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 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. 14 -------------------------------------------------------------------------------- Non-GAAP Financial Measures To supplement the Company's financial information presented in accordance withU.S. generally accepted accounting principles (U.S. GAAP), management periodically uses certain "non-GAAP financial measures," as such term is defined in Regulation G underSEC 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 withU.S. GAAP. For example, non-GAAP measures may exclude the impact of certain items such as our strategic repositioning actions, 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 withU.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 ofU.S. tax reform or other discrete taxes, 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). 15 -------------------------------------------------------------------------------- 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 endedSeptember 30, 2020 have been prepared in conformity withU.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 controls. 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 withU.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 ReportingThe 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 theCommittee of Sponsoring Organizations of theTreadway Commission . Based on this evaluation, management has concluded that internal control over financial reporting was effective as ofSeptember 30, 2020 . 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 16
-------------------------------------------------------------------------------- Results of Operations Years endedSeptember 30 (Dollars in Item 7 are in millions, except per share amounts or where noted) 2018 2019 2020 19 vs. 18 20 vs. 19 Net sales$ 17,408 18,372 16,785 6 % (9) % Gross profit$ 7,432 7,815 7,009 5 % (10) % Percent of sales 42.7 % 42.5 % 41.8 % SG&A$ 4,269 4,457 3,986 Percent of sales 24.5 % 24.2 % 23.8 % Other deductions, net$ 337 325 532 Amortization of intangibles$ 211 238 239 Restructuring costs$ 65 95 284 Interest expense, net$ 159 174 156 Earnings before income taxes$ 2,667 2,859 2,335 7 % (18) % Percent of sales 15.3 % 15.6 % 13.9 % Net earnings common stockholders$ 2,203 2,306 1,965 5 % (15) % Percent of sales 12.7 % 12.6 % 11.7 % Diluted EPS$ 3.46 3.71 3.24 7 % (13) % Return on common stockholders' equity 24.9 % 26.8 % 23.6 % Return on total capital 20.6 % 19.5 % 16.8 % COVID-19 UPDATE Emerson's business, operations and end markets were negatively impacted in 2020 by the global outbreak and rapid spread of the coronavirus (COVID-19). As the situation rapidly evolved, the Company's leadership and global operations remained focused on safely serving our customers and protecting the health and safety of our employees. In response to the pandemic, the Company took actions aligned with theWorld Health Organization and theCenters for Disease Control and Prevention to protect its workforce so they could more safely and effectively perform their work. The Company embraced guidelines set by these organizations, including social distancing, good hygiene, restrictions on employee travel and in-person meetings, and changes to employee work arrangements including remote work arrangements where appropriate. The outbreak began in the Company's second fiscal quarter and resulted in a rapid decline in demand which impacted most of the Company's end markets and geographies in the second half of the year, particularly inNorth America . Overall, sales declined 9 percent compared with the prior year, consistent with management's guidance provided inApril 2020 . Demand has begun to return in the Commercial & Residential Solutions business and stabilize in the Automation Solutions business. In response to COVID-19, the Company increased its restructuring and cost reset actions that began in the third quarter of fiscal 2019. These incremental efforts and prior actions resulted in fiscal 2020 savings of approximately$220 and supported the Company's profitability despite the headwind from lower sales. The Company also benefited in the second half of the year from a salary and hiring freeze, furloughs, compensation reductions for the Board of Directors and key executives across Emerson, and curtailed travel, meetings and discretionary spending. Overall, selling, general and administrative expenses as a percent of sales decreased 0.9 percentage points in the second half of the year despite the negative impact from deleverage on lower sales, and the restructuring initiatives are expected to yield improved operating margins as sales volumes recover. 17
-------------------------------------------------------------------------------- The Company also increased its cash holdings to support liquidity in response to the potential effects of COVID-19. InApril 2020 , the Company issued$1.5 billion of long-term debt at a weighted-average rate of approximately 2.15% to further manage its liquidity and balance sheet, and inSeptember 2020 , issued an additional$750 of long-term debt at 0.875%, a portion of which was used to fund the acquisition ofOpen Systems International, Inc. , which closed onOctober 1, 2020 . The Company also took actions to conservatively manage its cash through reductions in planned capital expenditures for fiscal 2020 and by suspending its share repurchases in the third quarter. The Company's long-term debt ratings, which are A2 by Moody's Investors Service and A by Standard and Poor's, remain unchanged. Management's actions to adjust to the lower demand caused by COVID-19 supported the Company's commitment to its dividend plan and onNovember 3, 2020 , it approved an increase to its dividend for the 65th consecutive year.
