EMREmerson Electric

In your letter to us dated February 13, 2015, you discussed contacts with Sudan. Your website sets forth a July 2017 list of AMS Trex Countries with Wireless Approval that includes Sudan. As you know, Sudan is designated by the State Department as a state sponsor of terrorism and is subject to U.S. export controls. You do not provide disclosure about Sudan in your Form 10-K.

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Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan since your 2015 letter, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements. Please also discuss the materiality of any such contacts, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. You should address the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies with operations associated with U.S.-designated state sponsors of terrorism. Finally, tell us whether any contacts involve dual use products and, if so, the nature of the dual uses.

The referenced listing on the Emerson website is a general listing of all counties in which the AMS (Asset Management Suite) Trex product has been qualified for use. The qualification in Sudan was based on Sudan’s acceptance of a general qualification standard applicable in other countries that the AMS Trex product satisfies. Emerson had no contact with Sudan in receiving qualification for the AMS Trex product. AMS Trex is a handheld device configuration tool for intelligent process control devices.

Emerson has not engaged in any business with Sudan since our February 13, 2015 letter.

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Because we have not engaged in business with Sudan since 2015, we can confirm that Emerson business with Sudan: (1) is immaterial to Emerson, both quantitatively and qualitatively; (2) has had no impact on our business; and (3) has not involved any dual-use products.

In late 2017, Emerson changed its policy to allow business with Sudan provided it is conducted in compliance with all applicable laws. Through the date of this letter, no such business has occurred, and at this point we are not aware of any plans for any such business occurring going forward.

If Emerson were to engage in legally-permissible business in Sudan in the future, we have robust programs in place to ensure that such business is conducted in compliance with all applicable laws, including export control and economic sanctions rules. Furthermore, any such business would be evaluated for materiality, both quantitative and qualitative, and disclosed in our periodic SEC filings as appropriate.

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We note that you present non-GAAP operating measures which adjust captions from your income statement to include the results that are presented as discontinued operations under ASC 205 in the consolidated financial statements included in your September 30, 2016 Form 10-K. Please tell us why you believe this presentation is meaningful to an investor.

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In addition, please explain to us how you considered the guidance in Question 100.04 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016 related to the use of individually tailored recognition and measurement methods.

In our earnings release filed with the SEC on November 1, 2016 (the “Release”), we presented income statement measures that were adjusted to include results presented as discontinued operations in our consolidated financial statements, as well as to exclude prior year divestiture gains. As stated at the end of the first paragraph of the Release, this was done to facilitate comparisons by investors between our 2016 results and our (i) 2015 results, (ii) results for the first three quarters of 2016, and (iii) 2016 guidance.

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Please see our response to Comment #2 below for further detail regarding the intent of our presentation method and why we believe the method of presentation was the best way to convey to investors the Company’s results of operations for fiscal 2016.

In addition, please explain to us how you considered the guidance in Question 100.04 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016 related to the use of individually tailored recognition and measurement methods.

We did not interpret Question 100.04 of the updated Compliance and Disclosure Interpretations as being inconsistent with our non-GAAP disclosures in the Release. Question 100.04 indicates that substituting individually tailored recognition and measurement methods in place of GAAP measures when presenting non-GAAP revenue and other financial statement measures may violate Rule 100(b) of Regulation G. We did not do this. No changes or adjustments were made to our recognition or measurement methods in determining the non-GAAP revenue or other financial statement amounts included in the release.

The non-GAAP measures we used in the Release included amounts related to our discontinued operations that would have been aggregated into the comparable GAAP measures, but for the fact that the businesses were being sold. There were no different standards of recognition or measurement used when disaggregating such amounts, adding them to the applicable items of our continuing operations, and presenting the sums of such items as non-GAAP measures in the Release.

In particular, we note that the only revenue adjustment was to add revenues relating to discontinued operations to our GAAP revenue amounts in order to provide a revenue amount that would be comparable to the reported prior year’s, prior three quarters’ and prior guidance, which were in accordance with GAAP and included revenues from our businesses that were subsequently reclassified to discontinued operations. All revenues from those discontinued operations were calculated pursuant to our existing revenue recognition policies which are in accordance with GAAP.

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As a related matter, we note that net sales including sales from discontinued operations is presented in the summary on page 1 more prominently than reported sales from continuing operations. In addition, you discuss Fiscal Year Results on an Adjusted Basis and Fourth Quarter Results on an Adjusted Basis on pages 1 and 3 with greater prominence than the related GAAP reported results.

