(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

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(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect as Directors the four Directors named in the attached proxy statement;

2.	To hold an advisory vote to approve our executive compensation;

3.	To hold an advisory vote to determine the frequency of future advisory votes on executive compensation;

4.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm;

5.	To vote upon the stockholder proposals described in the accompanying proxy statement, if properly

6.	To transact such other and further business, if any, as lawfully may be brought before the meeting.

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•	Dr. Boersig retired as Chairman of the Supervisory Board of Deutsche Bank AG in May 2012.

•	Mr. Johnson retired as Chairman, President and Chief Executive Officer of H.J. Heinz Company in June 2013. He became Operating Partner of Advent International in July 2014.

•	Mr. Levatich served as President and Chief Operating Officer of Harley-Davidson, Inc. from 2009 to May 1, 2015.

•	Mr. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 through June 30, 2013.

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(1)

Under rules of the Securities and Exchange Commission (“SEC”), persons who have power to vote or dispose of securities, either alone or jointly with others, are deemed to be the beneficial owners of such securities. Each person reflected in the table has both sole voting power and sole investment power with respect to the shares included in the table, except as described in the footnotes below and except for the following shares of restricted common stock over which the person named has no investment power: Mr. Farr-340,000; Mr. Dellaquila, Senior Executive Vice President and Chief Financial Officer-55,000; Mr. Monser, President-5,000; Mr. Pelch, Executive Vice President, Organization Planning and Development-25,000; Mr. Purvis, Executive Vice President and Chief Operating Officer-30,000; Dr. Boersig-3,450; Mr. Bolten-11,995; Mr. Golden-35,501; Mr. Johnson-21,318; Dr. Kendle-7,387; Mr. Levatich-10,826; Adm. Prueher-34,313; Mr. Stephenson-25,611; Mr. Turley-8,659; and all Directors and executive officers as a group-754,060. Also includes 16,513 restricted stock units held by Dr. Boersig, over which he has no voting or investment power.

(2)	As required by SEC rules, includes the following shares which such persons have, or will have within 60 days after September 30, 2016, the right to acquire upon the exercise of employee stock options: Mr. Farr-640,713; Mr. Dellaquila-225,000; Mr. Monser-430,000; Mr. Pelch-41,200; and Mr. Purvis-115,000. Also includes 16,513 restricted stock units held by Dr. Boersig.

(3)

Includes 8,442 shares held by the spouse of Mr. Dellaquila. Also includes 56,486 shares held by the FJD Gift Trust, a grantor trust for Mr. Dellaquila with Mr. Dellaquila's spouse and descendants as beneficiaries and Mr. Dellaquila as trustee. Also includes 75,315 shares held by the SRD Gift Trust, a grantor trust for Mr. Dellaquila's spouse with Mr. Dellaquila's descendants as beneficiaries and Mr. Dellaquila and his spouse as trustees.

(4)	Includes 496,247 shares held by the spouse and/or children of Mr. Farr. Includes 32,055 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Farr exercises investment power but has no financial interest.

(5)	Includes 1,200 shares held by the spouse of Mrs. Kendle.

(6)	Amounts for Mr. Monser include 2,500 shares of restricted stock and 215,000 shares attributable to stock options the economic interest in which were transferred to Mr. Monser's ex-wife and are held by Mr. Monser for her benefit pursuant to a domestic relations order.

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(7)	Includes 15,800 shares held by the spouse and/or child of Mr. Purvis.

(8)	Includes 1,747,674 shares of common stock which executive officers have, or will have within 60 days after September 30, 2016, the right to acquire upon exercise of employee stock options. Also includes 16,513 restricted stock units held by Dr. Boersig. Shares owned as a group represent less than 1% of the outstanding common stock of the Company.

(9)	Includes 706,750 shares of common stock beneficially owned by six other executive officers of the Company, of which 140,000 shares are restricted and over which the other executive officers have no investment power, and 295,761 shares which the other executive officers have, or will have within 60 days after September 30, 2016, the right to acquire upon exercise of employee stock options.

(10)	Also includes 5,500 shares of restricted stock and 6,316 shares attributed to stock options held by an executive officer the economic interest in which were transferred to a former spouse and held for that former spouse's benefit pursuant to a domestic relations order.

(1)	The Vanguard Group filed a Schedule 13G/A on February 11, 2016 with the SEC indicating that, as of December 31, 2015, it had beneficial ownership of 41,576,785 shares, including sole voting power over 1,221,151 shares, sole dispositive power over 40,286,805 shares, shared voting power over 67,300 shares and shared dispositive power over 1,289,980 shares of the Company’s outstanding stock.