See "Outlook" and Item 1A - "Risk Factors" for additional discussion of the impacts of COVID-19 and the Company's response.
OVERVIEW
Overall, sales for 2020 were$16.8 billion , down 9 percent compared with the prior year, and were adversely impacted by foreign currency translation which deducted 1 percent. During the year, the Company took restructuring and other actions to protect its operating results from the deleverage caused by lower sales. Net earnings common stockholders were$1,965 in 2020, down 15 percent compared with prior year earnings of$2,306 , and diluted earnings per share were$3.24 , down 13 percent versus$3.71 per share in 2019, largely due to higher restructuring charges related to the Company's initiatives to improve operating margins. The Company generated operating cash flow of$3.1 billion in 2020, an increase of$77 , or 3 percent, due in part to lower working capital needs associated with lower demand. The Company also took actions to ensure adequate liquidity and successfully raised over$2.2 billion in the debt markets.NET SALES Net sales for 2020 were$16.8 billion , a decrease of$1.6 billion , or 9 percent compared with 2019. Sales decreased$1,047 in Automation Solutions and$526 in Commercial & Residential Solutions. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, decreased 8 percent ($1.4 billion ) on lower volume. Divestitures net of acquisitions subtracted$11 and foreign currency translation subtracted 1 percent ($161 ). Underlying sales decreased 11 percent in theU.S. and 5 percent internationally. Net sales for 2019 were$18.4 billion , an increase of$1.0 billion , or 6 percent compared with 2018. Sales increased$761 in Automation Solutions and$187 in Commercial & Residential Solutions. Underlying sales increased 3 percent ($526 ) on higher volume and slightly higher price. Acquisitions added 5 percent ($759 ) while foreign currency translation subtracted 2 percent ($321 ). Underlying sales increased 2 percent in theU.S. and 4 percent internationally. INTERNATIONAL SALES Emerson is a global business with international sales representing 56 percent of total sales in 2020, includingU.S. exports. The Company generally expects faster economic growth in emerging markets inAsia ,Latin America ,Eastern Europe andMiddle East /Africa . International destination sales, includingU.S. exports, decreased 6 percent, to$9.4 billion in 2020, reflecting decreases in both the Automation Solutions and Commercial & Residential Solutions businesses.U.S. exports of$1.0 billion were down 10 percent compared with 2019. Underlying international destination sales were down 5 percent, as foreign currency translation had a 1 percent unfavorable impact on the comparison. Underlying sales decreased 4 percent inEurope , 4 percent inAsia ,Middle East &Africa (China down 5 percent), 7 percent inLatin America and 11 percent inCanada . Origin sales by international subsidiaries, including shipments to theU.S. , totaled$8.5 billion in 2020, down 5 percent compared with 2019. International destination sales, includingU.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 inEurope , 2 percent inAsia ,Middle East &Africa (China 18 -------------------------------------------------------------------------------- up 3 percent), 17 percent inLatin America and 4 percent inCanada . Origin sales by international subsidiaries, including shipments to theU.S. , totaled$9.0 billion in 2019, up 5 percent compared with 2018. ACQUISITIONS AND DIVESTITURES OnOctober 1, 2020 , the Company completed the acquisition ofOpen Systems International, Inc. , a leading operations technology software provider in the global power industry, for approximately$1.6 billion , net of cash acquired. This business, which has annual sales of approximately$170 , will be reported in the Automation Solutions segment.
In 2020, the Company acquired three businesses, two in the Automation Solutions
segment and one in the Climate Technologies segment, for
The Company acquired eight businesses in 2019, all in the Automation Solutions segment, for$469 , net of cash acquired. These eight businesses had combined annual sales of approximately$300 . OnJuly 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 , net of cash acquired. This business, which has annual sales of approximately$425 , is included in the Industrial Solutions product offering within the Automation Solutions segment. OnJuly 2, 2018 , the Company completed the acquisition of Textron's tools and test equipment business for$810 , net of cash acquired. This business, with annual sales of approximately$470 , is a manufacturer of electrical and utility tools, diagnostics, and test and measurement instruments, and is reported in the Tools & Home products segment.
On
In fiscal 2018, the Company also acquired four smaller businesses, two in the Automation Solutions segment and two in the Climate Technologies segment.
