Safe Harbor Statement

This Annual Report on Form 10-K contains various forward-looking statements and includes assumptions concerning Emerson's operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risks and uncertainties. Emerson undertakes no obligation to update any such statements to reflect later developments. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Emerson provides the cautionary statements set forth under Item 1A - "Risk Factors," which are hereby incorporated by reference and identify important economic, political and



                                       13


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technological factors, among others, changes in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.



Non-GAAP Financial Measures
To supplement the Company's financial information presented in accordance with
U.S. generally accepted accounting principles (U.S. GAAP), management
periodically uses certain "non-GAAP financial measures," as such term is defined
in Regulation G under SEC rules, to clarify and enhance understanding of past
performance and prospects for the future. Generally, a non-GAAP financial
measure is a numerical measure of a company's operating performance, financial
position or cash flows that excludes or includes amounts that are included in or
excluded from the most directly comparable measure calculated and presented in
accordance with U.S. GAAP. For example, non-GAAP measures may exclude the impact
of certain items such as our strategic repositioning actions, other acquisitions
or divestitures, U.S. tax reform, changes in reporting segments, gains, losses
and impairments, or items outside of management's control, such as foreign
currency exchange rate fluctuations. Management believes that the following
non-GAAP financial measures provide investors and analysts useful insight into
the Company's financial position and operating performance. Any non-GAAP measure
provided should be viewed in addition to, and not as an alternative to, the most
directly comparable measure determined in accordance with U.S. GAAP, as
identified in italics below. Further, the calculation of these non-GAAP
financial measures may differ from the calculation of similarly titled financial
measures presented by other companies and therefore may not be comparable among
companies.
Underlying sales, which exclude the impact of acquisitions, divestitures and
fluctuations in foreign currency exchange rates during the periods presented,
are provided to facilitate relevant period-to-period comparisons of sales growth
by excluding those items that impact overall comparability (U.S. GAAP measure:
net sales).
Operating profit (defined as net sales less cost of sales and selling, general
and administrative expenses) and operating profit margin (defined as operating
profit divided by net sales) are indicative of short-term operational
performance and ongoing profitability. Management closely monitors operating
profit and operating profit margin of each business to evaluate past performance
and actions required to improve profitability. EBIT (defined as earnings before
deductions for interest expense, net and income taxes) and total segment EBIT,
and EBIT margin (defined as EBIT divided by net sales) and total segment EBIT
margin, are financial measures that exclude the impact of financing on the
capital structure and income taxes. EBITDA (defined as EBIT excluding
depreciation and amortization) and EBITDA margin (defined as EBITDA divided by
net sales) are used as measures of the Company's current operating performance,
as they exclude the impact of capital and acquisition-related investments. All
of these are commonly used financial measures utilized by management to evaluate
performance (U.S. GAAP measures: pretax earnings or pretax profit margin).
Earnings, earnings per share, return on common stockholders' equity and return
on total capital excluding certain gains and losses, impairments, restructuring
costs, impacts of the strategic portfolio repositioning actions and other
acquisitions or divestitures, impacts of U.S. tax reform, or other items provide
additional insight into the underlying, ongoing operating performance of the
Company and facilitate period-to-period comparisons by excluding the earnings
impact of these items. Management believes that presenting earnings, earnings
per share, return on common stockholders' equity and return on total capital
excluding these items is more representative of the Company's operational
performance and may be more useful for investors (U.S. GAAP measures: earnings,
earnings per share, return on common stockholders' equity, return on total
capital).
Free cash flow (operating cash flow less capital expenditures) and free cash
flow as a percent of net sales are indicators of the Company's cash generating
capabilities, and dividends as a percent of free cash flow is an indicator of
the Company's ability to support its dividend, after considering investments in
capital assets which are necessary to maintain and enhance existing operations.
The determination of operating cash flow adds back noncash depreciation expense
to earnings and thereby does not reflect a charge for necessary capital
expenditures. Management believes that free cash flow, free cash flow as a
percent of net sales and dividends as a percent of free cash flow are useful to
both management and investors as measures of the Company's ability to generate
cash and support its dividend (U.S. GAAP measures: operating cash flow,
operating cash flow as a percent of net sales, dividends as a percent of
operating cash flow).

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FINANCIAL REVIEW
Report of Management
The Company's management is responsible for the integrity and accuracy of the
financial statements. Management believes that the financial statements for each
of the years in the three-year period ended September 30, 2019 have been
prepared in conformity with U.S. generally accepted accounting principles
appropriate in the circumstances. In preparing the financial statements,
management makes informed judgments and estimates where necessary to reflect the
expected effects of events and transactions that have not been completed. The
Company's disclosure controls and procedures ensure that material information
required to be disclosed is recorded, processed, summarized and communicated to
management and reported within the required time periods.
In meeting its responsibility for the reliability of the financial statements,
management relies on a system of internal accounting control. This system is
designed to provide reasonable assurance that assets are safeguarded and
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of financial statements in
accordance with U.S. generally accepted accounting principles. The design of
this system recognizes that errors or irregularities may occur and that
estimates and judgments are required to assess the relative cost and expected
benefits of the controls. Management believes that the Company's internal
accounting controls provide reasonable assurance that errors or irregularities
that could be material to the financial statements are prevented or would be
detected within a timely period.
The Audit Committee of the Board of Directors, which is composed solely of
independent directors, is responsible for overseeing the Company's financial
reporting process. The Audit Committee meets with management and the Company's
internal auditors periodically to review the work of each and to monitor the
discharge by each of its responsibilities. The Audit Committee also meets
periodically with the independent auditors, who have free access to the Audit
Committee and the Board of Directors, to discuss the quality and acceptability
of the Company's financial reporting and internal controls, as well as
nonaudit-related services.
The independent auditors are engaged to express an opinion on the Company's
consolidated financial statements and on the Company's internal control over
financial reporting. Their opinions are based on procedures that they believe to
be sufficient to provide reasonable assurance that the financial statements
contain no material errors and that the Company's internal controls are
effective.
Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. With the
participation of the Chief Executive Officer and the Chief Financial Officer,
management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the framework and the criteria established in
Internal Control - Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management has concluded that internal control over financial reporting was
effective as of September 30, 2019.
The Company's auditor, KPMG LLP, an independent registered public accounting
firm, has issued an audit report on the effectiveness of the Company's internal
control over financial reporting.
/s/ David N. Farr             /s/ Frank J. Dellaquila
David N. Farr                 Frank J. Dellaquila
Chairman of the Board         Senior Executive Vice President
and Chief Executive Officer   and Chief Financial Officer