(2)	BlackRock, Inc. filed a Schedule 13G/A on February 10, 2016 with the SEC indicating that, as of December 31, 2015, it had beneficial ownership of 39,806,559 shares, including sole voting power over 34,235,529 shares, sole dispositive power over 39,763,862 shares and shared voting and dispositive power over 42,697 shares of the Company’s outstanding stock.

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•

Messrs. Levatich and Stephenson, the annual amount of sales to Emerson by the company which the Director serves or served as an executive officer, and purchases by that company from Emerson, and determined that in each case the amounts of such sales and purchases in fiscal 2016 were less than 0.05% of such other company’s annual revenue and in each year were immaterial and well below the threshold set in the Emerson Director Independence Standards.

•	Mr. Stephenson, an immediate family member employed by our independent registered public accounting firm, and determined that such person was not a partner of such firm and did not participate in the audit of Emerson or provide any other services to Emerson.

•	Mr. Golden, the annual amount paid by Emerson to the law firm of which he is a partner, and determined that the amount of such payments in fiscal 2016 was less than 1.5% of such firm’s annual revenues and was in each year immaterial and well below the threshold set in the Emerson Director Independence Standards.

•

Messrs. Bolten, Golden, and Turley and Dr. Boersig, the annual amount of contributions by Emerson to charitable organizations for which the Director serves as a director, officer or trustee (other than, with respect to Mr. Turley, the Municipal Theatre Association of St. Louis, which is discussed below), and determined that such contributions were immaterial (for fiscal 2016 less than: for Mr. Bolten 0.04%, for Mr. Golden 0.05%, for Mr. Turley 0.97%, 0.001% and 0.29%, and for Dr. Boersig, 0.007% of each charity's annual revenues, respectively) and well below the threshold set in the Emerson Director Independence Standards.

•

Mr. Turley, the amount of contributions by Emerson to the Municipal Theatre Association of St. Louis for fiscal 2016, for which Mr. Turley serves as a director, and determined that such contributions amounted to approximately $861,000, below the threshold set in the Emerson Director Independence Standards. Furthermore, the contribution was made through the Company’s normal corporate charitable donation approval process and were not made “on behalf of” Mr. Turley, as permitted under the Emerson Director Independence Standards. This is a prominent St. Louis civic organization to which Emerson, as a St. Louis headquartered company, has provided substantial support for over 30 years, long before Mr. Turley joined the Emerson Board or the board of the organization.

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(1)

Mr. Farr is the only named executive officer who is also a Director and his compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director. Charles A. Peters, our former Senior Executive Vice President, resigned from the Company and as a Director on December 7, 2015. As described in prior proxy statements, prior to his retirement, Mr. Peters was compensated as an executive officer and did not receive any additional compensation for his service as a Director. The Company's Current Report on Form 8-K filed on December 8, 2015 describes his compensation arrangements.

(2)

In fiscal 2016, the Directors in office on February 2, 2016 were awarded 3,042 shares of restricted stock, or restricted stock units in the case of Dr. Boersig, with a total value of $139,978 ($140,000 divided by the grant date fair market value of Emerson stock, rounded down to the nearest whole share). Each amount constitutes the aggregate grant date fair value of restricted stock and restricted stock unit awards for fiscal 2016 calculated in accordance with FASB ASC Topic 718, which is also the dollar amount recognized for financial statement reporting purposes for fiscal 2016.

(3)

The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2016 (the end of fiscal 2016) is as follows: Dr. Boersig-3,450; Mr. Bolten-11,995; Mr. Golden-35,501; Mr. Johnson-21,318; Dr. Kendle-7,387; Mr. Levatich-10,826; Adm. Prueher-34,313; Mr. Stephenson-25,611; and Mr. Turley-8,659. In addition, at that date, Dr. Boersig held 16,513 restricted stock units. Ms. Green's previously held restricted stock and restricted stock units vested in connection with her resignation.

(4)

Includes above-market earnings for fiscal 2016 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Busch-$4,377; Mr. Golden-$12,960; and Mr. Stephenson-$8,655. Also includes amounts attributable to the aggregate change in the actuarial present value of the accumulated pension benefit for fiscal 2016 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors as follows: Mr. Busch-$3,000; Mr. Golden-$42,000; and Adm. Prueher-$8,000. The Company eliminated its Continuing Compensation Plan for Non-Management Directors who assumed office on or after June 4, 2002. Non-management Directors in office on that date continued to vest in the plan. Please see the narrative above on page 12 for more information. As discussed in note (6) below, Mr. Busch retired from the Board of Directors during fiscal 2016. After his service, as a participant in the Company's

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(5)	Includes Company matching contributions under the Company’s charitable matching gifts program which matches charitable gifts of up to $10,000 for all employees and Directors of the Company.