OnOctober 2, 2017 , the Company sold its residential storage business for$200 in cash, and recognized a small pretax gain and an after-tax loss of$24 ($0.04 per share) in 2018 due to income taxes resulting from nondeductible goodwill. The Company realized approximately$150 in after-tax cash proceeds from the sale.
See Note 4 for further information on acquisitions and divestitures, including pro forma financial information.
COST OF SALES Cost of sales for 2020 were$9,776 , a decrease of$781 compared with$10,557 in 2019, primarily due to lower volume. Gross profit was$7,009 in 2020 compared to$7,815 in 2019, while gross margin decreased 0.7 percentage points to 41.8 percent, reflecting deleverage on lower sales volume and unfavorable mix within Automation Solutions, partially offset by favorable price-cost. Cost of sales for 2019 were$10,557 , an increase of$581 compared with$9,976 in 2018. The increase is primarily due to acquisitions and higher volume, partially offset by the impact of foreign currency translation. Gross profit was$7,815 in 2019 compared to$7,432 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. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative (SG&A) expenses of$3,986 in 2020 decreased$471 compared with 2019 and SG&A as a percent of sales decreased 0.4 percentage points to 23.8 percent. Savings of approximately$220 from the Company's restructuring and cost reset actions that began in the third quarter of fiscal 2019 offset deleverage on lower sales volume. The Company's restructuring initiatives are expected to yield improved operating margins as sales volumes recover. The Company also benefited in the second half of the year from a salary and hiring freeze, furloughs, compensation reductions for the Board of Directors and key executives across Emerson, and curtailed travel, meetings and discretionary spending. 19 -------------------------------------------------------------------------------- SG&A expenses of$4,457 in 2019 increased$188 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 , 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. OTHER DEDUCTIONS, NET Other deductions, net were$532 in 2020, an increase of$207 compared with 2019. The increase reflects increased restructuring costs of$189 and an unfavorable impact on comparisons from pensions of$48 , partially offset by lower acquisition/divestiture and litigation costs. See Note 5. Other deductions, net were$325 in 2019, a decrease of$12 compared with 2018. The decrease primarily reflects lower acquisition/divestiture costs of$29 , pension expenses of$42 and foreign currency transactions of$13 , partially offset by higher intangibles amortization and restructuring expense of$27 and$30 , respectively. INTEREST EXPENSE, NET Interest expense, net was$156 ,$174 and$159 in 2020, 2019 and 2018, respectively. The decrease in 2020 reflects the maturity of long-term debt with relatively higher interest rates, partially offset by lower interest income. The increase in 2019 was due to lower interest income. EARNINGS BEFORE INCOME TAXES Pretax earnings of$2,335 decreased$524 in 2020, down 18 percent compared with 2019. Earnings decreased$424 in Automation Solutions and$153 in Commercial & Residential Solutions. Costs reported at Corporate decreased$35 , as an increase in unallocated pension and postretirement costs of$55 was more than offset by a decline in all other corporate costs of$90 . See the Business discussion that follows and Note 18. Pretax earnings of$2,859 increased$192 in 2019, up 7 percent compared with 2018. Earnings increased$61 in Automation Solutions and decreased$81 in Commercial & Residential Solutions, while costs reported at Corporate decreased$227 . INCOME TAXES OnDecember 22, 2017 , theU.S. government enacted tax reform, the Tax Cuts and Jobs Act (the "Tax Act"), which made comprehensive changes toU.S. federal income tax laws by moving from a global to a modified territorial tax regime. The Tax Act includes a reduction of theU.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 ($0.30 per share) due to impacts of the Tax Act, consisting of a$94 benefit on revaluation of net deferred income tax liabilities to the lower tax rate,$35 of expense for the tax on deemed repatriation of accumulated non-U.S. earnings and withholding taxes, and the reversal of$130 accrued in previous periods for the planned repatriation of non-U.S. cash. The Company completed its accounting for the Tax Act in the first quarter of fiscal 2019. Effective in fiscal 2019, the Tax Act also subjects the Company toU.