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Results of Operations
Years ended September 30
(Dollars in millions, except per share amounts)

                                            2017        2018       2019     18 vs. 17     19 vs. 18

Net sales                                $ 15,264     17,408     18,372         14 %          6 %
Gross profit                             $  6,431      7,432      7,815         16 %          5 %
Percent of sales                             42.1 %     42.7 %     42.5 %

SG&A                                     $  3,607      4,269      4,457
Percent of sales                             23.6 %     24.5 %     24.2 %
Other deductions, net                    $    324        337        325
Interest expense, net                    $    165        159        174

Earnings from continuing operations


 before income taxes                     $  2,335      2,667      2,859         14 %          7 %
Percent of sales                             15.3 %     15.3 %     15.6 %

Earnings from continuing operations


 common stockholders                     $  1,643      2,203      2,306         34 %          5 %
Percent of sales                             10.8 %     12.7 %     12.6 %

Diluted EPS - Earnings from continuing
operations                               $   2.54       3.46       3.71         36 %          7 %

Return on common stockholders' equity 18.6 % 24.9 % 26.8 % Return on total capital

                      15.3 %     20.6 %     19.5 %



OVERVIEW

Emerson's sales for 2019 were $18.4 billion, an increase of $1.0 billion, or 6 percent, supported by acquisitions, which added 5 percent. Underlying sales, which exclude acquisitions and a negative impact from foreign currency translation of 2 percent, were up 3 percent compared with the prior year.

Net earnings common stockholders were $2.3 billion in 2019, up 5 percent compared with prior year earnings of $2.2 billion. Diluted earnings per share were $3.71, up 7 percent versus $3.46 per share in 2018, due to modest sales growth and lower corporate expenses.

The Company generated operating cash flow of $3.0 billion in 2019, an increase of $114 million, or 4 percent.

NET SALES Net sales for 2019 were $18.4 billion, an increase of $1.0 billion, or 6 percent compared with 2018. Sales increased $761 million in Automation Solutions and $187 million in Commercial & Residential Solutions. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, increased 3 percent ($526 million) on higher volume and slightly higher price. Acquisitions added 5 percent ($759 million) while foreign currency translation subtracted 2 percent ($321 million). Underlying sales increased 2 percent in the U.S. and 4 percent internationally.

Net sales for 2018 were $17.4 billion, an increase of $2.1 billion, or 14 percent compared with 2017. Sales increased $2.0 billion in Automation Solutions and $125 million in Commercial & Residential Solutions. Underlying sales increased 8 percent ($1.1 billion) on higher volume. Acquisitions, net of the divestiture of the residential storage business, added 5 percent ($819 million) and foreign currency translation added 1 percent ($181 million). Underlying sales increased 9 percent in the U.S. and 7 percent internationally.




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INTERNATIONAL SALES Emerson is a global business with international sales representing 54 percent of total sales, including U.S. exports. The Company generally expects faster economic growth in emerging markets in Asia, Latin America, Eastern Europe and Middle East/Africa.

International destination sales, including U.S. exports, increased 5 percent, to $10.0 billion in 2019, reflecting increases in both the Automation Solutions and Commercial & Residential Solutions businesses. U.S. exports of $1.1 billion were up 2 percent compared with 2018. Underlying international destination sales were up 4 percent, as acquisitions had a 5 percent favorable impact, while foreign currency translation had a 4 percent unfavorable impact on the comparison. Underlying sales increased 3 percent in Europe, 2 percent in Asia, Middle East & Africa (China up 3 percent), 17 percent in Latin America and 4 percent in Canada. Origin sales by international subsidiaries, including shipments to the U.S., totaled $9.0 billion in 2019, up 5 percent compared with 2018.

International destination sales, including U.S. exports, increased 18 percent, to $9.5 billion in 2018, reflecting increases in both the Automation Solutions and Commercial & Residential Solutions businesses. U.S. exports of $1.1 billion were up 19 percent compared with 2017, reflecting increases in both Automation Solutions and Commercial & Residential Solutions which benefited from acquisitions. Underlying international destination sales were up 7 percent, as foreign currency translation had a 2 percent favorable impact, while acquisitions, net of the divestiture of the residential storage business, had a 9 percent favorable impact on the comparison. Underlying sales increased 2 percent in Europe, 9 percent in Asia, Middle East & Africa (China up 17 percent), 4 percent in Latin America and 12 percent in Canada. Origin sales by international subsidiaries, including shipments to the U.S., totaled $8.5 billion in 2018, up 19 percent compared with 2017, primarily reflecting acquisitions.

ACQUISITIONS AND DIVESTITURES The Company acquired eight businesses in 2019, all in the Automation Solutions segment, for $469 million, net of cash acquired. These eight businesses had combined annual sales of approximately $300 million.

On July 17, 2018, the Company completed the acquisition of Aventics, a global provider of smart pneumatics technologies that power machine and factory automation applications, for $622 million, net of cash acquired. This business, which has annual sales of approximately $425 million, is included in the Industrial Solutions product offering within the Automation Solutions segment.

On July 2, 2018, the Company completed the acquisition of Textron's tools and test equipment business for $810 million, net of cash acquired. This business, with annual sales of approximately $470 million, is a manufacturer of electrical and utility tools, diagnostics, and test and measurement instruments, and is reported in the Tools & Home products segment.

