		$	139	156		Automation Solutions	$	138		156	277	312

Climate Technologies	Climate Technologies		44		49		Climate Technologies	45			47	89	96
Tools & Home Products	Tools & Home Products		19		19		Tools & Home Products	19			20	38	39
Commercial & Residential Solutions	Commercial & Residential Solutions		63		68		Commercial & Residential Solutions	64			67	127	135

Corporate and other	Corporate and other		9		20		Corporate and other	9			16	18	36
Total	Total		$	211	244		Total	$	211		239	422	483

~~Sales by geographic destination are summarized below:~~

Three Months Ended December 31,
2019 2020
Automation Solutions Commercial & Residential Solutions Total Automation Solutions Commercial & Residential Solutions Total
Americas $ 1,410 863 2,273 1,168 981 2,149
Asia, Middle East & Africa 896 277 1,173 942 308 1,250
Europe 546 163 709 582 187 769
Total $ 2,852 1,303 4,155 2,692 1,476 4,168

Sales by geographic destination are summarized below:


	Three Months Ended March 31,
	2020				2021
	Automation Solutions		Commercial & Residential Solutions	Total	Automation Solutions	Commercial & Residential Solutions	Total

Americas	$	1,346	1,037	2,383	1,223	1,119	2,342
Asia, Middle East & Africa	830		235	1,065	953	305	1,258
Europe	533		186	719	617	221	838
Total	$	2,709	1,458	4,167	2,793	1,645	4,438

	Six Months Ended March 31,
	2020				2021
	Automation Solutions		Commercial & Residential Solutions	Total	Automation Solutions	Commercial & Residential Solutions	Total

Americas	$	2,756	1,900	4,656	2,390	2,100	4,490
Asia, Middle East & Africa	1,726		512	2,238	1,896	613	2,509
Europe	1,079		349	1,428	1,199	408	1,607
Total	$	5,561	2,761	8,322	5,485	3,121	8,606

Items 2 and 3.

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Dollars are in millions, except per share amounts or where noted)

OVERVIEW

For the ~~first~~second quarter of fiscal 2021, net sales were ~~$4.2~~$4.4 billion, ~~flat~~up 6 percent compared with the prior year, supported by foreign currency translation which added 13 percent and the Open Systems International, Inc. (OSI) acquisition which added 1 percent. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were ~~down~~up 2 percent. Automation Solutions underlying sales were down ~~high single-digits, reflecting~~slightly compared to the prior year, but continued ~~demand challenges~~to improve sequentially as global markets recover from the impacts of COVID-19. Sales in North ~~American~~America were down 15 percent as automation markets remained weak, but hybrid and discrete markets improved sequentially. Sales rebounded sharply in China (up 42 percent) due to ~~COVID-19, with sales down 20 percent, while~~easier comparisons and Europe ~~and Asia, Middle East & Africa improved and were~~was up ~~modestly.~~6 percent. Commercial & Residential Solutions underlying sales were up sharply, reflecting ~~robust demand~~growth across all businesses and geographies. Demand for residential-oriented products and solutions in North America and global cold chain end markets were strong, ~~growth~~while sales in ~~Europe and Asia, Middle East & Africa.~~China rebounded sharply.

Net earnings common stockholders were ~~$445,~~$561, up 369 percent, and diluted earnings per share were ~~$0.74,~~$0.93, up 4011 percent compared with ~~$0.53~~$0.84 in the prior year. Operating results increased ~~$0.10~~$0.14 per share ason strong segment margins, reflecting significant savings from the Company's restructuring and cost reset ~~actions more than~~actions. This was largely offset ~~deleverage on lower sales volume in Automation Solutions. Lower restructuring and advisory fees~~by higher stock compensation expense ($~~0.05~~0.12 per share), reflecting a higher stock price in the current year compared to a sharply lower price in the prior year due to market conditions. Second quarter results also benefited from a gain on the sale of an equity investment ~~gain~~ ($~~0.03~~0.04 per share), lower restructuring costs ($0.02 per share), a lower tax rate ($~~0.02~~0.01 per share) and share repurchases ($0.02 per share) also benefited results, while higher interest expense deducted $0.01 per share. In addition, the Company recognized a gain from acquiring the remaining interest of an equity investment ($0.030.01 per share), ~~which was~~partially offset by first year acquisition accounting charges ~~and fees~~ related to the OSI acquisition ~~of $0.03~~($0.01 per ~~share.~~share).