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 ($0.02 per share) tax benefit due to the issuance of final regulations related to the one-time tax on deemed repatriation. OnMarch 27, 2020 , the CARES Act was enacted in response to the COVID-19 pandemic, and among other things, provides tax relief to businesses. Tax provisions of the CARES Act include the deferral of certain payroll taxes, relief for retaining employees, and other provisions. The Company expects to defer$75 of certain payroll taxes through the end of calendar year 2020, of which$48 was deferred throughSeptember 30, 2020 . Income taxes were$345 ,$531 and$443 for 2020, 2019 and 2018, respectively, resulting in effective tax rates of 15 percent, 19 percent and 17 percent in 2020, 2019 and 2018, respectively. The rates in all years include benefits from restructuring subsidiaries of$103 ($0.17 per share),$74 ($0.12 per share) and$53 ($0.08 per share), respectively. The 2020 rate also included the impact of a research and development tax credit study, while 2019 and 2018 included discrete tax benefits due to the impacts of the Tax Act described above. See Note 14. 20
-------------------------------------------------------------------------------- NET EARNINGS AND EARNINGS PER SHARE; RETURNS ON EQUITY AND TOTAL CAPITAL Net earnings attributable to common stockholders in 2020 were$1,965 , down 15 percent compared with 2019, and diluted earnings per share were$3.24 , down 13 percent compared with$3.71 in 2019. The decline in sales volume, largely attributable to the negative effects of COVID-19, resulted in a decline in operating results of$0.27 per share, while restructuring costs and special advisory fees reduced earnings by$0.42 per share in the current year ($0.12 per share in the prior year). Higher pension expense partially offset by lower stock compensation expense negatively affected comparisons by$0.07 per share and unfavorable foreign currency deducted$0.06 per share. Results were favorably impacted by discrete tax items recognized in the fourth quarter ($0.20 per share), which included the subsidiary restructurings discussed above, while other discrete tax items provided a benefit of$0.08 per share. The prior year included discrete tax benefits of$0.12 per share. Share repurchases and lower interest expense provided a combined benefit of$0.09 per share. Net earnings attributable to common stockholders in 2019 were$2,306 , 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 Tax 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$0.04 per share loss on the residential storage business. Return on common stockholders' equity (net earnings attributable to common stockholders divided by average common stockholders' equity) was 23.6 percent in 2020 compared with 26.8 percent in 2019 and 24.9 percent in 2018. Return on total capital was 16.8 percent in 2020 compared with 19.5 percent in 2019 and 20.6 percent in 2018 (computed as net earnings attributable to common stockholders excluding after-tax net interest expense, divided by average common stockholders' equity plus short- and long-term debt less cash and short-term investments). Lower net earnings negatively impacted returns in 2020. In 2019, higher net earnings benefited the returns, while an increase in long-term debt negatively impacted the return on total capital. Business Segments Following is an analysis of segment results for 2020 compared with 2019, and 2019 compared with 2018. The Company defines segment earnings as earnings before interest and income taxes. AUTOMATION SOLUTIONS 2018 2019 2020 19 vs. 18 20 vs. 19 Sales$ 11,441 12,202 11,155 7 % (9) % Earnings$ 1,886 1,947 1,523 3 % (22) % Margin 16.5 % 16.0 % 13.6 % Sales by Major Product Offering Measurement & Analytical Instrumentation$ 3,604 3,807 3,237 6 % (15) % Valves, Actuators & Regulators 3,749 3,794 3,589 1 % (5) % Industrial Solutions 1,967 2,232 2,012 14 % (10) % Process Control Systems & Solutions 2,121 2,369 2,317 12 % (2) % Total$ 11,441 12,202 11,155 7 % (9) % 2020 vs. 2019 - Automation Solutions sales were$11.2 billion in 2020, a decrease of$1,047 , or 9 percent. Underlying sales decreased 8 percent ($963 ) on lower volume. The Machine Automation Solutions acquisition added$47 and foreign currency translation had a 1 percent ($131 ) unfavorable impact. Sales for Measurement & Analytical Instrumentation decreased$570 , or 15 percent, due to weakness in process industries, primarily inNorth America . Valves, Actuators & Regulators decreased$205 , or 5 percent, reflecting slower demand in most end markets. Industrial Solutions sales decreased$220 , or 10 percent, on lower global demand in discrete end markets. Process Control Systems & Solutions decreased$52 , or 2 percent, due to weakness in power end markets inChina and process end markets in theU.S. , partially offset by the Machine Automation Solutions acquisition. Underlying 21 -------------------------------------------------------------------------------- sales decreased 14 percent in theAmericas (U.S. down 14 percent), 5 percent inEurope , and 1 percent inAsia ,Middle East &Africa (China down 2 percent). Earnings of$1,523 decreased$424 from the prior year, primarily due to higher restructuring expenses of$179 and lower volume. Margin decreased 2.4 percentage points to 13.6 percent, reflecting a negative impact from restructuring expenses of 1.7 percentage points and unfavorable mix. Savings from cost reduction actions offset deleverage on lower sales volume. 