On December 1, 2017, the Company acquired Paradigm, a provider of software solutions for the oil and gas industry, for $505 million, net of cash acquired. This business had annual sales of approximately $140 million and is included in the Measurement & Analytical Instrumentation product offering within Automation Solutions.

In fiscal 2018, the Company also acquired four smaller businesses, two in the Automation Solutions segment and two in the Climate Technologies segment.

On October 2, 2017, the Company sold its residential storage business for $200 million in cash, and recognized a small pretax gain and an after-tax loss of $24 million ($0.04 per share) in 2018 due to income taxes resulting from nondeductible goodwill. The Company realized approximately $150 million in after-tax cash proceeds from the sale. This business had sales of $298 million and pretax earnings of $15 million in 2017, and was previously reported within the Tools & Home Products segment.

On April 28, 2017, the Company completed the acquisition of Pentair's valves & controls business for $2.96 billion, net of cash acquired of $207 million, subject to certain post-closing adjustments. This business, with annualized sales of approximately $1.4 billion, is a manufacturer of control, isolation and pressure relief valves and actuators, and complements the Valves, Actuators & Regulators product offering within Automation Solutions. The Company also acquired two smaller businesses in the Automation Solutions segment. Total cash paid for all businesses in 2017 was $3.0 billion, net of cash acquired.




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See Note 4 for further information on acquisitions and divestitures, including pro forma financial information. See information under "Discontinued Operations" for a discussion of the Company's divestitures related to its portfolio repositioning actions.

COST OF SALES Cost of sales for 2019 were $10.6 billion, an increase of $581 million compared with $10.0 billion in 2018. The increase is primarily due to acquisitions and higher volume, partially offset by the impact of foreign currency translation. Gross profit was $7.8 billion in 2019 compared to $7.4 billion in 2018. Gross margin decreased 0.2 percentage points to 42.5 percent, reflecting unfavorable mix and the impact of acquisitions, partially offset by savings from cost reduction actions. Gross margin was 42.7 percent in 2018.

Cost of sales for 2018 were $10.0 billion, an increase of $1.1 billion compared with $8.8 billion in 2017. The increase is primarily due to acquisitions, higher volume and the impact of foreign currency translation. Gross profit was $7.4 billion in 2018 compared with $6.4 billion in 2017. Gross margin increased 0.6 percentage points to 42.7 percent reflecting leverage on higher volume and savings from cost reduction actions, partially offset by the impact of acquisitions. Gross margin was 42.1 percent in 2017.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative (SG&A) expenses of $4.5 billion in 2019 increased $188 million compared with 2018 due to acquisitions and higher volume. SG&A as a percent of sales of 24.2 percent decreased 0.3 percentage points due to leverage on higher volume and lower incentive stock compensation of $96 million, reflecting a decreasing stock price in the current year compared to an increasing stock price in the prior year, partially offset by a negative impact from acquisitions of 0.4 percentage points and higher investment spending.

SG&A expenses of $4.3 billion in 2018 increased $662 million compared with 2017, due to acquisitions and an increase in volume. SG&A as a percent of sales of 24.5 percent increased 0.9 percentage points due to higher incentive stock compensation of $106 million, reflecting an increase in the Company's stock price and progress toward achieving its performance objectives, the impact of acquisitions, and higher investment spending in Automation Solutions, partially offset by leverage on higher volume.

OTHER DEDUCTIONS, NET Other deductions, net were $325 million in 2019, a decrease of $12 million compared with 2018. The decrease primarily reflects lower acquisition/divestiture costs of $29 million, pension expenses of $42 million and foreign currency transactions of $13 million, partially offset by higher intangibles amortization and restructuring expense of $27 million and $30 million, respectively. See Note 5.

Other deductions, net were $337 million in 2018, an increase of $13 million compared with 2017. The increase primarily reflects higher intangibles amortization of $75 million due to acquisitions and higher acquisition/divestiture costs of $18 million, partially offset by lower pension and restructuring expenses of $78 million and $13 million, respectively.

INTEREST EXPENSE, NET Interest expense, net was $174 million, $159 million and $165 million in 2019, 2018 and 2017, respectively. The increase in 2019 was due to lower interest income, while the decrease in 2018 reflects the maturity of long-term debt with relatively higher interest rates and higher interest income.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES Pretax earnings of $2.9 billion increased $192 million in 2019, up 7 percent compared with 2018. Earnings increased $61 million in Automation Solutions and decreased $81 million in Commercial & Residential Solutions, while costs reported at corporate decreased $227 million. See the Business discussion that follows and Note 18.

Pretax earnings of $2.7 billion increased $332 million in 2018, up 14 percent compared with 2017. Earnings increased $364 million in Automation Solutions and decreased $6 million in Commercial & Residential Solutions, while costs reported at corporate increased $32 million.




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INCOME TAXES On December 22, 2017, the U.S. government enacted tax reform, the Tax Cuts and Jobs Act (the "Act"), which made comprehensive changes to U.S. federal income tax laws by moving from a global to a modified territorial tax regime. The Act includes a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent in calendar year 2018 along with the elimination of certain deductions and credits, and a one-time "deemed repatriation" of accumulated non-U.S. earnings. During 2018, the Company recognized a net tax benefit of $189 million ($0.30 per share) due to impacts of the Act, consisting of a $94 million benefit on revaluation of net deferred income tax liabilities to the lower tax rate, $35 million of expense for the tax on deemed repatriation of accumulated non-U.S. earnings and withholding taxes, and the reversal of $130 million accrued in previous periods for the planned repatriation of non-U.S. cash. The Company completed its accounting for the Act in the first quarter of fiscal 2019.

Effective in fiscal 2019, the Act also subjects the Company to U.S. tax on global intangible low-taxed income earned by certain of its non-U.S. subsidiaries. The Company has elected to recognize this tax as a period expense when it is incurred.

In the second quarter of fiscal 2019, the Company recorded a $13 million ($0.02 per share) tax benefit due to the issuance of final regulations related to the one-time tax on deemed repatriation.

