10-K/A 1 amended10ka.txt AMENDED 10K AS OF 9/30/00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 to the [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission file number 1-278 EMERSON ELECTRIC CO. (Exact name of registrant as specified in its charter) Missouri 43-0259330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8000 W. Florissant Ave. P.O. Box 4100 St. Louis, Missouri 63136 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 553-2000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock of $.50 par value per share New York Stock Exchange Chicago Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Chicago Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 1 Aggregate market value of the voting stock held by nonaffiliates of the registrant as of close of business on October 31, 2000: $31,282 million. Common stock outstanding at October 31, 2000: 428,758,015 shares. Documents Incorporated by Reference 1. Portions of Emerson Electric Co. 2000 Annual Report to Stockholders (Parts I and II). 2. Portions of Emerson Electric Co. Notice of 2001 Annual Meeting of the Stockholders and Proxy Statement (Part III). Explanatory Note: This amendment to the Form 10-K for the fiscal year ended September 30, 2000, is filed to remove "diluted earnings per common share, excluding goodwill amortization" from the Consolidated Statements of Earnings within Item 8, and to report divested businesses within the business segments in Note 12 of Notes to Consolidated Financial Statements within Item 8, along with the corresponding narrative discussion of business segments within Item 7. PART II Item 7. Management's Discussion and Analysis of Financial Condition -------------------------------------------------------------------- and Results of Operations ------------------------- Narrative discussion appearing under "Results of Operations", "Financial Position, Capital Resources and Liquidity", and the "Safe Harbor Statement" in Exhibit 99 attached hereto are hereby incorporated by reference. Item 8. Financial Statements and Supplementary Data ---------------------------------------------------- The consolidated financial statements of the Company and its subsidiaries and the report thereon of KPMG LLP appearing in Exhibit 99 attached hereto are hereby incorporated by reference. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K -------------------------------------------------------------------------- A) Documents filed as a part of this report: 1. The consolidated financial statements of the Company and its subsidiaries and the report thereon of KPMG LLP attached as Exhibit 99 hereto. 2. Financial Statement Schedules All schedules are omitted because they are not required, not applicable or the information is given in the financial statements or notes thereto contained in Exhibit 99 attached hereto. 2 3. Exhibits 23 Independent Auditors' Consent. 99 Financial Review and Consolidated Financial Statements for the fiscal year ended September 30, 2000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMERSON ELECTRIC CO. By /s/ W. J. Galvin ------------------------- W. J. Galvin Executive Vice President and Chief Financial Officer (and Principal Accounting Officer) Date: July 3, 2001 3