UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
OR
[ ] 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 (I.R.S. Employer
incorporation or organization) 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:
Name of each exchange
Title of each class on which registered
Common Stock of $.50 par value per share New York Stock Exchange
Chicago Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of close of business on October 31, 2000: $31,282 million.
Common stock outstanding at October 31, 2000: 428,758,015 shares.
Documents Incorporated by Reference
1. Portions of Emerson Electric Co. 2000 Annual Report to Stockholders
(Parts I and II).
2. Portions of Emerson Electric Co. Notice of 2001 Annual Meeting of
the Stockholders and Proxy Statement (Part III).
PART I
Item 1. Business
-----------------
Emerson was incorporated in Missouri in 1890. Originally engaged in
the manufacture and sale of electric motors and fans, Emerson subsequently
expanded its product lines through internal growth and acquisitions.
Emerson is now engaged principally in the worldwide design, manufacture
and sale of a broad range of electrical, electromechanical and electronic
products and systems.
The divisions of the Company are organized into the following business
segments based on the nature of the products and services provided:
Process Control; Industrial Automation; Electronics and Telecommunications;
Heating, Ventilating and Air Conditioning; and Appliance and Tools.
Sales, earnings before interest and income taxes, and total assets
attributable to each segment for the three years ended September 30, 2000, are
set forth in Note 12 of Notes to Consolidated Financial Statements on page 45
of the 2000 Annual Report, which note is hereby incorporated by reference.
Information with respect to acquisition and divestiture activities by Emerson
is set forth in Note 3 of Notes to Consolidated Financial Statements on page
39 of the 2000 Annual Report, which note is hereby incorporated by reference.
PROCESS CONTROL
---------------
The Process Control segment provides a broad offering of instrumentation,
valves and control systems for measurement and control of fluid flow, and
integrated solutions for process and industrial applications. Products
include various types of meters such as rotameters, positive displacement
meters, magnetic flow meters, turbine meters, direct mass flow meters and
instruments to measure water quality. Other products include solid state
telemetering equipment, various types of pressure and vacuum relief valves,
distributed control systems and personal computer-based software used for
industrial automation applications. In addition, Emerson manufactures and
sells temperature sensors, pressure sensors and transmitters used to measure
and/or control temperature, pressure, level and rate and amount of flow. Also
produced are process gas chromatographs, in-situ oxygen analyzers, infrared
gas and process fluid analyzers, combustion analyzers and systems, and other
analyzers which measure pH and conductivity. The Company also manufactures
and sells sliding stem valves, rotary valves, plastic-lined plug valves,
butterfly valves, pressure regulators, and related actuators and controllers.
In addition, Emerson provides repair services for many of these products, as
well as engineered solutions and consulting services. Brand names of this
segment include Bettis, Brooks, Daniel, Delta V, El-o-matic, Fisher, Fisher-
Rosemount Systems, Intellution, Micro Motion, PlantWeb, Rosemount, Westinghouse
Process Control and Xomox. Products and services of this segment are provided
to industrial end-users for process and industrial applications and solutions.
INDUSTRIAL AUTOMATION
---------------------
The Industrial Automation segment provides industrial motors, drives, controls
and equipment for industrial automation markets. Emerson's products for
industrial automation include certain kinds of integral horsepower motors,
2
gear drives, pump motors, alternators, and electronic variable speed drives.
Emerson manufactures and sells components for the transmission and regulation
of mechanical power, such as certain kinds of chains, sprockets, sheaves,
gears, bearings, couplings and speed reducers, and a line of cam-operated
index drives, programmable motion controllers and automation accessories.
These products are used primarily in industrial and commercial applications
requiring the transmission of mechanical motion or drive systems of various
types. Emerson also manufactures a line of multi-purpose pressure and
solenoid valves, and pressure, vacuum and temperature switches widely used in
the automation of equipment and industrial processes. Emerson also
manufactures electronic measurement, data acquisition and condition monitoring
equipment for use in industrial processing. In addition, Emerson produces
vibratory separating equipment used primarily in the chemical, mining,
pharmaceutical, food processing, pulp and paper, ceramic and metal-working
industries. Emerson also produces a variety of industrial and commercial
ultrasonic products for applications such as cleaning, sealing and welding.
Other products include material preparation and microstructure analysis
equipment. Emerson also manufactures electric circulation heaters, fluid heat
transfer systems and component heating elements. Emerson manufactures a broad
line of components for current- and noncurrent- carrying electrical
distribution devices such as panelboards, receptacles, fittings, cable handling
reels and lighting products for use in hazardous and nonhazardous environments.