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED ~~DECEMBER~~MARCH 31

Following is an analysis of the Company’s operating results for the ~~first~~second quarter ended ~~December~~March 31, ~~2020,~~2021, compared with the ~~first~~second quarter ended ~~December~~March 31, ~~2019.~~2020.


		2019			2020		Change			2020			2021		Change

Net sales	Net sales	$	4,151		4,161		flat		Net sales	$	4,162		4,431		6	%
Gross profit	Gross profit	$	1,759		1,723		(2)	%	Gross profit	$	1,750		1,862		6	%
Percent of sales	Percent of sales	42.4		%	41.4	%			Percent of sales	42.1		%	42.0	%

SG&A	SG&A	$	1,123		998		(11)	%	SG&A	$	983		1,054		7	%
Percent of sales	Percent of sales	27.1		%	24.0	%			Percent of sales	23.7		%	23.8	%

Other deductions, net	Other deductions, net	$	178		122				Other deductions, net	$	42		33
Amortization of intangibles	Amortization of intangibles	$	59		78				Amortization of intangibles	$	59		74
Restructuring costs	Restructuring costs	$	97		66				Restructuring costs	$	31		17

Interest expense, net	Interest expense, net	$	35		40				Interest expense, net	$	36		38

Earnings before income taxes	Earnings before income taxes	$	423		563		33	%	Earnings before income taxes	$	689		737		7	%
Percent of sales	Percent of sales	10.2		%	13.5	%			Percent of sales	16.6		%	16.6	%

Net earnings common stockholders	Net earnings common stockholders	$	326		445		36	%	Net earnings common stockholders	$	517		561		9	%
Percent of sales	Percent of sales	7.9		%	10.7	%			Percent of sales	12.4		%	12.7	%

Diluted earnings per share	Diluted earnings per share	$	0.53		0.74		40	%	Diluted earnings per share	$	0.84		0.93		11	%

Net sales for the ~~first~~second quarter of fiscal 2021 were ~~$4.2~~$4.4 billion, ~~essentially flat~~up 6 percent compared with 2020. Automation Solutions sales were ~~down $160 while~~up 3 percent and Commercial & Residential Solutions sales were up ~~$173.~~13 percent. Underlying sales were ~~down~~up 2 percent, as foreign currency translation added 13 percent and the OSI acquisition added 1 percent. Underlying sales were down 8 percent in the U.S. and up 2 percent internationally. The Americas was down 7 percent, Europe was up 4 percent and Asia, Middle East & Africa was up 3 percent (China up 7 percent).

1314

Underlying sales were down 5 percent in the U.S. and up 9 percent internationally. The Americas was down 4 percent, Europe was up 7 percent and Asia, Middle East & Africa was up 12 percent (China up 45 percent).

Cost of sales for the ~~first~~second quarter of fiscal 2021 were ~~$2,438,~~$2,569, an increase of ~~$46~~$157 compared with ~~2020.~~2020, due to the impact of foreign currency translation, higher sales volume and the OSI acquisition. Gross margin of ~~41.4~~42.0 percent decreased ~~1.0~~0.1 percentage points compared with the prior year ~~reflecting deleverage on lower sales volume in Automation Solutions and~~due to unfavorable mix.

Selling, general and administrative (SG&A) expenses of ~~$998 decreased $125~~$1,054 increased $71 compared with the prior year and SG&A as a percent of sales increased 0.1 percentage points to 23.8 percent. Higher stock compensation expense of $99 negatively impacted comparisons by 2.3 percentage points. Excluding the higher stock compensation expense, SG&A as a percent of sales decreased ~~3.1~~2.2 percentage points, ~~to 24.0 percent,~~ reflecting significant savings from the Company's restructuring and cost reset ~~actions, which more than offset inflation and deleverage on the lower sales volume in Automation Solutions.~~actions.