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These adjusted results appear to be non-GAAP measures although they are not described as such. In future filings please appropriately identify all non-GAAP measures and present the most directly comparable GAAP measure with equal or greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

We confirm that in future filings we plan to appropriately identify all non-GAAP measures and present the most directly comparable GAAP measure with equal or greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 in the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

We would like to explain to the Staff the reasoning behind our presentation in the Release of various fiscal year and fourth quarter measures on an adjusted (non-GAAP) basis prior to the related GAAP reported results.

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Presentation of these measures in this order was a one-time effort to facilitate understanding of Emerson’s momentous strategic transition in 2016. Our earnings release reporting results for our first fiscal quarter of 2017, filed with the SEC on February 7, 2017, did not follow this same disclosure format, nor will our future releases, as it is no longer necessary to provide a transition explanation for our shareholders between the historical Emerson and the new Emerson, as described below.

In June 2015 Emerson announced a strategic repositioning effort which included the spinoff or sale of companies comprising approximately 30% of Emerson’s sales. By the end of fiscal 2016 Emerson had entered into agreements to sell those businesses, and the financial results for those businesses were reflected in discontinued operations in Emerson’s 2016 financial statements. As a result, our full year 2016 financial results were not readily comparable to (i) 2015 results, (ii) results for the first three quarters of 2016, and (iii) 2016 guidance.

The presentation method used in the Release was our attempt to help investors better understand the fiscal 2016 results and the impact of the pending divestitures on those results, and to aid in comparisons to prior year results and guidance. We believe that taken as a whole, and given the circumstances impacting

Emerson in fiscal 2016, the sequence of the presentation allowed for the clearest explanation of all of the matters that impacted our fiscal 2016 financial results.

To lead investors through our fiscal 2016 results, we began by discussing adjusted results, as if the businesses included in discontinued operations were not discontinued. This was intended to provide investors with a comparable basis look-back to our prior results and guidance with which they would be familiar. Before investors could understand the Company post-repositioning, we believed they first needed to clearly understand our performance compared to what they knew about the past. We then provided our GAAP results, with the businesses being divested included in discontinued operations, to provide our investors a starting point in evaluating the Company’s future performance. We believed this presentation would be the least confusing way to present a complex situation, and provide the most logical progression of information to our investors.

Addressing your comment that not all our adjusted results in the Release were described as non-GAAP measures, we note that in the first paragraph of the Release we differentiated our non-GAAP “Results on an Adjusted Basis” from our “Reported Results from Continuing Operations” to indicate that information in the Release referred to as “adjusted” was non-GAAP. All such non-GAAP measures were then noted as adjusted, either in section headings or otherwise, and further identified as non-GAAP and reconciled in Table 7 of the Release. In the future, we will clearly indicate any adjusted financial measures we may provide.

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We also reference the amounts in table 7 on page 13 under Adjusted Basis Margins. Please explain to us how the adjusted amounts were determined and where you have included the reconciliation to the most comparable GAAP measures, as required by Regulation G. Please note that all reconciliations should start with the GAAP or reported measure so that investors can see the adjustments that lead to the non-GAAP measure.

As noted in our response to Comment #1, non-GAAP operating measures were presented which adjusted amounts from the GAAP measures by including results of businesses presented in discontinued operations. These same non-GAAP operating measures were used to determine the Adjusted Basis Margins in Table 7.

Please see the items marked with an asterisk (*) under Adjusted Basis Margins in Table 7, which sets forth amounts for (i) adjusted basis gross profit margin, (ii) adjusted basis operating margin, (iii) adjusted basis earnings before interest and taxes margin, and (iv) adjusted basis pretax

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earnings margin. These margins were calculated by dividing the adjusted basis dollar amounts for each of these measures into adjusted basis sales for the fiscal years and fourth quarters of 2015 and 2016. Adjusted basis sales is reconciled immediately above the Adjusted Basis Margins reconciliation in Table 7.

In column one on page 2 of the Release are references to adjusted basis operating margin of “16.9 percent”, adjusted basis EBIT margin of “14.8 percent” and the adjusted basis pretax earnings margin of “13.9 percent”. Each of these amounts is ultimately reconciled to the comparable GAAP measure in Table 7.

Initially, these adjusted margin measures were reconciled to adjusted basis pretax earnings margin at the bottom of the “Adjusted Basis Margins” portion of Table 7. In addition, since all of the adjusted numbers in the previous paragraph are non-GAAP, the reconciliation in Table 7 continues on to reconcile all these same measures to the comparable continuing operations margins measures under the heading “Continuing Operations Margins” in Table 7.