Income taxes were $531 million, $443 million and $660 million for 2019, 2018 and 2017, respectively, resulting in effective tax rates of 19 percent, 17 percent and 28 percent in 2019, 2018 and 2017, respectively. The lower rates in 2019 and 2018 reflect the lower tax rate on earnings and discrete tax benefits due to the impacts of the Act described above. The effective tax rates in 2019, 2018 and 2017 also include benefits from restructuring subsidiaries of $74 million ($0.12 per share), $53 million ($0.08 per share) and $47 million ($0.07 per share), respectively.

NET EARNINGS AND EARNINGS PER SHARE; RETURNS ON EQUITY AND TOTAL CAPITAL Net earnings attributable to common stockholders in 2019 were $2.3 billion, up 5 percent compared with 2018, and diluted earnings per share were $3.71, up 7 percent, due to modest sales growth and lower corporate expenses. Earnings per share comparisons were also impacted by the prior year net tax benefit due to impacts of the Act of $0.30 per share discussed above, which was partially offset by 2018 first year acquisition accounting charges of $0.09 per share and a $0.04 per share loss on the residential storage business.

Net earnings attributable to common stockholders in 2018 were $2.2 billion, up 45 percent compared with 2017, and diluted earnings per share were $3.46, up 47 percent. Earnings per share for 2018 included the net tax benefit due to impacts of the Act of $0.30 per share. Results also included an $0.18 per share benefit from the lower tax rate on 2018 earnings, partially offset by a $0.04 per share loss on the residential storage business. The 2017 results included a net loss from discontinued operations of $125 million which benefited net earnings and earnings per share comparisons 11 percentage points. Discontinued operations included the network power systems business, which was sold on November 30, 2016 for $4.0 billion in cash, and the power generation, motors and drives business, which was sold on January 31, 2017 for approximately $1.2 billion. See Note 4.

Return on common stockholders' equity (net earnings attributable to common stockholders divided by average common stockholders' equity) was 26.8 percent in 2019 compared with 24.9 percent in 2018 and 18.6 percent in 2017. Return on total capital was 19.5 percent in 2019 compared with 20.6 percent in 2018 and 15.3 percent in 2017 (computed as net earnings attributable to common stockholders excluding after-tax net interest expense, divided by average common stockholders' equity plus short- and long-term debt less cash and short-term investments). Higher net earnings benefited the 2019 returns, while an increase in long-term debt negatively impacted the return on total capital. The impacts of U.S. tax reform discussed above benefited the 2018 return on common stockholders' equity and return on total capital, while the acquisition of the valves & controls business and discontinued operations reduced the 2017 returns.

Business Segments Following is an analysis of segment results for 2019 compared with 2018, and 2018 compared with 2017. The Company defines segment earnings as earnings before interest and income taxes. In connection with the strategic portfolio repositioning actions completed in fiscal 2017, the Company began reporting three segments: Automation Solutions; and Climate Technologies and Tools & Home Products, which together comprise the Commercial & Residential Solutions business. See Note 18.



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AUTOMATION SOLUTIONS
(dollars in millions)   2017        2018       2019     18 vs. 17     19 vs. 18

Sales                 $ 9,418     11,441     12,202         21 %         7 %
Earnings              $ 1,522      1,886      1,947         24 %         3 %
Margin                   16.2 %     16.5 %     16.0 %

Sales by Major Product Offering Measurement & Analytical Instrumentation $ 3,070 3,604 3,807 17 % 6 % Valves, Actuators & Regulators

             2,659     3,749     3,794    41 %    1 %
Industrial Solutions                       1,689     1,967     2,232    16 %   14 %

Process Control Systems & Solutions 2,000 2,121 2,369 6 % 12 %


   Total                                 $ 9,418    11,441    12,202    21 %    7 %



2019 vs. 2018 - Automation Solutions sales were $12.2 billion in 2019, an increase of $761 million, or 7 percent. Underlying sales increased 5 percent ($582 million) on higher volume and slightly higher price. Acquisitions added 4 percent ($426 million) and foreign currency translation had a 2 percent ($247 million) unfavorable impact. Sales for Measurement & Analytical Instrumentation increased $203 million, or 6 percent, reflecting broad-based strength across process and hybrid end markets. Valves, Actuators & Regulators increased $45 million, or 1 percent, on favorable global oil and gas demand. Industrial Solutions sales increased $265 million, or 14 percent, due to the Aventics acquisition ($292 million), while discrete manufacturing end markets were slow in the U.S. and Europe. Process Control Systems & Solutions increased $248 million, or 12 percent, driven by greenfield investment and modernization activity, while acquisitions added $134 million. Underlying sales increased 4 percent in the Americas (U.S. up 2 percent), 4 percent in Europe, and 8 percent in Asia, Middle East & Africa (China up 13 percent), supported by infrastructure investment across the region. Earnings of $1.9 billion increased $61 million from the prior year driven by higher volume and price. Margin decreased 0.5 percentage points to 16.0 percent, reflecting a dilutive impact from acquisitions of 0.7 percentage points and increased restructuring expense of $24 million. Excluding these items, margin increased due to leverage on the higher volume.

2018 vs. 2017 - Automation Solutions reported sales of $11.4 billion in 2018, an increase of $2.0 billion or 21 percent. Underlying sales increased 10 percent ($922 million) on higher volume. Acquisitions added 10 percent ($978 million) and foreign currency translation added 1 percent ($123 million). Sales for Measurement & Analytical Instrumentation increased $534 million, or 17 percent, and Process Control Systems & Solutions increased $121 million, or 6 percent, due to increased spending by global oil and gas customers, strong MRO demand and growth of small and mid-sized projects focused on facility expansion and optimization. The acquisition of Paradigm ($113 million) also supported Measurement & Analytical Instrumentation sales. Valves, Actuators & Regulators increased $1.1 billion, or 41 percent, led by the valves & controls acquisition ($771 million) and broad-based demand across end markets, including energy, power and life sciences. Industrial Solutions sales increased $278 million, or 16 percent, driven by favorable global trends in general industrial end markets. Underlying sales increased 13 percent in the Americas (U.S. up 14 percent), 1 percent in Europe and 11 percent in Asia, Middle East & Africa (China up 21 percent). Earnings of $1.9 billion increased $364 million from the prior year on higher volume and leverage, cost reduction savings and lower restructuring expense of $22 million, partially offset by higher investment spending. Margin increased 0.3 percentage points to 16.5 percent. These results reflect a dilutive impact on comparisons from the valves & controls acquisition of 1.2 percentage points, which included an impact from higher intangibles amortization of 0.4 percentage points, or $45 million.