Other deductions, net were ~~$122~~$33 in 2021, a decrease of ~~$56~~$9 compared with the prior year, reflecting lower restructuring costs of ~~$44 (including special advisory fees in the prior year), an investment gain of $21~~$14 and a gain ~~from~~on the ~~acquisition of the remaining interest~~sale of an equity investment of ~~$17,~~$31, partially offset by ~~backlog~~unfavorable foreign currency transactions of $22 and higher intangibles amortization ~~and fees~~of $15, primarily related to the OSI ~~acquisition of $17.~~acquisition. See Notes 6 and 7.

Pretax earnings of ~~$563~~$737 increased ~~$140, or 33~~$48, up 7 percent compared with the prior year. Earnings increased ~~$51~~$80 in Automation Solutions and ~~$73~~$51 in Commercial & Residential Solutions. Costs reported at Corporate ~~decreased $21~~increased $81 primarily due to ~~the investment gain noted above, while lower unallocated pension and postretirement costs~~higher stock compensation expense of ~~$11 were largely~~$99, partially offset by the gain on sale of an ~~increase~~equity investment of $831 in .~~stock compensation.~~ See the Business Segments discussion that follows and Note 12.

Income taxes were ~~$111~~$169 for 2021 and ~~$94~~$165 for 2020, resulting in effective tax rates of 2023 percent and 2224 percent, respectively. The current year and prior year ~~rates~~rate included ~~favorable~~unfavorable discrete tax items which ~~reduced~~increased the ~~rates 2 percentage points and~~rate 1 percentage point ~~respectively.~~in both years.

Net earnings common stockholders in the ~~first~~second quarter of fiscal 2021 were ~~$445,~~$561, up 369 percent, compared with ~~$326~~$517 in the prior year, and earnings per share were ~~$0.74,~~$0.93, up 4011 percent, compared with ~~$0.53~~$0.84 in the prior year. See discussion in the Overview above for further details.

Business Segments

Following is an analysis of operating results for the Company’s business segments for the ~~first~~second quarter ended ~~December~~March 31, ~~2020,~~2021, compared with the ~~first~~second quarter ended ~~December~~March 31, ~~2019.~~2020. The Company defines segment earnings as earnings before interest and taxes. See Note 12 for a discussion of the Company's business segments.

AUTOMATION SOLUTIONS


Three Months Ended Dec 31		2019			2020		Change
Three Months Ended Mar 31									Three Months Ended Mar 31	2020			2021		Change

Sales	Sales	$	2,852		2,692		(6)	%	Sales	$	2,709		2,793		3	%
Earnings	Earnings	$	310		361		17	%	Earnings	$	391		471		20	%
Margin	Margin	10.9		%	13.4	%			Margin	14.4		%	16.8	%

Sales by Major Product Offering
Measurement & Analytical Instrumentation $ 795 698 (12) %
Valves, Actuators & Regulators 913 806 (12) %
Industrial Solutions 507 508 — %
Systems & Software 637 680 7 %
Total $ 2,852 2,692 (6) %





Sales by Major Product Offering
Measurement & Analytical Instrumentation	$	776	732	(6)	%
Valves, Actuators & Regulators	854		836	(2)	%
Industrial Solutions	494		555	12	%
Systems & Software	585		670	14	%
Total	$	2,709	2,793	3	%

Automation Solutions sales were ~~$2.7~~$2.8 billion in the ~~first~~second quarter, ~~a decrease~~an increase of ~~$160~~$84 or 63 percent. Underlying sales decreased 92 percent on lower ~~volume.~~volume, but continued to improve sequentially as global markets recover from the impacts of COVID-19. Foreign currency translation had a 23 percent favorable impact and the OSI acquisition had a 12 percent favorable impact. Underlying sales decreased 2012 percent in the Americas (U.S. down 2215 percent), while Europe increased 26 percent and Asia, Middle East & Africa increased 29 percent (China up 642 percent). Sales for Measurement & Analytical Instrumentation decreased ~~$97,~~$44, or 126 percent, and Valves, Actuators & Regulators decreased $18, or 2 percent, due to continued weakness in North American process industries, partially offset by moderate growth in Europe and Asia. Valves, Actuators & Regulators decreased $107, or 12 percent, reflecting slower demand in most end markets, particularly in North America and Europe, partially offset by strong growth in Asia. Industrial Solutions sales were flat as weakness in discrete end markets in North America was offset by robust demand in China. Systems & Software increased $43, or 7 percent, due to the OSI acquisition. Strength in power end markets in North America was offset by weakness in Asia, while