2019 vs. 2018 - Automation Solutions sales were$12.2 billion in 2019, an increase of$761 , or 7 percent. Underlying sales increased 5 percent ($582 ) on higher volume and slightly higher price. Acquisitions added 4 percent ($426 ) and foreign currency translation had a 2 percent ($247 ) unfavorable impact. Sales for Measurement & Analytical Instrumentation increased$203 , or 6 percent, reflecting broad-based strength across process and hybrid end markets. Valves, Actuators & Regulators increased$45 , or 1 percent, on favorable global oil and gas demand. Industrial Solutions sales increased$265 , or 14 percent, due to the Aventics acquisition ($292 ), while discrete manufacturing end markets were slow in theU.S. andEurope . Process Control Systems & Solutions increased$248 , or 12 percent, driven by greenfield investment and modernization activity, while acquisitions added$134 . Underlying sales increased 4 percent in theAmericas (U.S. up 2 percent), 4 percent inEurope , and 8 percent inAsia ,Middle East &Africa (China up 13 percent), supported by infrastructure investment across the region. Earnings of$1,947 increased$61 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$24 . Excluding these items, margin increased due to leverage on the higher volume. COMMERCIAL & RESIDENTIAL SOLUTIONS 2018 2019 2020 19 vs. 18 20 vs. 19 Sales: Climate Technologies$ 4,454 4,313 3,980 (3) % (8) % Tools & Home Products 1,528 1,856 1,663 22 % (10) % Total$ 5,982 6,169 5,643 3 % (9) % Earnings: Climate Technologies$ 972 883 801 (9) % (9) % Tools & Home Products 380 388 317 2 % (18) % Total$ 1,352 1,271 1,118 (6) % (12) % Margin 22.6 % 20.6 % 19.8 % 2020 vs. 2019 - Commercial & Residential Solutions sales were$5.6 billion in 2020, a decrease of$526 , or 9 percent. Underlying sales decreased 7 percent ($454 ) on lower volume. The divestiture of two small non-core businesses subtracted 1 percent ($42 ) and foreign currency translation deducted 1 percent ($30 ). Climate Technologies sales were$4.0 billion in 2020, a decrease of$333 , or 8 percent. Air conditioning and heating sales declined, reflecting a sharp decline inAsia and moderate decline in theU.S. due to the effects of COVID-19. Global cold chain sales were also down, reflecting double-digit declines inAsia andEurope , whileNorth America was down moderately. Tools & Home Products sales were$1.7 billion in 2020, down$193 or 10 percent compared to the prior year, reflecting sharp declines in global professional tools markets. Sales for wet/dry vacuums were down moderately and food waste disposers were down slightly. Overall, underlying sales decreased 7 percent in theAmericas (U.S. down 8 percent) and 3 percent inEurope , whileAsia ,Middle East &Africa decreased 11 percent (China down 11 percent). Earnings were$1,118 , a decrease of$153 , and margin was down 0.8 percentage points, due to deleverage on lower sales volume and higher restructuring expenses which negatively impacted margins by 0.5 percentage points, partially offset by savings from cost reduction actions and favorable price-cost. 2019 vs. 2018 - Commercial & Residential Solutions sales were$6.2 billion in 2019, an increase of$187 , or 3 percent. Underlying sales decreased 1 percent ($59 ) on lower volume partially offset by higher price. Acquisitions added 5 percent ($320 ) while foreign currency translation subtracted 1 percent ($74 ). Climate Technologies sales were$4.3 billion in 2019, a decrease of$141 , or 3 percent. HVAC sales were down sharply inAsia ,Middle East &Africa , particularly inChina air conditioning and heating markets, while growth in theU.S. was modest. Global cold 22 -------------------------------------------------------------------------------- chain sales were down slightly, as modest growth in theU.S. was more than offset by slower demand inAsia andEurope . Tools & Home Products sales were$1.9 billion in 2019, up$328 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 theAmericas (U.S. up 2 percent) and 1 percent inEurope , whileAsia ,Middle East &Africa decreased 12 percent (China down 15 percent). Earnings were$1,271 , a decrease of$81 , 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.