Brand names of this segment include Appleton, ASCO, Branson, Browning, Buehler,
CAMCO, Chromalox, Control Techniques, CSI, Joucomatic, Leroy Somer, McGill,
MORSE, O-Z/Gedney, Sweco and USEM. Products of this segment are sold to
industrial distributors, original equipment manufacturers and end-users for
automation applications.
ELECTRONICS AND TELECOMMUNICATIONS
----------------------------------
The Electronics and Telecommunications segment provides power supplies and
power distribution, protection and conversion equipment and fiber optic
conduits for computer, industrial and telecommunications markets. Emerson
produces and services electronic uninterruptible and primary power supplies,
power conditioning, conversion and distribution equipment, modular power
systems, environmental control systems, cables and connectors, cellular site
structures and electronic components used in communications and information
processing applications. Emerson also provides electrical testing services and
manufactures a line of automatic transfer switches, remote control switches and
electric power and pump control systems for auxiliary power applications.
Brand names of this segment include ASCO Switch, Astec, Duraline, Emerson
Energy Systems, HIROSS, Liebert and Liebert Global Services. Products and
services of this segment are provided to distributors and end-users for
computer, industrial and telecommunications applications.
HEATING, VENTILATING AND AIR CONDITIONING
-----------------------------------------
The Heating, Ventilating and Air Conditioning segment provides a variety of
components and systems for refrigeration and comfort control markets. Emerson
manufactures and sells hermetic and semi-hermetic, reciprocating and scroll
compressors for refrigeration and air conditioning applications. The Company
also produces terminals for hermetically sealed compressors, automatic
3
devices, monitoring equipment and pumps for gas and electric heating systems,
refrigeration and air conditioning equipment. Brand names of this segment
include Alco Controls, Copeland, Fusite, Therm-O-Disc and White-Rodgers.
Products of this segment are sold to distributors and original equipment
manufacturers for inclusion in end products and systems (ultimately sold
through commercial and residential building construction channels).
APPLIANCE AND TOOLS
-------------------
The Appliance and Tools segment provides motors, controls and other components
for appliances, refrigeration and comfort control applications, as well as
disposers, tools and storage products. Emerson manufactures and sells
hermetic motors for hermetically sealed compressors, and fractional and sub-
fractional horsepower motors for selected appliance, office equipment,
ventilating equipment, pump, heater and other motor-driven machine
applications. Emerson also manufactures and sells a variety of electric
heating elements and electrostatic air cleaners. Emerson manufactures and
sells a line of electrical products primarily for the residential markets,
including electric waste disposers, hot water dispensers, ventilating
equipment and exhaust fans. Emerson is a producer of selected professional and
hardware tools and accessories, and service equipment, including certain kinds
of wrenches, thread cutters, pipe cutters, reamers, vises, pipe and bolt
threading machines and sewer and drain cleaning equipment. The principal
markets for these professional tools and service equipment include plumbing,
heating and air conditioning contractors, construction and maintenance
companies, petroleum and gas producers, refiners and processors, and farm and
home consumers. Emerson produces free-standing and wall-mounted ventilated
shelving and specialty storage products. Also produced by Emerson for
marketing by major retailers are shop vacuum cleaners, a line of bench power
tools for home workshop use and a line of hand tools including adjustable
wrenches, screwdrivers, pliers and chisels. Brand names of this segment
include Chromalox, ClosetMaid, Digital Appliance Controls, Emerson,
In-Sink-Erator, Knaack, Mallory, METRO and RIDGID. Products of this segment
are sold to distributors and original equipment manufacturers for inclusion in
appliances, heating, ventilating, air conditioning and refrigeration equipment
and to distributors and retailers for sale to consumers and the professional
trades.
PRODUCTION
----------
Emerson utilizes various production operations and methods. The principal
production operations are metal stamping, forming, casting, machining,
welding, plating, heat treating, painting and assembly. In addition,
Emerson also uses specialized production operations, including automatic
and semiautomatic testing, automated material handling and storage, ferrous
and nonferrous machining and special furnaces for heat treating and foundry
applications. Management believes the equipment, machinery and tooling used
in these processes are of modern design and are well maintained.
4
RAW MATERIALS AND ENERGY
------------------------
Emerson's major requirements for basic raw materials include steel, copper,
cast iron, aluminum and brass and, to a lesser extent, plastics and other
petroleum-based chemicals. Emerson has multiple sources of supply for each
of its major requirements and is not significantly dependent on any one
supplier. The raw materials and various purchased components required for
its products have generally been available in sufficient quantities.
Emerson uses various forms of energy, principally natural gas and electricity,
obtained from public utilities. A majority of the plants have the capability
of being converted to use alternative sources of energy.