process end markets were strong in Europe and Asia, offset by declines in North America and Middle East & Africa. Earnings were $361, an increase of $51, or 17 percent, and margin increased 2.5 percentage points to 13.4 percent, as significant savings from cost reduction actions and favorable price-cost more than offset deleverage on lower volume. Lower restructuring expense also benefited margins (0.5 percentage points), which was offset by unfavorable mix.

~~COMMERCIAL & RESIDENTIAL SOLUTIONS~~

Three Months Ended Dec 31 2019 2020 Change
Sales:
  Climate Technologies $ 873 1,031 18 %
  Tools & Home Products 430 445 3 %
     Total $ 1,303 1,476 13 %
Earnings:
  Climate Technologies $ 151 212 40 %
  Tools & Home Products 86 98 14 %
     Total $ 237 310 31 %
     Margin 18.2 % 21.0 %

Commercial & Residential Solutions sales were $1.5 billion in the first quarter, up $173, or 13 percent compared to the prior year. Underlying sales increased 12 percent due to higher volume and foreign currency translation added 1 percent. Overall, underlying sales increased 14 percent in the Americas (U.S. up 14 percent), Europe increased 8 percent and Asia, Middle East & Africa was up 7 percent (China up 10 percent). Climate Technologies sales were $1.0 billion in the first quarter, an increase of $158, or 18 percent. Air conditioning and heating sales were up significantly, reflecting robust demand for residential-oriented products and solutions in North America and strength in Europe and China. Cold chain sales were strong, driven by favorable global market conditions. Tools & Home Products sales were $445 in the first quarter, an increase of $15, or 3 percent. Sales for wet/dry vacuums were robust due to competitor outages and food waste disposers were up modestly, while global professional tools end markets were down mid single-digits reflecting lower overall industrial activity. Earnings were $310, up 31 percent compared with the prior year, and margin increased 2.8 points to 21.0 percent, due to leverage on higher volume and savings from cost reduction actions, partially offset by unfavorable mix.

moderate growth in Europe and robust growth in China on easier comparisons. Industrial Solutions sales were up $61, or 12 percent, reflecting robust demand in China due to easier comparisons and strong growth in Europe. North American discrete end markets declined compared to the prior year but improved sequentially. Systems & Software increased $85, or 14 percent, reflecting the OSI acquisition, which added $48, and strong demand in Europe, while Asia, Middle East & Africa was up moderately and process end markets were down modestly in North America. Earnings were $471, an increase of $80, or 20 percent, and margin increased 2.4 percentage points to 16.8 percent, as significant savings from cost reduction actions and favorable price-cost more than offset deleverage on lower volume, unfavorable foreign currency transactions and unfavorable mix.

COMMERCIAL & RESIDENTIAL SOLUTIONS


Three Months Ended Mar 31	2020			2021		Change


Sales:
Climate Technologies	$	1,026		1,160		13	%
Tools & Home Products	432			485		13	%
Total	$	1,458		1,645		13	%

Earnings:
Climate Technologies	$	217		245		13	%
Tools & Home Products	89			112		25	%
Total	$	306		357		17	%
Margin	21.0		%	21.7	%

Commercial & Residential Solutions sales were $1.6 billion in the second quarter, up $187, or 13 percent compared to the prior year. Underlying sales increased 11 percent due to higher volume and reflected growth across all businesses and geographies, while foreign currency translation added 2 percent. Overall, underlying sales increased 8 percent in the Americas (U.S. up 7 percent), 9 percent in Europe and 24 percent in Asia, Middle East & Africa (China up 56 percent). Climate Technologies sales were $1.2 billion in the second quarter, an increase of $134, or 13 percent. Air conditioning and heating sales were up high single-digits, reflecting strong demand for residential-oriented products and solutions in North America and robust growth in Europe and China. Cold chain sales were up mid teens, driven by favorable global market conditions. Tools & Home Products sales were $485 in the second quarter, an increase of $53, or 13 percent. Sales for wet/dry vacuums were robust due to competitor outages, while growth was strong for food waste disposers and solid for professional tools. Earnings were $357, up 17 percent compared with the prior year, and margin increased 0.7 percentage points to 21.7 percent due to savings from cost reduction actions, while leverage on higher volume offset unfavorable price-cost.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31