(6)

Mr. Busch retired from Emerson’s Board of Directors on February 2, 2016 after more than 30 years of service to the Company. After retirement, as a participant in the Company’s Continuing Compensation Plan for Non-Management Directors, Mr. Busch began receiving his earned payments under the plan, as described above. In recognition of his long and distinguished service on the Board and numerous contributions to the Company’s success, the Board of Directors, in its discretion, determined to make charitable contributions in an aggregate amount of $1 million to a number of charities in the names of Emerson and Mr. Busch. Of that amount, $250,000 was contributed in fiscal 2016 and is included in the “All Other Compensation” amount for 2016. The remaining contributions are expected to be made over the next four years.

(7)	Ms. Green resigned from Emerson’s Board of Directors on October 6, 2015 after seven years of service.

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•	Pay for Performance; No Entitlements. 60-80% of named executive officer ("NEO") compensation is tied to Company performance. Performance drives pay. We reward performance rather than creating a sense of entitlement. (Pgs. 19, 20, 22-27)

•	Long-Term Performance. Our primary incentive compensation – performance shares – is based on the Company's achievement of established financial objectives over a minimum three year performance period. (Pgs. 24-26)

•	We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance. We target total compensation in the median compensation range of comparable companies, with actual pay dependent on Company and individual performance. (Pgs. 20-26)

•	Maximize Stockholder Value While Mitigating Risk. Our performance shares program is based on above-market growth targets and rewards growth over the long term, discouraging short-term risk taking. (Pgs. 27-28)

•

Align Executives' Interests with Stockholders. Approximately 60-80% of NEO compensation is stock-based and NEOs are required to hold significant amounts of Company stock. All of our NEOs substantially exceed our ownership guidelines and sales of Company stock must be approved in advance by our CEO and another designated senior officer. (Pgs. 24-28) Our non-management Directors comply with our stock ownership guidelines and are generally required to hold equity awards until retirement from the Board. (Pg. 12)

•	Clawback in Case of Misconduct. To better protect stockholder interests, our Board may in certain cases of misconduct recover an executive officer's annual bonus or long-term incentive awards. (Pg. 28)

•	No Tax Gross-Ups. We do not provide tax gross-ups to our NEOs.

•

Limited Employment, Severance or Golden Parachute Agreements. We have no employment, severance or golden parachute agreements with any of our NEOs. (Pgs. 23, 24, 28, 39-44) Under our Executive Officer Severance policy, we do not pay lump sum, non-forfeitable cash severance payments and departing executives forfeit awards if they breach their non-competition, non-solicitation or confidentiality agreements. Moreover, the policy limits certain payments to no more than 2.99 times most recent base salary and earned cash bonus. (Pg. 28)

•	Non-compete, Non-solicitation and Confidentiality Agreements. We require executives to enter into non-competition, non-solicitation and confidentiality agreements as a condition of all equity awards. (Pgs. 24, 28 and 39)

•	Double Trigger Change of Control. We added a double trigger provision on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan. (Pgs. 28, 39-44)

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•	While our compensation strategies are related to both the short-term and longer-term business outcomes, we make compensation decisions annually;

•	An annual vote is consistent with our recent shift to an annual award cycle for performance shares, which aligns our executive compensation program with our strategic repositioning;

•	An annual vote provides stockholders the opportunity to evaluate key performers and our executive compensation program more frequently;

•	An annual advisory vote will give us more frequent feedback on our compensation disclosures and the compensation of our named executive officers; and

•	An annual vote is consistent with market practice and the articulated preference of our stockholders.

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•	sale of the Network Power business for $4 billion;

•	sale of the Leroy Somer and Control Techniques businesses for $1.2 billion; and

•	acquisition of the valves and controls business of Pentair plc for $3.15 billion.

•	awarded Mr. Farr an annual cash bonus of $1.7 million, a decrease of 5.6% from 2015 and 2014, and 15% less than 2013;

•	awarded annual cash bonuses for the other named executive officers which were down 5% from 2015;

•	awarded performance shares subject to the achievement of financial targets for the three-year performance period ending September 30, 2018;

•	made no awards of stock options to the named executive officers;

•	made no awards of restricted stock to named executive officers, other than Mr. Pelch; and

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•	determined that participants in the 2013 performance shares program, which covered the four-year performance period ended September 30, 2016, earned an 86% payout, reflecting performance over the four-year performance period.

•	Rewarding for superior performance rather than creating a sense of entitlement.

•	Maximizing stockholder value by allocating a significant percentage of compensation to performance based pay that is dependent on achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking.

•	Aligning executives’ interests with stockholder interests by providing significant stock-based compensation and expecting executives to hold the stock they earn.