PATENTS, TRADEMARKS, LICENSES AND FRANCHISES
--------------------------------------------
The Company has a number of patents, trademarks, licenses and franchises, none
of which is considered material to any segment of its consolidated operations.
BACKLOG
-------
The estimated consolidated order backlog of the Company was $2,838 million
and $2,160 million at September 30, 2000 and 1999, respectively. Nearly all
of the September 30, 2000 consolidated backlog amount is expected to be
shipped within one year. The estimated backlog by business segment at
September 30, 2000 and 1999, follows (dollars in millions):
2000 1999
------- -------
Process Control $ 638 567
Industrial Automation 444 461
Electronics and Telecommunications 1,105 412
Heating, Ventilating and Air Conditioning 314 333
Appliance and Tools 337 387
------- -------
Consolidated Order Backlog $ 2,838 2,160
======= =======
COMPETITION
-----------
Emerson's businesses are highly competitive, and Emerson competes on product
performance, quality, service or price across the industries and markets
served. A significant element of the Company's competitive strategy is its
objective to manufacture high quality products at the lowest relevant global
cost. Although no single company competes directly with Emerson in all of the
Company's product lines, various companies compete in one or more product
lines. Some of these companies have substantially greater sales and assets
than Emerson, and Emerson also competes with many smaller companies. The
number of Emerson's competitors varies by product line, and management
believes that Emerson has a market leadership position in many of these
product lines.
5
RESEARCH AND DEVELOPMENT
------------------------
Costs associated with Company-sponsored research, new product development
and product improvement were $593.9 million in 2000, $510.3 million in 1999
and $491.3 million in 1998.
ENVIRONMENT
-----------
The Company's manufacturing locations generate waste, the treatment, storage,
transportation and disposal of which are subject to federal, state and/or
local laws and regulations relating to the protection of the environment.
Compliance with laws regulating the discharge of materials into the
environment or otherwise relating to the protection of the environment has not
had a material effect upon Emerson's capital expenditures, earnings or
competitive position. It is not anticipated that Emerson will have material
capital expenditures for environmental control facilities during the next
fiscal year.
EMPLOYEES
---------
Emerson and its subsidiaries had an average of approximately 123,400 employees
during 2000. Management believes that the Company's employee relations are
favorable. Some of the Company's employees are represented under collective
bargaining agreements, but none of these is considered significant.
DOMESTIC AND FOREIGN OPERATIONS
-------------------------------
International sales were $5,894 million in 2000, $5,713 million in 1999 and
$5,345 million in 1998, including U.S. exports of $1,049 million, $960 million
and $968 million in 2000, 1999 and 1998, respectively. Although there are
additional risks attendant to foreign operations, such as nationalization of
facilities, currency fluctuations and restrictions on the movement of funds,
Emerson's financial position has not been materially affected thereby to date.
See Note 12 of Notes to Consolidated Financial Statements on page 45 of the
2000 Annual Report for further information with respect to foreign operations.
Item 2. Properties
-------------------
At September 30, 2000, Emerson had approximately 380 manufacturing locations
worldwide, of which approximately 210 were located outside the United States,
primarily in Europe and to a lesser extent in Asia-Pacific, Canada and Latin
America. The approximate number of manufacturing locations by business
segment are: Process Control, 90; Industrial Automation, 100; Electronics and
Telecommunications, 70; Heating, Ventilating and Air Conditioning, 60; and
Appliance and Tools, 60. The majority of the locations are owned, with
the remainder occupied under operating or capital leases. The Company
considers its facilities suitable and adequate for the purposes for which
they are used.
6
Item 3. Legal Proceedings
--------------------------
Emerson is a party to a number of pending legal proceedings, several of which
claim substantial amounts of damages. There are no pending legal proceedings
that management believes will be material in relation to the Company's
business or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
There were no matters submitted to a vote of security holders during the
quarter ended September 30, 2000.
-------------------------------------------
Executive Officers of the Registrant
The following sets forth certain information as of December 2000 with respect
to Emerson's executive officers. These officers have been elected or
appointed to terms which will expire February 6, 2001:
First
Served as
Name Position Age Officer
---- -------- --- ----------
C. F. Knight* Chairman of the Board 64 1972
D. N. Farr Chief Executive Officer 45 1985
J. G. Berges* President 53 1989
W. J. Galvin Executive Vice President
and Chief Financial Officer 54 1984
C. A. Peters Senior Executive Vice President 45 1990
A. E. Suter Chief Administrative Officer 65 1979
W. W. Withers Senior Vice President, Secretary
and General Counsel 60 1989
*Also chairman and/or member of certain committees of the Board of
Directors.