Following is an analysis of the Company’s operating results for the six months ended March 31, 2021, compared with the six months ended March 31, 2020.


	2020			2021		Change


Net sales	$	8,313		8,592		3	%
Gross profit	$	3,509		3,585		2	%
Percent of sales	42.2		%	41.7	%

SG&A	$	2,106		2,052		(3)	%
Percent of sales	25.3		%	23.9	%


Other deductions, net	$	220		155
Amortization of intangibles	$	118		152
Restructuring costs	$	128		83

Interest expense, net	$	71		78

Earnings before income taxes	$	1,112		1,300		17	%
Percent of sales	13.4		%	15.1	%

Net earnings common stockholders	$	843		1,006		19	%
Percent of sales	10.1		%	11.7	%


Diluted earnings per share	$	1.37		1.67		22	%

Net sales for the first six months of 2021 were $8.6 billion, up 3 percent compared with 2020. Automation Solutions sales were down 1 percent while Commercial & Residential Solutions sales were up 13 percent. Underlying sales were flat, as foreign currency translation added 2 percent and acquisitions added 1 percent. Underlying sales decreased 6 percent in the U.S. and increased 5 percent internationally. The Americas was down 5 percent, Europe was up 5 percent and Asia, Middle East & Africa was up 7 percent (China up 22 percent).

Cost of sales for 2021 were $5,007, an increase of $203 versus $4,804 in 2020, primarily due to the impact of foreign currency translation and the OSI acquisition. Gross margin decreased 0.5 percentage points to 41.7 percent, reflecting unfavorable mix and deleverage on lower sales volume within Automation Solutions.

SG&A expenses of $2,052 decreased $54 and SG&A as a percent of sales decreased 1.4 percentage points to 23.9 percent, reflecting significant savings from the Company's restructuring and cost reset actions, which more than offset higher stock compensation expense of $107 (1.3 percentage points) and deleverage on lower sales volume within Automation Solutions.

Other deductions, net were $155 in 2021, a decrease of $65 compared with the prior year, reflecting lower restructuring costs of $45 and investment-related gains. In the first quarter of fiscal 2021, the Company recognized an investment gain of $21 and a gain from the acquisition of the remaining interest of an equity investment of $17, and in the second quarter recognized a gain of $31 on the sale of an equity investment. These items were partially offset by higher intangibles amortization of $34, primarily related to the OSI acquisition, and unfavorable foreign currency transactions of $29. See Notes 6 and 7.

Pretax earnings of $1,300 increased $188, or 17 percent. Earnings increased $131 in Automation Solutions and $124 in Commercial & Residential Solutions. Costs reported at Corporate increased $60, reflecting higher stock compensation expense of $107 and first year acquisition accounting charges and fees related to the OSI acquisition of $31, partially offset by the investment-related gains discussed above and lower unallocated pension and postretirement costs of $22. See the Business Segments discussion that follows and Note 12.

Income taxes were $280 for 2021 and $259 for 2020, resulting in effective tax rates of 22 percent and 23 percent, respectively.

Net earnings common stockholders in 2021 were $1,006, up 19 percent compared with the prior year, and earnings per share were $1.67, up 22 percent compared with $1.37 in 2020. Operating results increased $0.24 per share, as significant savings from the Company's restructuring and cost reset actions more than offset deleverage on lower sales volume in Automation Solutions. Lower restructuring and advisory fees ($0.07 per share), a lower tax rate ($0.03 per share) and share repurchases ($0.03 per share) also benefited operating results, while higher stock compensation expense deducted $0.13 per share. The Company recognized several investment-related gains in the current year ($0.10 per share), while first year acquisition accounting charges and fees related to the OSI acquisition deducted $0.04 per share.