•	Attracting and retaining talented executives by providing competitive compensation opportunities.

•	Rewarding overall corporate results while recognizing individual contributions.

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•	Led Emerson through the complex strategic repositioning to create two global business platforms, Automation Solutions and Commercial & Residential Solutions, to position Emerson for long-term success, growth and shareholder value creation.

•	Obtained agreements for the strategic divestitures of Network Power, Control Techniques and Leroy-Somer as part of the overall corporate repositioning; as well as other transactions to further Emerson’s position as an industry leader.

•	Guided Emerson to the successful acquisition of Pentair’s Valves & Controls business which expands Emerson’s geographic and product footprint and enables Emerson’s Final Control business to offer the most complete valve solutions available in the process market.

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•	Directed a realignment of Emerson’s corporate structure and global corporate shared services network to ensure such structure and services were aligned with the needs of the new business platforms.

•	Continued to drive Emerson’s succession planning at a deep level to ensure early identification and development of future leaders.

•	Fulfilled a commitment to shareholders by directing senior leadership to produce an updated Corporate Social Responsibility report.

•	Mr. Monser completed the reorganization and restructuring of Emerson’s shared services and international operations; established and managed the international support structures required for completion of the strategic portfolio repositioning; led the due diligence process for, and established the organization and procedures required to integrate, the Pentair Valves and Controls business.

•

Mr. Dellaquila managed the critical financial aspects of the Company’s strategic repositioning effort, including complex tax planning and related cash movements to reduce costs, negotiation of key financial provisions of the transactions, and establishing key financial systems to enable Network Power to function independently; maintained focus on operational results through significant restructuring activity; led financial due diligence efforts for Company’s acquisition of Pentair’s Valves and Controls business; and reduced future pension costs.

•	Mr. Purvis drove the Company’s restructuring initiatives; led efforts to improve operational performance while achieving cost and profit objectives; achieved materials cost containment; redesigned the information technology organization and reduced corporate costs to align with the new Emerson structure.

•	Mr. Pelch successfully managed succession planning processes; launched a new global talent review method focusing on tailored development and leadership effectiveness; made substantial progress in the implementation of global human resources information systems; and managed continued improvement of company-wide diversity and safety metrics.

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•	We do not pay lump sum, non-forfeitable cash severance payments.

•	Departing executives sign extended non-competition, non-solicitation and confidentiality agreements, or reaffirm existing agreements on these matters.

•	As permitted under stockholder-approved plans, departing plan participants, including named executive officers, may have additional time to exercise stock options. However, the additional time cannot exceed the time permitted in the original grants.

•	The Committee may also allow continuation (without accelerated vesting) of previously granted long-term performance shares or restricted stock awards, which would be paid if and when the Company achieves specified performance targets or time vesting requirements are met.

•	Executives forfeit these awards if they breach their non-competition, non-solicitation or confidentiality agreements.

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•	A qualified 401(k) savings plan and a nonqualified savings plan which allows participating executives to defer up to 20 percent of their cash compensation and continue to receive the Company match after they reach the Internal Revenue Service (“IRS”) qualified plan limits.

•

A qualified defined-benefit pension plan and a nonqualified defined-benefit pension plan (the “Pension Restoration Plan”) which provides benefits based on the qualified plan without regard to IRS limits, but does not provide additional credited years of service. Participation in the Pension Restoration Plan is by award and based on the executive’s individual contributions and long-term service to the Company.

•	Term life insurance coverage.

•	A voluntary annual physical paid for by the Company.

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(1)	Represent bonus amounts paid after the end of the fiscal year with respect to that fiscal year’s performance.

(2)

The amounts relate to awards of performance shares to all NEOs in 2016, performance shares to Mr. Purvis in 2015, and restricted stock to Mr. Pelch in 2016, Mr. Farr in 2015 and Mr. Dellaquila in 2014. See the Grants of Plan-Based Awards table at page 33 below for information on awards granted in fiscal 2016. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the named executive officers. For performance shares awards granted in 2016, the grant date fair values were as follows: Mr. Farr-$7,368,000 and Messrs. Monser, Dellaquila, Purvis and Pelch-$2,456,000; and for Mr. Purvis’ performance shares award granted in 2015 was $833,700. If the maximum payout is earned, the number of performance shares paid out would be 115% of the awarded shares, which would have amounted to the following grant date fair values: for 2016, Mr. Farr-$8,473,200; and Messrs. Monser, Dellaquila, Purvis and Pelch-$2,824,400; and for 2015, Mr. Purvis-$958,755. See Note 15 to the Company’s fiscal 2016 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(3)

The amounts relate to awards made in the fiscal year and reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amount that will be realized upon exercise by the named executive officers. See Note 15 to the Company’s fiscal 2016 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(4)

For each year, includes the aggregate change in the actuarial present value of the named executive officers' accumulated benefits under the Company’s defined benefit pension plans. For fiscal 2016, almost 70% of the increase for Mr. Farr resulted from a decrease in the applicable discount rate in that year, and for Messrs. Monser and Dellaquila, approximately 50% of the increase resulted from a lower discount rate. In none of the fiscal years were changes made in the method of calculating plan benefits for the named executive officers.