Financial Position, Capital Resources and Liquidity
Emerson maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth. During fiscal 2020, the Company increased its cash holdings to support liquidity in response to the potential effects of COVID-19. InApril 2020 , the Company issued$1.5 billion of long-term debt at a weighted-average rate of approximately 2.15% to further manage its liquidity and balance sheet, and inSeptember 2020 , issued an additional$750 of long-term debt at 0.875%, a portion of which was used to fund the acquisition ofOpen Systems International, Inc. (OSI), which closed onOctober 1, 2020 . The Company also took actions to conservatively manage its cash through reductions in planned capital expenditures for fiscal 2020 and by suspending its share repurchases in the third quarter. The Company's long-term debt ratings, which are A2 by Moody's Investors Service and A by Standard and Poor's, remain unchanged. The Company currently believes that sufficient funds will be available to meet its needs for the foreseeable future through operating cash flow, existing resources, short- and long-term debt capacity, or its$3.5 billion revolving backup credit facility under which it has not incurred any borrowings. The Company remains committed to its dividend plan and onNovember 3, 2020 , approved an increase to its dividend for the 65th consecutive year. Emerson is in a strong financial position, with total assets of$23 billion and stockholders' equity of$8 billion , and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis. The Company continues to generate substantial operating cash flow, including over$3.0 billion in each of the last two years. CASH FLOW 2018 2019 2020 Operating Cash Flow$ 2,892 3,006 3,083 Percent of sales 16.6 % 16.4 % 18.4 % Capital Expenditures$ 617 594 538 Percent of sales 3.5 % 3.2 % 3.2 % Free Cash Flow (Operating Cash Flow less Capital Expenditures)$ 2,275 2,412 2,545 Percent of sales 13.1 % 13.1 % 15.2 % Operating Working Capital$ 985 1,113 866 Percent of sales 5.7 % 6.1 % 5.2 % Operating cash flow for 2020 was$3.1 billion , a$77 , or 3 percent increase compared with 2019, as lower working capital needs associated with lower demand more than offset a decrease in earnings. Operating cash flow of$3.0 billion in 2019 increased 4 percent compared to$2.9 billion in 2018, due to higher earnings, partially offset by higher operating working capital. AtSeptember 30, 2020 , operating working capital as a percent of sales was 5.2 percent compared with 6.1 percent in 2019 and 5.7 percent in 2018. Contributions to pension plans were$66 in 2020,$60 in 2019 and$61 in 2018. Capital expenditures were$538 ,$594 and$617 in 2020, 2019 and 2018, respectively. Free cash flow (operating cash flow less capital expenditures) was$2.5 billion in 2020, up 6 percent. Free cash flow was$2.4 billion in 2019, compared with$2.3 billion in 2018. The Company is targeting capital spending of approximately$600 in 2021. Net cash paid in connection with acquisitions was$126 ,$469 and$2.2 billion in 2020, 2019 and 2018, respectively. This 23 --------------------------------------------------------------------------------
does not reflect the OSI acquisition, which closed on
Dividends were$1,209 ($2.00 per share) in 2020, compared with$1,209 ($1.96 per share) in 2019 and$1,229 ($1.94 per share) in 2018. InNovember 2020 , the Board of Directors voted to increase the quarterly cash dividend 1 percent, to an annualized rate of$2.02 per share.
Purchases of Emerson common stock totaled
The Board of Directors authorized the purchase of up to 70 million common shares inNovember 2015 . InMarch 2020 , the Board of Directors authorized the purchase of an additional 60 million shares and a total of 66 million shares remain available for purchase under the authorizations. The Company purchased 16.4 million shares in 2020, 19.9 million shares in 2019 and 15.1 million shares in 2018 under the authorizations. LEVERAGE/CAPITALIZATION 2018 2019 2020 Total Assets$ 20,390 20,497 22,882 Long-term Debt$ 3,137 4,277 6,326 Common Stockholders' Equity$ 8,947 8,233 8,405
Total Debt-to-Total Capital Ratio 34.7 % 41.0 % 47.1 % Net Debt-to-Net Capital Ratio
29.1 % 33.9 % 33.2 %
Operating Cash Flow-to-Debt Ratio 60.7 % 52.5 % 41.2 % Interest Coverage Ratio
14.2X 15.2X 14.4X Total debt, which includes long-term debt, current maturities of long-term debt, commercial paper and other short-term borrowings, was$7,486 ,$5,721 and$4,760 as ofSeptember 30, 2020 , 2019 and 2018, respectively. During the year, the Company repaid$500 of 4.875% notes that matured inOctober 2019 . InApril 2020 , the Company issued$500 of 1.8% notes dueOctober 2027 ,$500 of 1.95% notes dueOctober 2030 and$500 of 2.75% notes dueOctober 2050 . InSeptember 2020 , the Company issued$750 of 0.875% notes dueOctober 2026 . The net proceeds from the sale of the notes were used to reduce commercial paper borrowings and for general corporate purposes. A portion of the proceeds from the notes issued in September were also used to fund the acquisition of OSI, which closed onOctober 1, 2020 . In 2019, the Company repaid$400 of 5.25% notes that matured inOctober 2018 and$250 of 5.0% notes that matured inApril 2019 , while$250 of 5.375% notes that matured inOctober 2017 were paid in fiscal 2018. InJanuary 2019 , the Company issued €500 of 1.25% notes dueOctober 