Business Segments

Following is an analysis of operating results for the Company’s business segments for the six months ended March 31, 2021, compared with the six months ended March 31, 2020. The Company defines segment earnings as earnings before interest and taxes.

AUTOMATION SOLUTIONS


Six Months Ended Mar 31	2020			2021		Change

Sales	$	5,561		5,485		(1)	%
Earnings	$	701		832		19	%
Margin	12.6		%	15.2	%





Sales by Major Product Offering
Measurement & Analytical Instrumentation	$	1,571	1,430	(9)	%
Valves, Actuators & Regulators	1,767		1,642	(7)	%
Industrial Solutions	1,001		1,063	6	%
Systems & Software	1,222		1,350	10	%
Total	$	5,561	5,485	(1)	%

Automation Solutions sales were $5.5 billion in the first six months of 2021, a decrease of $76, or 1 percent. Underlying sales decreased 5 percent on lower volume. Foreign currency translation had a 2 percent favorable impact and the OSI acquisition added 2 percent. Underlying sales decreased 16 percent in the Americas, while Europe increased 4 percent and Asia, Middle East & Africa was up 5 percent (China up 21 percent). Sales for Measurement & Analytical Instrumentation decreased $141, or 9 percent, due to weakness in process industries, particularly in North America, partially offset by moderate growth in Europe and Asia. Valves, Actuators & Regulators decreased $125, or 7 percent, reflecting slower demand in most end markets, particularly in North America and Europe, partially offset by strength in Asia. Industrial Solutions sales increased $62, or 6 percent, on moderate growth in Europe and robust growth in China, partially offset by weakness in discrete end markets in North America. Systems & Software increased $128, reflecting the impact of the OSI acquisition which added $90. Power end markets grew moderately in North America offset by softness in Asia, while process end markets were strong in Europe and Asia, offset by declines in North America and Middle East & Africa. Earnings were $832, an increase of $131, or 19 percent, and margin increased 2.6 percentage points to 15.2 percent, as significant savings from cost reduction actions and favorable price-cost more than offset deleverage on lower sales volume and unfavorable mix. Lower restructuring expense benefited margins 0.6 percentage points, while foreign currency transactions had an unfavorable impact of 0.3 percentage points.

COMMERCIAL & RESIDENTIAL SOLUTIONS


Six Months Ended Mar 31	2020			2021		Change


Sales:
Climate Technologies	$	1,899		2,191		15	%
Tools & Home Products	862			930		8	%
Total	$	2,761		3,121		13	%

Earnings:
Climate Technologies	$	368		457		24	%
Tools & Home Products	175			210		20	%
Total	$	543		667		23	%
Margin	19.7		%	21.4	%

Commercial & Residential Solutions sales were $3.1 billion in the first six months of 2021, an increase of $360, or 13 percent compared to the prior year. Underlying sales were up 11 percent on higher volume and foreign currency translation added 2 percent. Overall, underlying sales increased 11 percent in the Americas, 8 percent in Europe and 15 percent in Asia, Middle East & Africa (China up 26 percent). Climate Technologies sales were $2.2 billion in the first six months of 2021, an increase of $292, or 15 percent. Air conditioning and heating sales were up significantly, reflecting strong demand for residential-oriented products and solutions in North America and robust growth in Europe and China. Cold chain sales were strong, driven by favorable global market conditions. Tools & Home Products sales were $930 million in the first six months of 2021, up $68, or 8 percent. Sales for wet/dry vacuums were robust due to competitor outages and were strong for food waste disposers, while global professional tools were up slightly. Earnings were $667, up 23 percent compared to the prior year, and margin increased 1.7 percentage points, reflecting leverage on higher volume and savings from cost reduction actions, partially offset by unfavorable price-cost and mix.

FINANCIAL CONDITION

Key elements of the Company's financial condition for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 as compared to the year ended September 30, 2020 and the ~~three~~six months ended ~~December~~March 31, ~~2019~~2020 follow.