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(5)	Includes the following amounts for 2016:

(a)

The perquisites provided are: tax and financial planning, leased Company car, club fees, annual physical, tickets for sporting or other events and costs related to personal security provided to each of the named executive officers under the Company’s security program. The Company’s security program and the Board of Directors require that the Chairman and Chief Executive Officer use Company aircraft for all business and personal air travel. For each year, Mr. Farr reimbursed the Company for personal air travel at first class rates. The Company also provides limited personal use of Company aircraft outside of the security program requirements to the named executive officers, who reimburse the Company at first class rates. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less reimbursements. For Mr. Farr, the incremental amount of personal use of Company aircraft was $318,954, which is included in the perquisites amount above.

(b)	Contributions by the Company for the named executive officers to the Company’s savings plans.

(c)	Premiums paid by the Company on behalf of the named executive officers for term life insurance.

(d)	Represents the second of two payments in January 2016 under retention awards made to Messrs. Purvis and Pelch in October 2013, prior to becoming NEOs. The first payment was made in April 2015.

(e)	None of these amounts was grossed up for taxes.

(6)	Mr. Farr does not receive any separate compensation for his service as a Director.

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(1)

Includes the performance shares award granted in November 2015 under the 2016 performance shares program (under our 2015 Incentive Shares Plan), which are subject to the achievement of the financial target for the performance period ending September 30, 2018. The target and maximum number of shares that can be earned under these awards are shown in these columns. Participants can earn up to a maximum of 115% of the awarded performance share units, regardless of the extent to which actual Company performance exceeds the targets. Under the 2016 performance shares program, all earned performance share units will be paid at the end of the three-year performance period. See “Performance Shares Program” at page 24 above for additional information regarding the program and additional detail on performance shares.

(2)	Includes restricted stock granted in fiscal 2016 under the 2015 Incentive Shares Plan which cliff vests over 10 years from the date of grant. Please see “Restricted Stock Program” at page 26 above for additional information regarding restricted stock awards.

(3)

Includes the grant date fair value of awards of restricted stock and performance shares computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. These amounts do not correspond to the actual value that will be realized by the named executive officers. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance share awards in the Company's annual financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period, adjusted to current value each year, which varies depending upon stock price and the probability that targets will be reached, and therefore will generally not be equal to the grant date fair value reported above. For restricted stock, the aggregate amount that the Company would expense in its yearly financial statements over the vesting period is equal to the grant date fair value reported above. See Note 15 to the Company’s fiscal 2016 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts.

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(1)	The options become exercisable in three equal annual installments beginning one year after the date of grant.

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(2)	Consists of restricted stock for each of the named executive officers which vests as follows:

(3)	Based on the closing market price of the Company’s common stock of $54.51 on September 30, 2016.

(4)

Consists of performance share awards granted under the 2013 performance shares program (under our 2006 Incentive Shares Plan), which were subject to the achievement of the financial target for the performance period ending September 30, 2016. The percentage earned was 86%. Amounts shown represent the 40% portions of the earned awards which remain subject to forfeiture as participants must remain employed by the Company for an additional year. The other 60% of the earned awards were paid out in stock, with a portion paid in cash to cover tax obligations of participants, and are set forth in the Option Exercises and Stock Vested table. See “Performance Shares Program” at page 24 above for additional information regarding the program and additional detail on performance shares, including how the shares are earned.

(5)

Consists of performance share awards granted in fiscal 2016 under the 2016 performance shares program (under our 2015 Incentive Shares Plan), which are subject to the achievement of the financial target for the performance period ending September 30, 2018. The target number of shares that can be earned under these awards are shown in this column. Participants can earn up to 115% of the target. Under the 2016 performance shares program, all earned performance share units will be paid at the end of the three-year performance period. See “Performance Shares Program” at pages 24-26 above for additional information regarding the program and additional detail on performance shares.

(6)	Except for the performance share awards granted in November 2015, the economic interests in one-half of the equity awards identified were transferred to Mr. Monser’s ex-wife in fiscal 2015 pursuant to a domestic relations order and are held by Mr. Monser for her benefit. Upon vesting, the full amount of any such earned award will be shown in the Option Exercises and Stock Vested table.