2025 and €500 of 2.0% notes dueOctober 2029 . InMay 2019 , the Company issued €500 of 0.375% notes dueMay 2024 . The total debt-to-capital ratio increased in 2020 due to the long-term debt issuances described above. The net debt-to-net capital ratio (less cash and short-term investments) decreased slightly, reflecting the timing of the acquisition of OSI, which closed shortly after year-end. In 2019 the total debt-to-capital ratio and the net debt-to-net capital ratio increased due to increased borrowings. The operating cash flow-to-debt ratio decreased in 2020 due to the increased borrowings. The decrease in 2019 was due to the increased borrowings, partially offset by a modest increase in operating cash flows. The interest coverage ratio is computed as earnings before income taxes plus interest expense, divided by interest expense. The decrease in 2020 reflects lower earnings, partially offset by lower interest expense. The increase in 2019 was due to higher earnings as compared to 2018. InMay 2018 , the Company entered into a$3.5 billion five-year revolving backup credit facility with various banks, which replaced theApril 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 theSEC under which it can issue debt securities, preferred stock, common stock, warrants, share purchase contracts or share purchase 24 --------------------------------------------------------------------------------
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. AtSeptember 30, 2020 ,$1.7 billion of the Company's cash was held in theU.S. , primarily to fund the OSI acquisition. The remaining$1.6 billion of cash was held outside theU.S. (primarily inEurope andAsia ). The Company routinely repatriates a portion of its non-U.S. cash from earnings each year, or otherwise when it can be accomplished tax efficiently, and provides for withholding taxes and any applicableU.S. income taxes as appropriate. The Company has been able to readily meet all its funding requirements and currently believes that sufficient funds will be available to meet the Company's needs in the foreseeable future through operating cash flow, existing resources, short- and long-term debt capacity or backup credit lines.
CONTRACTUAL OBLIGATIONS
At
Amounts Due By Period 1 - 3 3 - 5 More Than Total Less Than 1 Year Years Years 5 Years Long-term Debt (including Interest)$ 8,462 464 1,324 1,327 5,347 Operating Leases 565 159 216 105 85 Purchase Obligations 889 726 121 36 6 Total$ 9,916 1,349 1,661 1,468 5,438 Purchase obligations consist primarily of inventory purchases made in the normal course of business to meet operational requirements. The table above does not include the majority of other noncurrent liabilities (except for lease-related obligations), which total$2,324 and 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 Note 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 theU.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 weakerU.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 9 through 11. 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 25 -------------------------------------------------------------------------------- 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 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 withU.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 principalU.S. defined benefit plan is closed to employees hired afterJanuary 1, 2016 while shorter-tenured employees ceased accruing benefits effectiveOctober 1, 2016 . As ofSeptember 30, 2020 , theU.S. pension plans were underfunded by$142 in total, including unfunded plans totaling$223 . The non-U.S. plans were underfunded by$266 , including unfunded plans totaling$319 . The Company contributed a total of$66 to defined benefit plans in 2020 and expects to contribute approximately$50 in 2021. At year-end 2020, the discount rate forU.S. plans was 2.81 percent, and was 3.22 percent in 2019. The assumed investment return on plan assets was 6.75 percent in 2020, 7.00 percent in 2019 and 7.00 percent in 2018, and will be 6.50 percent for 2021. Deferred actuarial losses to be amortized to expense in future years were$1,253 ($950 after-tax) as ofSeptember 30, 2020 . See Notes 12 and 13. 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 26 -------------------------------------------------------------------------------- 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. 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. OnDecember 22, 2017 , theU.S. government enacted the Tax Cuts and Jobs Act, which made comprehensive changes toU.S. federal income tax laws by moving from a global to a modified territorial tax regime. As a result, cash repatriated to theU.S. is generally no longer subject toU.S. federal income taxes. No provision is made for withholding taxes and any applicableU.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 AtSeptember 30, 2020 , 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 OnOctober 1, 2019 , the Company adopted ASC 842, Leases, which requires rights and obligations related to lease arrangements to be recognized on the balance sheet, using the optional transition method under which prior periods were not adjusted. The Company elected the package of practical expedients for leases that commenced prior to the adoption date, which included carrying forward the historical lease classification as operating or finance. The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets and related lease liabilities of approximately$500 as ofOctober 1, 2019 , but did not materially impact the Company's earnings or cash flows for the year endedSeptember 30, 2020 . OnOctober 1, 2019 , the Company adopted 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 were adopted using a modified retrospective approach and were immaterial to the Company's financial statements for the year endedSeptember 30, 2020 . 