7
There are no family relationships among any of the executive officers
and directors.
Each of the above has served as an officer or in a supervisory
capacity with Emerson for the last five years.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
----------------------------------------------------------------------
Matters
-------
The information regarding the market for the Company's common stock, quarterly
market price ranges and dividend payments set forth in Note 14 of Notes to
Consolidated Financial Statements on page 46 of the 2000 Annual Report is
hereby incorporated by reference. There were approximately 35,000
stockholders at September 30, 2000.
Item 6. Selected Financial Data
--------------------------------
Years ended September 30
(Dollars in millions except per share amounts)
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
Net sales $ 15,544.8 14,269.5 13,447.2 12,298.6 11,149.9
Net earnings $ 1,422.4 1,313.6 1,228.6 1,121.9 1,018.5
Basic earnings
per common share $ 3.33 3.03 2.80 2.52 2.27
Diluted earnings
per common share $ 3.30 3.00 2.77 2.50 2.25
Cash dividends
per common share $ 1.43 1.30 1.18 1.08 .98
Long-term debt $ 2,247.7 1,317.1 1,056.6 570.7 772.6
Total assets $ 15,164.3 13,623.5 12,659.8 11,463.3 10,481.0
See Note 3 of Notes to Consolidated Financial Statements on page 39
of the 2000 Annual Report for information regarding the Company's acquisition
and divestiture activities.
8
Item 7. Management's Discussion and Analysis of Financial Condition
--------------------------------------------------------------------
and Results of Operations
-------------------------
Narrative discussion appearing under "Results of Operations" and "Financial
Position, Capital Resources and Liquidity" on pages 28 through 32, and the
"Safe Harbor Statement" on page 52 of the 2000 Annual Report are hereby
incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
---------------------------------------------------------------------
Narrative discussion appearing under "Financial Instruments" on page 32 of the
2000 Annual Report is hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data
----------------------------------------------------
The consolidated financial statements of the Company and its subsidiaries
on pages 33 through 46 and the report thereon of KPMG LLP appearing on page
47 of the 2000 Annual Report are hereby incorporated
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
--------------------------------------------------------------------
and Financial Disclosure
------------------------
None.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
------------------------------------------------------------
Information regarding nominees and directors appearing under "Nominees and
Continuing Directors" in the Emerson Electric Co. Notice of Annual Meeting
of the Stockholders and Proxy Statement for the February 2001 annual
stockholders' meeting (the "2001 Proxy Statement") is hereby incorporated
by reference. Information regarding executive officers is set forth in
Part I of this report. Information appearing under "Section 16(a) Beneficial
Ownership Reporting Compliance" in the 2001 Proxy Statement is hereby
incorporated by reference.
Item 11. Executive Compensation
--------------------------------
Information appearing under "Director Compensation" and "Executive
Compensation" in the 2001 Proxy Statement is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
-------------------------------------------------------------
Management
----------
The information regarding beneficial ownership of shares by nominees and
continuing directors and by all directors and executive officers as a group
appearing under "Nominees and Continuing Directors" in the 2001 Proxy
Statement is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions
--------------------------------------------------------
Information appearing under "Certain Business Relationships" in the 2001
Proxy Statement is hereby incorporated by reference.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
-----------------------------------------------------------------
Form 8-K
---------
A) Documents filed as a part of this report:
1. The consolidated financial statements of the Company and its
subsidiaries on pages 33 through 46 and the report
thereon of KPMG LLP appearing on page 47 of the 2000 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 2000 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, 1997, 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,
Exhibit 3(a).
3(b) Bylaws of Emerson Electric Co., as amended through
October 11, 2000, filed herewith.
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, 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.
11
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,
Exhibit 1.
10(a)* Employment Agreement made as of October 1, 1975, as
amended January 9, 1987, October 22, 1997, and December 11, 2000,
between Emerson Electric Co. and C. F. Knight, filed herewith.
10(b)* 1986 Stock Option Plan, as amended, incorporated by
reference to Emerson Electric Co. 1992 Form 10-K,
Exhibit 10(e), Form 10-Q for the quarter ended
December 31, 1992, Exhibit 10(b), and Amendment No. 3
thereto, filed herewith.
10(c)* 1991 Stock Option Plan, as amended, incorporated by reference
to Emerson Electric Co. 1997 Form 10-K, Exhibit 10(e) and
Amendment No. 1 thereto, filed herewith.