		Dec 31, 2019			Sept 30, 2020			Dec 31, 2020				Mar 31, 2020			Sept 30, 2020			Mar 31, 2021
Operating working capital	Operating working capital	$	1,205		$	866		$	825		Operating working capital	$	1,250		$	866		$	781
Current ratio	Current ratio	1.1			1.5			1.2			Current ratio	1.0			1.5			1.3
Total debt-to-total capital	Total debt-to-total capital	41.6		%	47.1		%	46.1		%	Total debt-to-total capital	50.6		%	47.1		%	44.4		%
Net debt-to-net capital	Net debt-to-net capital	34.1		%	33.2		%	37.8		%	Net debt-to-net capital	40.5		%	33.2		%	35.1		%
Interest coverage ratio	Interest coverage ratio	11.2		X	14.4		X	14.2		X	Interest coverage ratio	14.4		X	14.4		X	16.6		X

The Company's operating working ~~capital~~capital decreased ~~nearly $400~~$469 compared to the same quarter last year largely due to timing-related reductions reflecting current business conditions. The ~~interest~~interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of ~~14.2X~~16.6 for the first ~~three~~six months of fiscal 2021 compares to ~~11.2X~~14.4X for the ~~three~~six months ended ~~December~~March 31, ~~2019.~~2020. The increase reflects higher pretax earnings in the current year.

Operating cash flow for the first ~~three~~six months of fiscal 2021 was ~~$808,~~$1.6 billion, an increase of ~~$384~~$603 compared with ~~$424~~$1.0 billion in the prior year due to favorable operating working capital and higher earnings. Free cash flow of ~~$686~~$1.4 billion in the first ~~three~~six months of fiscal 2021 (operating cash flow of ~~$808~~$1.6 billion less capital expenditures of ~~$122)~~$222) increased ~~$376~~$606 compared to free cash flow of ~~$310~~$0.8 billion in 2020 (operating cash flow of ~~$424~~$1.0 billion less capital expenditures of ~~$114)~~$225), reflecting the increase in operating cash flow. Cash used for investing activities was ~~$1.7~~$1.8 billion largely due to the OSI acquisition.

Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations,

complete acquisitions and sustain long-term growth. Emerson is in a strong financial position, with total assets of $24 billion and stockholders' equity of $9 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis.

FISCAL 2021 OUTLOOK

~~As macroeconomic uncertainties related to COVID-19 begin to slowly wane,~~Despite ongoing pandemic challenges in many parts of the world, the Company expects ~~to see a slow but steady~~overall continued improvement in industrial and commercial demand ~~and continued~~over the remainder of 2021. Residential demand is expected to remain robust, ~~demand~~but begin to taper in ~~many key residential markets around~~ the ~~world. Key North American markets remain challenged for the Automation Solutions business, but appear to be turning.~~second half. For the full year, consolidated net sales are expected to be up 46 to 89 percent, with underlying sales ~~flat~~up 3 to ~~up 4~~6 percent excluding a 32 percent favorable impact from foreign currency translation and a 1 percent favorable impact from the OSI acquisition. Automation Solutions net sales are expected to be up 23 to 65 percent, with underlying sales down 31 to up 1 percent excluding a 3 percent favorable impact from foreign currency translation and a 21 percent favorable impact from the OSI acquisition. Commercial & Residential Solutions net sales are expected to be up 1014 to 1216 percent, with underlying sales up 812 to 1014 percent excluding a 2 percent impact from favorable foreign currency translation. Earnings per share are expected to be ~~$3.29~~$3.55 to ~~$3.49,~~$3.65, while adjusted earnings per share, which exclude a ~~$0.27~~$0.26 per share impact from restructuring actions, a $0.07 per share impact from OSI first year acquisition accounting charges and fees, and a $0.03 per share equity investment gain, are expected to be ~~$3.60~~$3.85 to ~~$3.80.~~$3.95. Operating cash flow is expected to be approximately ~~$3.15~~$3.3 billion and free cash flow, which excludes targeted capital spending of $600 million, is expected to be approximately ~~$2.55~~$2.7 billion. Fiscal 2021 share repurchases and acquisition activity are expected to be in the amount of $500 million to $1 billion, excluding the OSI acquisition which closed on October 1, 2020. ~~The guidance discussed herein assumes no major operational or supply chain disruptions and oil prices in the $45 to $55 range during this period.~~ However, future developments related to COVID-19, including further actions taken by governmental authorities, potential shutdowns of our operations, or delays in the stabilization and recovery of economic conditions could further adversely affect our operations and financial results, as well as those of our customers and suppliers. See Item 1A – “Risk Factors” in our Annual Report on Form 10-K.

Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments.

These risks and uncertainties include the scope, duration and ultimate impact of the COVID-19 pandemic, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the "Safe Harbor Statement" of Part II, Item 7, to the Company's Annual Report on Form 10-K for the year ended September 30, 2020 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.

The United Kingdom's (UK) withdrawal from the European Union (EU), commonly known as "Brexit", was completed on January 31, 2020. Negotiations over the terms of trade and other laws and regulations took place during 2020 and an agreement between the EU and the UK was reached on December 24, 2020, which included zero tariffs and quotas on goods. The Company's net sales in the UK are principally in the Automation Solutions segment and represent less than two percent of consolidated sales. While there could be certain incremental costs for logistics and other items, the Company expects any impact of these items will be immaterial.

Item 4. Controls and Procedures

The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in a timely manner. This system also is designed to ensure information is accumulated and communicated to management, including the Company's certifying officers, to allow timely decisions regarding required disclosure. Based on an evaluation performed, the certifying officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Period Total Number of Shares
Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 2020 56 $63.90 56 65,471
November 2020 121 $72.73 121 65,350
December 2020 11 $74.87 11 65,339
Total 188 $70.21 188 65,339


Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 2021		—	$0.00		—	65,339
February 2021		320	$85.83		320	65,019
March 2021		460	$90.01		460	64,559
Total		780	$88.30		780	64,559

In November 2015, the Board of Directors authorized the purchase of up to 70 million shares. In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately ~~65.3~~64.6 million shares remain available for purchase under the authorizations.

Item 6. Exhibits

(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).


3			Bylaws of Emerson Electric Co., as amended through ~~November 3, 2020,~~May 4, 2021, incorporated by reference to the Company's Form 8-K dated ~~November 6, 2020,~~May 4, 2021, filed on ~~November 6, 2020,~~May 4, 2021, File No. 1-278, Exhibit 3.1.

10.1			Letter Agreement dated February 23, 2021, by and between Emerson Electric Co. and David N. Farr, incorporated by reference to the Company's Form 8-K dated February 23, 2021, filed on February 26, 2021, File No. 1-278, Exhibit 10.1.

10.2			Consulting Agreement dated February 23, 2021, by and between Emerson Electric Co. and David N. Farr, incorporated by reference to the Company's Form 8-K dated February 23, 2021, filed on February 26, 2021, File No. 1-278, Exhibit 10.2.

10.3			Letter Agreement dated February 16, 2021 entered into on March 8, 2021, by and between Emerson Electric Co. and Steven J. Pelch, incorporated by reference to the Company's Form 8-K dated March 8, 2021, filed on March 12, 2021, File No. 1-278, Exhibit 10.1.

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.

101			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 three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, (ii) Consolidated Statements of Comprehensive Income for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) Consolidated Balance Sheets as of September 30, 2020 and ~~December~~March 31, ~~2020,~~2021, (iv) Consolidated Statements of Equity for the three and six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, (v) Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~December~~March 31, ~~2020~~2021 and ~~2019,~~2020, and (vi) Notes to Consolidated Financial Statements for the three and six months ended ended ~~December~~March 31, ~~2020~~2021 and ~~2019.~~2020.

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

1821

SIGNATURE

Pursuant to the requirements 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.

/s/ Frank J. Dellaquila

Frank J. Dellaquila

Senior Executive Vice President and Chief Financial Officer

(on behalf of the registrant and as Chief Financial Officer)

~~February 3,~~May 5, 2021

1922





Sales by Major Product Offering
Measurement & Analytical Instrumentation	$	795	698	(12)	%
Valves, Actuators & Regulators	913		806	(12)	%
Industrial Solutions	507		508	—	%
Systems & Software	637		680	7	%
Total	$	2,852	2,692	(6)	%