27 -------------------------------------------------------------------------------- OnOctober 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 increase to beginning retained earnings as ofOctober 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 endedSeptember 30, 2019 . InJanuary 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 beginning in fiscal 2021 and are not expected to impact the Company's financial statements unless a potential goodwill impairment is identified. InAugust 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. The Company plans to adopt these updates prospectively in the first quarter of fiscal 2021 and they are not expected to materially impact the Company's results of operations. InJune 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 and is expected to have an immaterial impact on the Company's financial statements. InAugust 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 and must be adopted on a retrospective basis. The updates change disclosures only and will not impact the Company's results of operations. FISCAL 2021 OUTLOOK Despite the uncertainties and challenges from COVID-19, Emerson ended the year with strong profitability, earnings and cash flow, driven by its ongoing cost containment and restructuring actions. As the broader macroeconomic outlook begins to stabilize, the Company is well-positioned with a more agile and lean cost structure to sustain and build upon its strong profitability, particularly as late cycle end markets begin their recovery. Although much of the attention this year was focused on reacting to the pandemic, Emerson also continued to invest and build on its innovation and technology footprint, including the strategic acquisition ofOpen Systems International, Inc. (OSI). Emerson's outlook for fiscal 2021 assumes a conservative forecast for the macroeconomic environment given the current uncertainty, with slow-but-steady improvement in demand over the course of the year as economies, companies and communities continue to gradually reopen and learn to safely operate with the virus. Overall, revenue is expected to return to growth in the third quarter of 2021, with Commercial & Residential Solutions returning to growth in the first quarter and Automation Solutions returning to growth later in the year. For the full year, consolidated net sales are expected to be up 1 to 4 percent, with underlying sales down 1 to up 2 percent excluding a 1 percent favorable impact from foreign currency translation and a 1 percent favorable impact from the OSI acquisition. Automation Solutions net sales are expected to be down 1 to up 2 percent, with underlying sales down 1 to 4 percent excluding a 1 percent favorable impact from foreign currency translation and a 2 percent favorable impact from the OSI acquisition. Commercial & Residential Solutions net sales are expected to be up 5 to 8 percent, with underlying sales up 4 to 7 percent excluding a 1 percent impact from favorable foreign currency translation. Earnings per share are expected to be$3.06 to$3.16 , while adjusted earnings per share, which exclude a$0.28 per share impact from restructuring actions and a$0.06 per share impact from OSI first year acquisition accounting charges, are expected to be$3.40 to$3.50 . 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 intends to resume share repurchases in fiscal 2021 in the amount of$500 million to$1 28 -------------------------------------------------------------------------------- billion, while concurrently maintaining optionality for further acquisitions should the opportunity arise. The guidance discussed herein assumes no major operational or supply chain disruptions and oil prices in the$35 to$50 range during this period. However, future developments related to COVID-19, including further actions taken by governmental authorities, potential shutdowns of our operations, or delays in the stabilization and recovery of economic conditions could further adversely affect our operations and financial results, as well as those of our customers and suppliers. See Item 1A - "Risk Factors."
Brexit Update
TheUnited Kingdom's (UK ) withdrawal from theEuropean Union (EU), commonly known as "Brexit", was completed onJanuary 31, 2020 . TheUK is now in a transition period and has begun negotiating the terms of a trade agreement and other laws and regulations with the EU. The Company's net sales in theUK are principally in the Automation Solutions segment and represent less than two percent of consolidated sales. Sales of products manufactured in theUK and sold within the EU are immaterial. The Company is evaluating several potential outcomes of theUK's negotiations with the EU and believes the direct cost of incremental tariffs, logistics and other items would be immaterial.
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