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COMMERCIAL & RESIDENTIAL SOLUTIONS
(dollars in millions)   2017       2018      2019      18 vs. 17     19 vs. 18

Sales:

Climate Technologies $ 4,212 4,454 4,313 6 % (3 )% Tools & Home Products 1,645 1,528 1,856 (7 )% 22 %


   Total              $ 5,857     5,982     6,169         2  %          3  %

Earnings:

Climate Technologies $ 975 972 883 - % (9 )% Tools & Home Products 383 380 388 (1 )% 2 %


   Total              $ 1,358     1,352     1,271         -  %         (6 )%
Margin                   23.2 %    22.6 %    20.6 %


2019 vs. 2018 - Commercial & Residential Solutions sales were $6.2 billion in 2019, an increase of $187 million, or 3 percent. Underlying sales decreased 1 percent ($59 million) on lower volume partially offset by higher price. Acquisitions added 5 percent ($320 million) while foreign currency translation subtracted 1 percent ($74 million). Climate Technologies sales were $4.3 billion in 2019, a decrease of $141 million, or 3 percent. HVAC sales were down sharply in Asia, Middle East & Africa, particularly in China air conditioning and heating markets, while growth in the U.S. was modest. Global cold chain sales were down slightly, as modest growth in the U.S. was more than offset by slower demand in Asia and Europe. Tools & Home Products sales were $1.9 billion in 2019, up $328 million or 22 percent compared to the prior year, reflecting the tools and test acquisition and modest growth for professional tools. Sales for wet/dry vacuums were up moderately due to higher price, while food waste disposers were flat. Overall, underlying sales increased 3 percent in the Americas (U.S. up 2 percent) and 1 percent in Europe, while Asia, Middle East & Africa decreased 12 percent (China down 15 percent). Earnings were $1.3 billion, a decrease of $81 million and margin was down 2.0 percentage points, primarily due to a dilutive impact from the tools and test acquisition of 0.8 percentage points, deleverage on lower volume in the Climate Technologies segment and unfavorable mix.

2018 vs. 2017 - Commercial & Residential Solutions sales were $6.0 billion in 2018, an increase of $125 million, or 2 percent. Underlying sales increased 4 percent ($226 million) on higher volume and slightly higher price. Foreign currency translation added 1 percent ($58 million) while the divestiture of the residential storage business, net of acquisitions, subtracted 3 percent ($159 million). Climate Technologies sales were $4.5 billion in 2018, an increase of $242 million, or 6 percent. Global HVAC sales were up moderately, reflecting robust growth in China, while sales were up moderately in Europe and modestly in the U.S. Cold chain sales were strong, led by robust growth in China and solid growth in Europe, while sales in the U.S. were up slightly. Sensors had strong growth, while temperature controls was flat. Tools & Home Products sales were $1.5 billion in 2018, down $117 million or 7 percent compared to the prior year, reflecting the impact of the residential storage divestiture ($298 million). Sales for professional tools were strong on favorable demand in oil and gas and construction-related markets, and the tools and test acquisition added $106 million. Wet/dry vacuums had solid growth and food waste disposers were up slightly. Overall, underlying sales increased 3 percent in the Americas (U.S. up 3 percent), 4 percent in Europe and 6 percent in Asia, Middle East & Africa (China up 11 percent). Earnings were $1.4 billion, a decrease of $6 million and margin was down 0.6 percentage points. Higher materials costs, the impact of acquisitions, unfavorable mix and increased restructuring expense of $11 million were partially offset by leverage on higher volume, favorable price and savings from cost reduction actions. In addition, the residential storage divestiture reduced earnings by $16 million, but benefited margin comparisons 1.0 percentage points, while higher warranty costs of $10 million associated with a specific product issue in Climate Technologies partially offset this benefit.



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Financial Position, Capital Resources and Liquidity



The Company continues to generate substantial cash from operations and has the
resources available to reinvest for growth in existing businesses, pursue
strategic acquisitions and manage its capital structure on a short- and
long-term basis.
CASH FLOW FROM CONTINUING OPERATIONS
(dollars in millions)                                  2017          2018         2019

Operating Cash Flow                                 $   2,690        2,892        3,006
   Percent of sales                                      17.6 %       16.6 %       16.4 %
Capital Expenditures                                $     476          617          594
   Percent of sales                                       3.1 %        3.5 %        3.2 %
Free Cash Flow (Operating Cash Flow less Capital
Expenditures)                                       $   2,214        2,275        2,412
   Percent of sales                                      14.5 %       13.1 %       13.1 %
Operating Working Capital                           $   1,007          985        1,113
   Percent of sales                                       6.6 %        5.7 %        6.1 %


Operating cash flow for 2019 was $3.0 billion, a $114 million, or 4 percent increase compared with 2018, due to higher earnings, partially offset by higher operating working capital. Operating cash flow from continuing operations of $2.9 billion in 2018 increased 8 percent compared to $2.7 billion in 2017, primarily due to higher earnings, partially offset by an increase in working capital investment to support higher levels of sales activity and income taxes paid on the residential storage divestiture. At September 30, 2019, operating working capital as a percent of sales was 6.1 percent compared with 5.7 percent in 2018 and 6.6 percent in 2017. Contributions to pension plans were $60 million in 2019, $61 million in 2018 and $45 million in 2017.