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(1)

Numbers reflect the earning of performance shares granted under the 2013 performance shares program. The performance shares were subject to the achievement of financial targets for the four-year period ended September 30, 2016, and the percentage earned was 86%. The performance shares shown are the 60% portions of the awards earned and paid out in stock, with a portion paid in cash to cover tax obligations of participants, after the end of fiscal 2016. Amounts shown exclude the 40% portions of the earned 2013 performance share awards which remain subject to forfeiture, as participants must remain employed by or in service to the Company for an additional year, and which are set forth in the Outstanding Equity Awards at Fiscal Year End table.

(2)	For Mr. Farr, represents the vesting of 80,000 shares of restricted stock with a vesting term of 5 years. For Mr. Monser, represents the vesting of two tranches of 10,000 shares each of restricted stock with vesting terms of 7 and 8 years, respectively.

(3)

Values realized for performance shares earned reflect the market value based on the average of the high and low market prices ($51.575) on November 1, 2016, the date the Compensation Committee determined the extent to which the performance targets for the performance period ended September 30, 2016 had been met. Values realized for restricted stock described in footnote (2) above reflect the market value based on the average of the high and low market prices on the date of vesting, which was October 4, 2015 for Mr. Farr and October 1, 2015 and October 7, 2015 for Mr. Monser, respectively.

(4)	See footnote (6) to the Outstanding Equity Awards at Fiscal Year End table.

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(1)

The number of years of service credited under the plans is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s financial statements for the last completed fiscal year. Mr. Monser has 35 years of service with the Company, but only 15 years of credited service under our Retirement Plan as he previously participated in a subsidiary profit sharing plan.

(2)

The accumulated benefit is based on service and earnings (as described above) considered by the plans for the period through September 30, 2016. The present value has been calculated assuming the accumulated benefit as of September 30, 2016 commences at age 65 under the stated form of annuity. In addition, the present value of the Emerson Pension Restoration Plan benefit assumes that the named executive officers will remain in service until age 65, the age at which retirement may occur without any reduction in benefits. Except for the assumption that the executives remain in service

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(1)	Includes amounts contributed by each named executive officer and by the Company, respectively, to the Savings Investment Restoration Plan. Executive and Company contributions in the last fiscal year have been included in the Salary and All Other Compensation columns, respectively, of the Summary Compensation Table.

(2)	Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table.

(3)

Includes amounts reported as compensation for the named executive officers in the Summary Compensation Table for previous years. For fiscal 2016, the amounts referred to in footnote (1) above are included in the Summary Compensation Table as described. The following aggregate amounts of executive and Company contributions were included in the Summary Compensation Table for fiscal 2015 and 2014, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Farr-$252,325 ($69,700), $239,850 ($74,850); Mr. Monser-$171,662 ($34,929), $160,308 ($32,391); Mr. Dellaquila-$199,649 $(31,429), $187,959 ($28,574); and Mr. Purvis (for 2015)-$144,596 ($22,679). For

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•	The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;

•	Upon retirement (as determined by the Committee), all unvested stock options held for at least 12 months before retirement would vest, and all unexercised options could be exercised for a period of up to five years after retirement, but no longer than the original option term;

•

Upon retirement after age 65, the named executive officer would receive a prorated payout of performance shares, as reasonably determined by the Compensation Committee, subject to satisfaction of pre-established performance conditions, to be paid after the end of the applicable performance period. Before age 65, the Compensation Committee has the discretion to determine whether the named executive officer would receive a prorated, other or no payout of performance shares, which payout would be made after the performance period, subject to the satisfaction of performance conditions;

•	The Compensation Committee has the discretion to determine whether to allow the named executive officer to continue to vest in restricted stock following retirement, or to reduce the vesting period (to not less than three years);

•	If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account if retirement occurs with the approval of the Compensation Committee on or after age 55; and

•	Under the Company’s Pension Restoration Plan, a named executive officer’s benefit commences after age 65 (or retirement, if later) and is paid in the form of an annuity on a monthly basis, or a lump sum distribution if elected.