For example, column one provides the 13.9% adjusted basis pretax earnings margin, and then by removing discontinued operations of 2.1% arrives at 16.0% reported pretax margin from continuing operations, which is a GAAP number. The reported pretax margin measure is also included on page 2 of the Release.

Further, the reconciliation goes on to reconcile this GAAP measure to the non-GAAP continuing operations EBIT and operating profit margins, which are comparable to the adjusted basis margins discussed above, so that all the GAAP and non-GAAP measures can be compared and reconciled.

The Company believes it made a significant effort to provide the reconciliations to the most comparable GAAP measures as required by Regulation G and Item 10 of Regulation S-K in Table 7. As discussed above, this was a challenging communication and the Company believed the Adjusted Basis Margin reconciliation presented in Table 7 was the clearest method of presentation to assist investors in understanding the various measures provided and the adjustments between them as it transitioned to reporting continuing and discontinued operations in accordance with GAAP.

Please note that all reconciliations should start with the GAAP or reported measure so that investors can see the adjustments that lead to the non-GAAP measure.

Response: The Company acknowledges the Staff’s comment that reconciliations should start with the GAAP or reported measure and we confirm that, in future filings, we plan to provide the GAAP or reported measures as the first step in any reconciliation.

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In your letter to us dated March 16, 2012, you discussed contacts with Syria and Sudan. We note that your website provides an instructional manual for a residual chlorine sensor product by Emerson Process Management and it provides a list of additional sales offices which includes Syria; your website provides a brochure for oil and gas power protection solutions for Chloride Industrial Systems which lists recent

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midstream projects including the Banias-Homs pipeline in Syria with SOTC as a client; and a customer success story for Emerson Network Power posted on your website states that the National Bank of Abu Dhabi leverages a full range of Avocent products and solutions, and that this bank’s overseas network stretches across several countries including Sudan. As you are aware, Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. You do not provide disclosure about these countries in the Form 10-K. Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria and Sudan since your 2012 letter, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements. You should describe any products or services provided, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

The referenced manual is dated March 2006. All references to a sales office in Syria are outdated. Neither Emerson nor any of its subsidiaries maintains a sales office in Syria. The outdated manual has been removed from the Company website.

The Banias Refinery project was awarded to Chloride in 2006 with final delivery in 2007 well before Emerson’s acquisition of the UK-based Chloride Group in September 2010. The brochure has been removed from the Company website.

The Emerson Network Power “success story” order was received in November 2010 and shipped in January 2011.

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The end destination and delivery for this project was located in Dubai. We have no knowledge or indication that the products were sent to Sudan. Please advise if you have other information. The story, nevertheless, has been removed from the Company website.

Emerson is aware of the sanctions against Syria and Sudan and has a very robust program to insure compliance with all applicable export control and economic sanctions rules. Moreover, Emerson has requested its non-U.S. subsidiaries to refrain from conducting legally permissible new business with the five countries that are the subject of more comprehensive U.S. export controls and economic sanctions – Cuba, Iran, North Korea, Sudan and Syria. As was true when we wrote our March 16, 2012 letter, Emerson did not provide disclosure about these countries in the Form 10-K because contact by Emerson’s foreign subsidiaries does not exist, is immaterial to Emerson’s shareholders and business operations and all applicable laws have been complied with.

With respect to Sudan, a French subsidiary, Leroy Somer, had sales in fiscal 2012 of $134,000 and in fiscal 2013 of $33,000 pursuant to an agreement with ARIAB Mining. The contract was formed in 2011 and there were no legal grounds for termination. The orders were for spare parts, and Leroy Somer provided non-U.S. origin motors and brake equipment. That contract has been completed. The contract and sales were conducted in accordance with U.S. law. Leroy Somer is a foreign subsidiary and no U.S. origin items were supplied.

An Emerson Process Management subsidiary incorporated in Egypt had sales of $30,773 in fiscal 2012 relating to software license and maintenance services. These services related to a 1999 contract with Smedvig Technologies UK in support of the Greater Nile Petroleum Operating Company. The software and services provided were of Norwegian origin. The contract and sales were conducted in accordance with applicable U.S. law. The sales did not involve a U.S. incorporated company and no U.S. origin items were supplied.

A subsidiary in the United Kingdom had a sale of $2,218 to Haggar Tobacco – Sudan in fiscal 2012. The sale involved German origin pressure transmitters that are not dual use controlled. The sale was conducted in accordance with U.S. law. The sale did not involve a U.S. incorporated company and the items supplied were German origin.