Capital expenditures were $594 million, $617 million and $476 million in 2019, 2018 and 2017, respectively. Free cash flow (operating cash flow less capital expenditures) was $2.4 billion in 2019, up 6 percent. Free cash flow from continuing operations was $2.3 billion in 2018, compared with $2.2 billion in 2017. The Company is targeting capital spending of approximately $600 million in 2020. Net cash paid in connection with acquisitions was $469 million, $2.2 billion and $3.0 billion in 2019, 2018 and 2017, respectively. Proceeds from divestitures not classified as discontinued operations were $14 million, $201 million and $39 million in 2019, 2018 and 2017, respectively.

Dividends were $1.2 billion ($1.96 per share) in 2019, compared with $1.2 billion ($1.94 per share) in 2018 and $1.2 billion ($1.92 per share) in 2017. In November 2019, the Board of Directors voted to increase the quarterly cash dividend 2 percent, to an annualized rate of $2.00 per share.

Purchases of Emerson common stock totaled $1.25 billion, $1.0 billion and $400 million in 2019, 2018 and 2017, respectively, at average per share prices of $62.83, $66.25 and $60.51.

The Board of Directors authorized the purchase of up to 70 million common shares in November 2015, and 21.9 million shares remain available for purchase under this authorization. The Company purchased 19.9 million shares in 2019, 15.1 million shares in 2018, and 6.6 million shares in 2017 under this authorization.



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LEVERAGE/CAPITALIZATION
(dollars in millions)                2017        2018       2019

Total Assets                      $ 19,589     20,390     20,497
Long-term Debt                    $  3,794      3,137      4,277
Common Stockholders' Equity       $  8,718      8,947      8,233

Total Debt-to-Total Capital Ratio 34.8 % 34.7 % 41.0 % Net Debt-to-Net Capital Ratio 15.4 % 29.1 % 33.9 % Operating Cash Flow-to-Debt Ratio 57.8 % 60.7 % 52.5 % Interest Coverage Ratio

              12.6X      14.2X      15.2X



Total debt, which includes long-term debt, current maturities of long-term debt, commercial paper and other short-term borrowings, was $5.7 billion, $4.8 billion and $4.7 billion for 2019, 2018 and 2017, respectively. During the year, the Company repaid $400 million of 5.25% notes that matured in October 2018 and $250 million of 5.0% notes that matured in April 2019. In January 2019, the Company issued €500 million of 1.25% notes due October 2025 and €500 million of 2.0% notes due October 2029. In May 2019, the Company issued €500 million of 0.375% notes due May 2024. The net proceeds from the sale of the notes were used to reduce commercial paper borrowings and for general corporate purposes. In 2018 and 2017, respectively, the Company repaid $250 million of 5.375% notes that matured in October 2017 and $250 million of 5.125% notes that matured in December 2016.

The total debt-to-capital ratio and the net debt-to-net capital ratio (less cash and short-term investments) increased in 2019 due to increased borrowings. In 2018 the net debt-to-net capital ratio increased due to a decrease in cash which was used for acquisitions during the year. The operating cash flow-to-debt ratio decreased in 2019 primarily due to the increased borrowings in the current year, partially offset by a modest increase in operating cash flows. The increase in 2018 was primarily due to higher operating cash flows. The interest coverage ratio is computed as earnings from continuing operations before income taxes plus interest expense, divided by interest expense. The increase in interest coverage in 2018 and 2019 reflects higher earnings in the respective years.

In May 2018, the Company entered into a $3.5 billion five-year revolving backup credit facility with various banks, which replaced the April 2014 $3.5 billion facility. The credit facility is maintained to support general corporate purposes, including commercial paper borrowings. The Company has not incurred any borrowings under this or previous facilities. The credit facility contains no financial covenants and is not subject to termination based on a change of credit rating or material adverse changes. The facility is unsecured and may be accessed under various interest rate and currency denomination alternatives at the Company's option. Fees to maintain the facility are immaterial. The Company also maintains a universal shelf registration statement on file with the SEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase units without a predetermined limit. Securities can be sold in one or more separate offerings with the size, price and terms to be determined at the time of sale.

Emerson's financial structure provides the flexibility necessary to achieve its strategic objectives. The Company has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth. At September 30, 2019, substantially all of the Company's cash was held outside the U.S. (primarily in Europe and Asia). The Company routinely repatriates a portion of its non-U.S. cash from earnings each year, or otherwise when it can be accomplished tax efficiently, and provides for withholding taxes and any applicable U.S. income taxes as appropriate. The Company has been able to readily meet all its funding requirements and currently believes that sufficient funds will be available to meet the Company's needs in the foreseeable future through operating cash flow, existing resources, short- and long-term debt capacity or backup credit lines.




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CONTRACTUAL OBLIGATIONS At September 30, 2019, the Company's contractual obligations, including estimated payments, are as follows:


                                                   Amounts Due By Period
                                                Less
                                              Than 1        1 - 3        3 - 5     More Than
(dollars in millions)             Total         Year        Years        Years       5 Years

Long-term Debt (including
Interest)                     $   6,163          663        1,080        1,226         3,194
Operating Leases                    511          159          194           95            63
Purchase Obligations                854          738           94           16             6
   Total                      $   7,528        1,560        1,368        1,337         3,263


Purchase obligations consist primarily of inventory purchases made in the normal course of business to meet operational requirements. The table above does not include $2.0 billion of other noncurrent liabilities recorded in the balance sheet and summarized in Note 19, which consist primarily of pension and postretirement plan liabilities, asbestos litigation, deferred income taxes and unrecognized tax benefits, because it is not certain when these amounts will become due. See Notes 11 and 12 for estimated future benefit payments and Note 14 for additional information on deferred income taxes.