10(d)* 1988 Incentive Shares Plan, incorporated by
reference to Emerson Electric Co. 1988 Proxy
Statement dated December 18, 1987, Exhibit A, and
Form 10-Q for the quarter ended December 31, 1992,
Exhibits 10(d) and 10(e), and Amendments No. 3 and
No. 4 thereto, incorporated by reference to Emerson
Electric Co. 1993 Form 10-K, Exhibit 10(g).
10(e)* Third Amendment to the Emerson Electric Co. 1993
Incentive Shares Plan, as restated, incorporated by
reference to Emerson Electric Co. 1996 Form 10-K,
Exhibit 10(g).
10(f)* Emerson Electric Co. Directors' Continuing
Compensation Plan, incorporated by reference to
Emerson Electric Co. 1987 Form 10-K, Exhibit 10(g),
and Amendment incorporated by reference to Emerson
Electric Co. 1996 Form 10-K, Exhibit 10(i).
10(g)* Deferred Compensation Plan for Non-Employee Directors,
as amended, incorporated by reference to Emerson
Electric. Co. 1994 Form 10-K, Exhibit 10(k).
10(h)* First Amendment to the Emerson Electric Co. Supplemental
Executive Retirement Plan, incorporated by reference to
Emerson Electric Co. 1999 Form 10-K, Exhibit 10(h).
10(i)* 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, Exhibit 10(j).
10(j)* Annual Incentive Plan incorporated by reference to
Emerson Electric Co. 1995 Proxy Statement dated
December 14, 1994, Appendix A.
12
10(k)* 1997 Incentive Shares Plan, incorporated by reference to
Emerson Electric Co. 1997 Proxy Statement dated
December 6, 1996, Exhibit A.
10(l)* 1998 Stock Option Plan, incorporated by reference to Emerson
Electric Co. 1998 Proxy Statement dated December 12, 1997,
Appendix A, and Amendment No. 1 thereto, filed herewith.
12 Ratio of Earnings to Fixed Charges.
13 Portions of Emerson Electric Co. Annual Report to
Stockholders for the year ended September 30, 2000,
incorporated by reference herein.
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent.
24 Power of Attorney.
27 Financial Data Schedule.
* Management contract or compensatory plan.
B) No reports on Form 8-K were filed during the quarter ended
September 30, 2000.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EMERSON ELECTRIC CO.
By /s/ W. J. Galvin
-------------------------
W. J. Galvin
Executive Vice President and
Chief Financial Officer (and
Principal Accounting Officer)
Date: December 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on December 21, 2000, by the
following persons on behalf of the registrant and in the capacities
indicated.
Signature Title
--------- -----
*
---------------------------------------- Chairman of the Board
C. F. Knight and Director
*
- ---------------------------------------- Chief Executive Officer
D. N. Farr and Director
/s/ W. J. Galvin
---------------------------------------- Executive Vice President
W. J. Galvin and Chief Financial Officer
(and Principal Accounting
Officer) and Director
*
---------------------------------------- Director
J. G. Berges
*
---------------------------------------- Director
L. L. Browning, Jr.
*
---------------------------------------- Director
A. A. Busch III
*
---------------------------------------- Director
D. C. Farrell
14
*
---------------------------------------- Director
J. A. Frates
*
---------------------------------------- Director
A. F. Golden
*
---------------------------------------- Director
R. B. Horton
*
---------------------------------------- Director
G. A. Lodge
*
---------------------------------------- Director
V. R. Loucks, Jr.
*
---------------------------------------- Director
R. B. Loynd
*
---------------------------------------- Director
C. A. Peters
*
---------------------------------------- Director
R. L. Ridgway
*
---------------------------------------- Director
W. M. Van Cleve
*
---------------------------------------- Director
E. E. Whitacre, Jr.
* By /s/ W. J. Galvin
--------------------------------
W. J. Galvin
Attorney-in-fact
15
INDEX TO EXHIBITS
-----------------
Exhibits are listed by numbers corresponding to the Exhibit Table of
Item 601 in Regulation S-K.
Exhibit No. Exhibit
- ----------- -------
3(b) Bylaws of Emerson Electric Co., as amended through
October 11, 2000
10(a) Employment Agreement between Emerson Electric Co.
and C. F. Knight
10(b) Amendment No. 3 to the 1986 Stock Option Plan
10(c) Amendment No. 1 to the 1991 Stock Option Plan
10(l) Amendment No. 1 to the 1998 Stock Option Plan
12 Ratio of Earnings to Fixed Charges
13 Portions of Annual Report to Stockholders for
the year ended September 30, 2000, incorporated
by reference herein
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent
24 Power of Attorney
27 Financial Data Schedule
See Item 14(A)(3) for a list of exhibits incorporated by reference.
16