Emerson and its subsidiaries did not report any business with Sudan in fiscal 2014, and Emerson presently is unaware of any future anticipated business with Sudan.

With respect to Syria, Emerson subsidiaries have not reported any business with Syria since Emerson’s 2012 letter. Emerson does not anticipate any future business in Syria.

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Please discuss the materiality of any contacts with Syria and Sudan described in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.

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Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.- designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

Emerson’s contacts with Syria and Sudan have been quantitatively immaterial the past three fiscal years and the subsequent interim period, and all such contacts have been conducted in compliance with applicable law. Emerson has no assets or liabilities associated with these countries. Moreover, Emerson’s subsidiaries have reported no sales to Syria during the last three fiscal years. Emerson is not aware of any sales to Syria during the interim period. Emerson’s foreign subsidiaries reported de minimis sales to Sudan during this period, as reported above.

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Emerson is not aware of any sales to Sudan during the interim period.

Emerson’s contacts with Syria and Sudan have been qualitatively immaterial and all such contacts have been conducted in compliance with applicable law. Emerson has had no contacts with Syria. Its limited contacts arose from foreign subsidiaries fulfilling legal contracts that pre-existed Emerson’s decision to restrict its foreign subsidiaries from conducting even lawful business with these embargoed countries. Emerson has a robust compliance program in place to insure compliance with all applicable export control and economic sanctions laws. This program helps insulate investors from any compliance and/or reputational risks that might be associated with conducting global business.

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Please tell us whether any contacts with Syria or Sudan you describe in response to the comments above involve products or technology that are dual use, or are listed on the Department of Commerce’s Commerce Control List.

No goods or services supplied to Sudan were subject to the Commerce Department’s Export Administration Regulations. They all were of non-U.S. origin. Based on the nature of the non-U.S. origin goods and services that were provided to Sudan, we believe that if they had been U.S.-origin they would have been classified as EAR99 under the Commerce Control List administered by the U.S. Department of Commerce, Bureau of Industry & Security. Read in the reply ↗

The brochure on your website for oil and gas power protection solutions for Chloride Industrial Systems lists recent upstream projects including the Darquain Oil Field in Iran, with NIOC as a client, and recent downstream projects including the Shanul, Varav, Home Gas Refinery in Iran, with NIOC as a client, and the Kharg Olefin complex in Iran with PIDEC as a client.

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Please tell us whether NIOC, also known as the National Iranian Oil Company, and/or PIDEC, also known as the Petrochemical Industries Design and Engineering Company, were clients during the fiscal year ended September 30, 2014.

Emerson acquired Chloride in September, 2010. The Darquin Oil Field project was in 2005, five years before the acquisition. The Sanul, Varav Home Gas Refinery project took place in 2005-2006, four to five years prior to Emerson’s acquisition of Chloride. The Khard Olefin project took place in or around 2004, six years prior to Emerson’s acquisition of Chloride. None of the projects involved the provision of any dual use items.

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The brochure has been removed from the Company website.

Neither Emerson nor Emerson subsidiaries had contracts or projects involving either NIOC or PIDEC in fiscal 2014. Emerson’s subsidiaries reported zero sales to Iran during fiscal 2014.

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We see that you have recorded significant impairments to goodwill in each of the last three fiscal years. To ensure that investors are provided with information that allows for an assessment of the probability of a future material impairment charge, please consider providing the following disclosures in future filings for each reporting unit with a material amount of goodwill that is at risk of failing step one of

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the impairment test:  The percentage by which fair value exceeded carrying value as of the date of the most recent test;  A description of the methods and key assumptions used and how the key assumptions were determined;  A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and  A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of Release 33-8350.

In future filings, we will continue to consider disclosures for reporting units with a material amount of goodwill at risk of failing step one of the impairment tests. Please note that disclosures were considered and provided in the past. For example, in the Company’s fiscal 2013 Annual Report on Form 10-K (Exhibit 13, page 12, under Long-Lived Assets) and in the fiscal 2014 third quarter Form 10-Q (page 7), disclosure was made of goodwill at risk related to the unit that recognized an impairment in the fourth quarter of fiscal 2014. Read in the reply ↗

Please revise future filings to show both the gross amount of goodwill and accumulated impairment losses at the beginning and end of the period as required by FASB ASC 35020-50-1(a) and (h).

The gross amount of goodwill and accumulated impairment at the beginning and end of the period will be provided in future filings. Please note that accumulated goodwill impairment was disclosed at the end of fiscal 2014 (fiscal 2014 Annual Report on Form 10-K, Exhibit 13, page 25, Note 6), the majority of which was incurred in 2014.