FINANCIAL INSTRUMENTS The Company is exposed to market risk related to changes in interest rates, foreign currency exchange rates and commodity prices, and selectively uses derivative financial instruments, including forwards, swaps and purchased options to manage these risks. The Company does not hold derivatives for trading or speculative purposes. The value of derivatives and other financial instruments is subject to change as a result of market movements in rates and prices. Sensitivity analysis is one technique used to forecast the impact of these movements. Based on a hypothetical 10 percent increase in interest rates, a 10 percent decrease in commodity prices or a 10 percent weakening in the U.S. dollar across all currencies, the potential losses in future earnings, fair value or cash flows are not material. Sensitivity analysis has limitations; for example, a weaker U.S. dollar would benefit future earnings through favorable translation of non-U.S. operating results, and lower commodity prices would benefit future earnings through lower cost of sales. See Notes 1, and 8 through 10.

Critical Accounting Policies Preparation of the Company's financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. Note 1 describes the significant accounting policies used in preparation of the consolidated financial statements. The most significant areas where management judgments and estimates impact the primary financial statements are described below. Actual results in these areas could differ materially from management's estimates under different assumptions or conditions.

REVENUE RECOGNITION The Company evaluates its contracts with customers to identify the promised goods or services and recognizes revenue for the identified performance obligations at the amount the Company expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Revenue is recognized when, or as, performance obligations are satisfied and control has transferred to the customer, typically when products are shipped or delivered, title and risk of loss pass to the customer, and the Company has a present right to payment. 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, generally in accordance with shipping terms. A portion of the Company's revenues relate to the sale of software and post-contract customer support, parts and labor for repairs, and engineering services.

In limited circumstances, contracts include multiple performance obligations, where revenue is recognized separately for each good or service, as well as contracts where revenue is recognized over time as control transfers to the customer. Tangible products represent a large majority of the delivered items in contracts with multiple performance obligations or where revenue is recognized over time, while a smaller portion is attributable to installation, service and maintenance. In sales arrangements that involve multiple performance obligations, revenue is allocated based on the relative standalone selling price for each performance obligation. Observable selling prices from actual transactions are used whenever possible. In other instances, the Company determines the



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standalone selling price based on third-party pricing or management's best estimate. For revenues recognized over time, the Company typically uses an input method to determine progress and recognize revenue, based on costs incurred. The Company believes costs incurred closely correspond with its performance under the contract and the transfer of control to the customer.

LONG-LIVED ASSETS Long-lived assets, which include property, plant and equipment, goodwill and identifiable intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate impairment may exist. If the Company determines that the carrying value of a long-lived asset may not be recoverable, a permanent impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. Reporting units are also reviewed for possible goodwill impairment at least annually, in the fourth quarter. If an initial assessment indicates it is more likely than not an impairment may exist, it is evaluated by comparing the unit's estimated fair value to its carrying value. Fair value is generally estimated using an income approach that discounts estimated future cash flows using discount rates judged by management to be commensurate with the applicable risk. Estimates of future sales, operating results, cash flows and discount rates are subject to changes in the economic environment, including such factors as the general level of market interest rates, expected equity market returns and the volatility of markets served, particularly when recessionary economic circumstances continue for an extended period of time. Management believes the estimates of future cash flows and fair values are reasonable; however, changes in estimates due to variance from assumptions could materially affect the evaluations.

RETIREMENT PLANS The Company maintains a prudent long-term investment strategy consistent with the duration of pension obligations. The determination of defined benefit plan expense and liabilities is dependent on various assumptions, including the expected annual rate of return on plan assets, the discount rate and the rate of annual compensation increases. Management believes the assumptions used are appropriate; however, actual experience may differ. In accordance with U.S. generally accepted accounting principles, actual results that differ from the Company's assumptions are accumulated as deferred actuarial gains or losses and amortized to expense in future periods. The Company's principal U.S. defined benefit plan is closed to employees hired after January 1, 2016 while shorter-tenured employees ceased accruing benefits effective October 1, 2016.

As of September 30, 2019, the U.S. pension plans were underfunded by $202 million in total, including unfunded plans totaling $211 million. The non-U.S. plans were underfunded by $300 million, including unfunded plans totaling $311 million. The Company contributed a total of $60 million to defined benefit plans in 2019 and expects to contribute approximately $60 million in 2020. At year-end 2019, the discount rate for U.S. plans was 3.22 percent, and was 4.26 percent in 2018. The assumed investment return on plan assets was 7.00 percent in 2019, 7.00 percent in 2018 and 7.25 percent in 2017, and is expected to be 6.75 percent for 2020. Deferred actuarial losses to be amortized to expense in future years were $1.3 billion ($1.0 billion after-tax) as of September 30, 2019. See Notes 11 and 12.

CONTINGENT LIABILITIES The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability (including asbestos) and other matters, several of which claim substantial amounts of damages. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management's estimates of the outcomes of these matters; and the Company's experience in contesting, litigating and settling similar matters. The Company engages an outside expert to develop an actuarial estimate of its expected costs to resolve all pending and future asbestos claims, including defense costs, as well as its related insurance receivables. The reserve for asbestos litigation, which is recorded on an undiscounted basis, is based on projected claims through 2065.

Although it is not possible to predict the ultimate outcome of these matters, the Company historically has been largely successful in defending itself against claims and suits that have been brought against it, and will continue to defend itself vigorously in all such matters. While the Company believes a material adverse impact is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future development could have a material adverse impact on the Company. See Note 13.




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INCOME TAXES Income tax expense and tax assets and liabilities reflect management's assessment of taxes paid or expected to be paid (received) on items included in the financial statements. Deferred tax assets and liabilities arise from temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and consideration of operating loss and tax credit carryforwards. Deferred income taxes are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. The impact on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided to reduce deferred tax assets to the amount that will more likely than not be realized. This requires management to make judgments and estimates regarding the amount and timing of the reversal of taxable temporary differences, expected future taxable income, and the impact of tax planning strategies.