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•	The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;

•	All unvested stock options would vest immediately, and all unexercised options could be exercised for a period of up to one year after death, but no longer than the original option term. Upon termination due to disability, all unvested stock options would immediately vest and be exercisable for a period of up to one year, but no longer than the original term;

•	The Compensation Committee has the discretion to determine whether the named executive officer would receive full, partial or no payout of performance shares, subject to satisfaction of pre-established performance conditions;

•	Awards of restricted stock will be prorated for the period of service during the restriction period and distributed free of restriction at the end of the vesting period and the Compensation Committee has the discretion to determine whether to reduce the vesting period to not less than three years;

•	If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account;

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Upon the death of a named executive officer participating in the Pension Restoration Plan, the surviving spouse would receive, in the form of an annuity payment on a monthly basis, commencing at the named executive officer's earliest retirement date, benefits equal to 50% of the actuarially equivalent accrued benefit. The estate of a single person who dies while employed will receive a lump sum benefit as of the date of death which is actuarially equivalent to the annuity that the surviving spouse of a married person would receive. Upon termination due to disability, benefits would start when the named executive officer reaches age 65 (or termination, if later) and be paid in the form of an annuity on a monthly basis, or if elected, a lump sum distribution;

•	Upon a named executive officer’s death, the beneficiaries would receive proceeds from term life insurance provided by the Company.

•	Payment of the vested portion of the named executive officer’s Savings Investment Restoration Plan account, which payment would be made after termination, in a single lump sum.

•	The Compensation Committee has the discretion to determine whether any annual cash bonus award, or any part of it, would be paid, subject to satisfaction of pre-established performance conditions;

•	If termination occurs with Company consent, the Compensation Committee may permit the named executive officer to have up to three months after termination, but no longer than the original option term, to exercise any previously vested stock options;

•	The Compensation Committee has the discretion to determine whether the named executive officer would receive full, partial or no payout of performance shares, subject to satisfaction of pre-established performance conditions;

•	The Compensation Committee has the discretion to determine whether to allow the named executive officer to continue to vest in restricted stock following termination, or to reduce the vesting period (to not less than three years); and

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A named executive officer participating in the Pension Restoration Plan would be eligible to receive his or her vested benefits starting after age 65 (or upon termination, if later), paid in the form of an annuity on a monthly basis, or, if elected, a lump sum distribution. If a named executive officer is terminated for cause or engages in actions that adversely affects the Company, then the benefits may be forfeited.

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•	Annual cash bonus awards are not paid upon a Change of Control;

•	All unvested stock options would become fully exercisable if either the options have not been appropriately assumed by the acquirer, or within two years after the Change of Control, the optionee is involuntarily terminated other than for cause, the optionee’s title, duties or responsibilities are adversely changed, or the optionee is required to relocate as a condition to continued employment;

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Performance objectives of outstanding performance share awards would be deemed to be satisfied, with payout to be made immediately. For performance shares granted under the stockholder approved 2015 Incentive Shares Plan, performance objectives would be deemed satisfied at the highest level provided for in the award, if a “double trigger" event occurs in connection with a change of control, which means that (a) the award has not been appropriately assumed by the acquirer (nor an equivalent award substituted), (b) cash is the primary form of consideration received by stockholders, or (c) following the Change of Control, the holder is involuntarily terminated other than for cause, or within two years after the Change of Control, the holder’s title, duties or responsibilities are adversely changed, or the holder is required to relocate by more than 50 miles as a condition to continued employment;

•	All restricted stock awards under the 2006 Incentive Shares Plan would vest immediately. Restricted stock and restricted stock units granted under the 2015 Incentive Shares Plan would vest immediately if a “double trigger event” (as defined above) occurs in connection with a change of control;

•	If not previously vested, the named executive officer would be vested in Company contributions to his or her Savings Investment Restoration Plan account, and the vested amount would be paid in a single lump sum; and

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A named executive officer participating in the Pension Restoration Plan would become fully vested and plan benefits would be paid immediately in a lump sum. In early fiscal 2016, the Plan was amended to conform the assumptions used in calculating the lump sums payable under the Plan to the discount rate and mortality assumptions used by the Company to accrue liabilities with respect to U.S. retirement plans for financial reporting purposes, as set forth in the Company's Annual Report on Form 10-K.

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(1)	The Committee has discretion as to whether to pay or not pay a bonus, subject to satisfaction of performance conditions. For illustrative purposes only, the bonuses paid for fiscal 2016 were: Mr. Farr-$1,700,000; Mr. Monser-$950,000; Mr. Dellaquila-$950,000; Mr. Purvis-$760,000; and Mr. Pelch-$350,000.

(2)	The Committee has discretion as to whether to pay or not pay a bonus, subject to satisfaction of performance conditions. This column assumes the Committee would not pay a bonus or make a performance shares payout.

(3)	There would be no additional acceleration or special treatment for annual cash incentive opportunities for the fiscal year in which the Change of Control occurs.

(4)

Represents the closing price of $54.51 per share minus exercise price for all unvested options (but not less than zero). The number of unvested options for each named executive officer is set forth in the Outstanding Equity Awards at Fiscal Year-End table at page 34 above. These options were issued under the 2011 Stock Option Plan and would not vest immediately upon a Change of Control unless a "double" trigger occurred as defined in the plan. The Change of Control column assumes that such additional conditions are met as of September 30, 2016.