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The majority of goodwill impairments prior to fiscal 2014 were related to businesses that were divested and therefore no longer included in the accumulated amount at the end of the year.

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The Company acknowledges its responsibility for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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We see that you include certain non-GAAP measures as part of Management’s Discussion and Analysis. Please tell us where you provide the required reconciliations of the differences between the non-GAAP financial measures disclosed with the most directly comparable financial measure calculated in accordance with GAAP, otherwise please revise future filings to provide the reconciliations required by Item 10(e)(1)(i)B

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of Regulation S-K.

As noted on page 16 of the Company’s 2013 Form 10-K, Emerson uses certain non-GAAP financial measures, as such term is defined under Item 10 of Regulation S-K. The Company provides a list of the non-GAAP measures most commonly used, the comparable measures under GAAP, and a statement of why management believes the non-GAAP measures are useful to investors and analysts, as required by Item 10.

In Emerson’s 2013 Form 10-K, including portions of its 2013 Annual Report to Shareholders incorporated as Exhibit 13, the Company uses the non-GAAP financial measures underlying sales (comparable GAAP

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measure, net sales), net earnings and earnings per share excluding impairment and related income tax charges (comparable GAAP measures, net earnings and diluted earnings per share), and free cash flow (comparable GAAP measure, operating cash flow).

The Company’s typical approach is to provide the GAAP measure, the non-GAAP measure, and the necessary quantitative reconciliation all within the applicable business discussion pursuant to Item 10 (“reconciliation by schedule or other clearly understandable method”). The Company believes giving all these elements together, rather than reconciling in a separate table, often provides investors and analysts useful insight into the Company’s operating performance and enhances understanding.

Below are excerpts from the 2013 Form 10-K of the primary non-GAAP measures presented together with the most comparable GAAP measures, in each instance quantifying the items that complete the reconciliation. This same approach is used throughout Management’s Discussion and Analysis in analyzing and reconciling segment and international sales growth. The colored accents, bold and underlines have been added to highlight the GAAP and non-GAAP measures and the reconciling items.

Form 10-K, page 16: Fiscal 2014 Outlook (2014 Underlying Sales and Earnings Per Share)

“Emerson underlying sales are expected to grow 3 to 5 percent in 2014, excluding (4) percent from acquisitions and the previously announced divestiture of the embedded computing and power business. Reported sales are expected to change (1) to 1 percent.”

“Earnings per share are expected to increase 4 to 7 percent excluding an approximate 30 percent impact from impairment and repatriation charges, or increase 33 to 38 percent on a reported basis.”

Form 10-K, Exhibit 13, page 2: Results of Operations - Overview, second paragraph (2013 Net Earnings, 2013 and 2012 Earnings Per Share)

“Net earnings common stockholders were $2.0 billion in 2013, up 2 percent versus prior year. Diluted earnings per share were $2.76, up 3 percent compared with $2.67 per share in 2012. Excluding impairment and income tax charges, 2013 net earnings were $2.6 billion, up 3 percent, while earnings per share were $3.54, up 4 percent compared with $3.39 in 2012. These charges primarily related to the embedded computing and power business, and totaled $566 million ($0.78 per share) in 2013 and $528 million ($0.72 per share) in 2012. See Goodwill Impairment in the discussion that follows and Notes 3 and 6 for additional information.”

Form 10-K, Exhibit 13, page 2: Results of Operations -- Net Sales, first paragraph (2013 Underlying Sales)

“Net sales for 2013 were $24.7 billion, an increase of $257 million, or 1 percent compared with 2012. Consolidated results reflect a 2 percent ($388 million) increase in underlying sales driven by volume gains. Underlying sales exclude foreign currency translation, acquisitions and divestitures. Foreign currency translation ($55 million) and divestitures, net of acquisitions ($76 million) had a combined negative 1 percent impact.”

Form 10-K, Exhibit 13, page 9: Financial Position, Capital Resources and Liquidity, Cash Flow table (Free Cash Flow)

“Cash Flow

(dollars in millions)

2011

2012

2013

Operating Cash Flow

$

3,233

3,053

3,649

Percent of sales

13.3

%

12.5

14.8

Capital Expenditures

647

665

678

2.7

Free Cash Flow (Operating Cash Flow less Capital Expenditures)

2,586

2,388

2,971

10.6

9.8

12.0

%"

We believe the Company’s approach complies with the reconciliation requirements of Item 10(e)(1)(i)B of Regulation S-K and provides investors and analysts clear, concise and transparent insight into the Company’s results of operations.

The Company acknowledges its responsibility for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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