Uncertainty exists regarding tax positions taken in previously filed tax returns which remain subject to examination, along with positions expected to be taken in future returns. The Company provides for unrecognized tax benefits, based on the technical merits, when it is more likely than not that an uncertain tax position will not be sustained upon examination. Adjustments are made to the uncertain tax positions when facts and circumstances change, such as the closing of a tax audit; changes in applicable tax laws, including tax case rulings and legislative guidance; or expiration of the applicable statute of limitations.

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act, which made comprehensive changes to U.S. federal income tax laws by moving from a global to a modified territorial tax regime. As a result, cash repatriated to the U.S. is generally no longer subject to U.S. federal income taxes. No provision is made for withholding taxes and any applicable U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries where these earnings are considered indefinitely invested or otherwise retained for continuing international operations. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. See Notes 1 and 14.



Other Items

LEGAL MATTERS At September 30, 2019, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial statements, nor were there any material commitments outside the normal course of business.

NEW ACCOUNTING PRONOUNCEMENTS On October 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, which updated and consolidated revenue recognition guidance from multiple sources into a single, comprehensive standard to be applied for all contracts with customers. The fundamental principle of the revised standard is to recognize revenue based on the transfer of goods and services to customers at the amount the Company expects to be entitled to in exchange for those goods and services. The Company adopted the new standard using the modified retrospective approach and applied the guidance to open contracts which were not completed at the date of adoption. The cumulative effect of adoption resulted in a $30 million increase to beginning retained earnings as of October 1, 2018. This increase primarily related to contracts where a portion of revenue for delivered goods or services was previously deferred due to contingent payment terms. The adoption of ASC 606 did not materially impact the Company's consolidated financial statements as of and for the year ended September 30, 2019.

In the first quarter of fiscal 2019, the Company adopted updates to ASC 715, Compensation - Retirement Benefits, which permit only the service cost component of net periodic pension and postretirement expense to be reported with compensation costs, while all other components are required to be reported separately in other deductions. These updates were adopted retrospectively and resulted in the reclassification of $40 million of income and $38 million of expense for 2018 and 2017, respectively, from cost of sales and SG&A to other deductions, net. Segment earnings were not impacted by the updates to ASC 715.

In February 2016, the FASB issued ASC 842, Leases, which requires rights and obligations related to lease arrangements to be recognized on the balance sheet. Also required are additional disclosures regarding the amount, timing and uncertainty of cash flows resulting from lease arrangements. Currently, obligations classified as operating leases are not recorded on the balance sheet but must be disclosed. The Company adopted the new standard on October 1, 2019 using the optional transition method under which prior periods were not adjusted. The



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adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets and related lease liabilities of approximately $500 million, but is not expected to materially impact the Company's earnings or cash flows. The Company is in the process of finalizing changes to its business processes, systems, internal controls and accounting policies to support recognition and disclosure under the new guidance.



In August 2017, the FASB issued updates to ASC 815, Derivatives and Hedging,
which permit hedging certain contractually specified risk components.
Additionally, the updates eliminate the requirement to separately measure and
report hedge ineffectiveness and simplify hedge documentation and effectiveness
assessment requirements. These updates, which are effective in the first quarter
of fiscal 2020 and must be adopted using a modified retrospective approach, are
not expected to have a material impact at adoption or on the Company's results
of operations.
In January 2017, the FASB issued updates to ASC 350, Intangibles - Goodwill and
Other, eliminating 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. These updates
are effective prospectively for impairment tests beginning in fiscal 2021, with
early adoption permitted.
In August 2018, the FASB issued 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. These updates are effective
either prospectively or retrospectively in the first quarter of fiscal 2021,
with early adoption permitted, and are not expected to materially impact the
Company's results of operations.
In June 2016, the FASB issued ASC 326, Financial Instruments - Credit Losses,
which amends the impairment model by requiring entities to use a forward-looking
approach, based on expected losses, to estimate credit losses on certain types
of financial instruments, including trade receivables. The new standard is
effective in the first quarter of fiscal 2021. The Company is in the process of
evaluating the impact of the new standard on its financial statements.
In August 2018, the FASB issued updates to ASC 715, Compensation - Retirement
Benefits, which modify the disclosure requirements for employers that sponsor
defined benefit plans or other postretirement plans. These updates are effective
in fiscal 2021, with early adoption permitted, and must be adopted on a
retrospective basis. The updates change disclosures only and will not impact the
Company's results of operations.

FISCAL 2020 OUTLOOK As previously announced, the Company is conducting a comprehensive review of its operational, capital allocation and portfolio initiatives. The Company's Board is leading the evaluation and an update will be provided when the Board has concluded the review. The outlook discussed below excludes any potential impact from the Board's ongoing review.

The guidance for fiscal 2020 assumes that end market growth is muted, or even slightly negative, with consolidated net sales expected to be down 3 percent to up 1 percent and underlying sales down 2 percent to up 2 percent, excluding unfavorable currency translation of 1 percent. Automation Solutions net sales are expected to be down 2 percent to up 2 percent, with underlying sales down 1 percent to up 3 percent excluding unfavorable foreign currency translation of 1 percent. Commercial & Residential Solutions net sales are expected to be down 5 percent to down 1 percent, with underlying sales down 3 percent to up 1 percent excluding unfavorable foreign currency translation of 1 percent and an impact from divestitures of 1 percent. Earnings per share are expected to be $3.48 to $3.72. Operating cash flow is expected to be approximately $3.1 billion and free cash flow, which excludes targeted capital spending of $600 million, is expected to be approximately $2.5 billion. The Company's planned share repurchases are $1.5 billion for fiscal 2020.

The United Kingdom (UK) continues to negotiate its withdrawal from the European Union (EU), commonly known as "Brexit." The EU agreed to postpone the withdrawal deadline to January 31, 2020. The Company's net sales in the UK are principally in the Automation Solutions segment and represent less than two percent of consolidated sales. Sales of products manufactured in the UK and sold within the EU are immaterial. The Company is evaluating several potential Brexit scenarios and believes the direct cost of incremental tariffs, logistics and other items would be immaterial.




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