(5)	The Committee has discretion to provide a prorated, other or no payout, subject to the achievement of performance conditions.

(6)	For illustrative purposes only, assumes the Committee exercises its discretion to allow the immediate vesting of the earned 40% portion of the awards granted in 2013, which are subject to forfeiture for one additional year, but assumes the Committee does not allow any payout for the performance share awards granted in 2016. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(7)	The amount shown includes the 40% portion of the earned 2013 awards not yet vested and the entire amount of 2016 awards at the highest level.

(8)	The Committee has discretion to provide for continued vesting of unvested restricted stock or to reduce the vesting period to not less than three years. Assumes Committee would exercise its discretion to not allow any further vesting.

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(9)	Represents a prorated amount of the value of all unvested shares of restricted stock, based on number of years elapsed and rounding up to whole years. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(10)	The amount shown includes the value of all unvested shares of restricted stock. See Outstanding Equity Awards at Fiscal Year-End table at page 34 above.

(11)	See "Pension Benefits" on pages 36-37 for information on vested pension benefits. Amounts shown in the table include the excess, if any, over the amounts shown in the Pension Benefits table. Upon a Change of Control, the amounts shown also include the discounted present value of any unvested amounts under the Pension Restoration Plan.

(12)	Represents face amount of policies paid for by the Company which are not generally available to all employees.

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•	The role of the CEO and management is to run the company.

•	The role of the Board of Directors is to provide independent oversight of management and the CEO.

•	There is a potential conflict of interest for a CEO to be her/his own overseer as Chair while managing the business.

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•	chairs regularly scheduled meetings of non-management Directors,

•	reviews Board agendas and information and consults with the Chairman thereon,

•	calls meetings of the independent Directors,

•	serves as the key liaison between the Board and Chairman,

•	is available for consultation with major shareholders, and

•	serves on the Board's executive committee.

•	All Directors (except for Mr. Farr) are independent, as defined by NYSE listing standards. All Committee members also meet any required additional criteria for independence.

•	The Board’s key Committees—Audit, Compensation and Corporate Governance and Nominating—are led by strong independent Chairs. The Board Committee Chairs shape the agenda and information presented to their respective

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•	As described on pages 3-5 the Board’s independent Directors have a mix of skills, talents and backgrounds to oversee management and enhance Company performance.

•	The independent Directors meet in executive session, without the presence of management, as part of most regular meetings of the Board.

•	Independent Directors regularly meet with other members of management and have full access to all members of management and all employees on a confidential basis.

•	Stockholders may communicate with any non-management Director.

•	The Board regularly engages in both Board and management succession planning, both with and without the Chair and CEO present.

•	The Board regularly reevaluates the Company’s governance policies and practices to ensure that the proper oversight by the independent Directors is in place.

•	The Board annually conducts an evaluation process of Board and Committee operations to ensure that the Board and its Committees are operating efficiently and appropriately identifying and addressing matters of significance to the Company.

•	The Corporate Governance and Nominating Committee evaluates each Director and recommends to the Board whether each Director should be nominated for election.

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a)	Use of corporate funds for independent expenditures and electioneering communications, as defined by state and federal law, as well as contributions to or expenditures on behalf of organizations that make such expenditures, and

b)

Contributions to or expenditures on behalf of entities organized and operating under section 501(c)(4) of the Internal Revenue Code, as well as the portion of any dues or payments that are made to any tax-exempt organization (such as a trade association) that are used for an expenditure or contribution that, if made directly by the Company, would not be deductible under section 162(e) of the Internal Revenue Code.

•	Payments to any other third-party organization, including those organized under section 501(c)(4) of the Internal Revenue Code; and

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•	the Company's current political contributions approval and compliance procedures, as described below, are sufficient to ensure accountability and are properly disclosed;

•	our disclosures already fall within the mid-range of other companies as rated by the CPA-Zicklin Index;

•	expanding our disclosures, including adding information on independent expenditures, payments to 501(c)(4) organizations and participation in trade association, would work to our competitive disadvantage, could be misleading or susceptible to misuse, and may not even be possible given that some of the information sought is in the hands of third parties; and

•	the requested disclosures would expend valuable Company resources on a matter that is not significant for Emerson and is not of great importance to the majority of Emerson shareholders, at a time when management attention and Company resources would be better focused on matters more pressing to the Company’s performance and of more benefit to all shareholders.

•	Our operations are affected by the actions of elected officials;

•	It can be in Emerson’s best interests to participate in the political process;

•	Our current approval and compliance procedures ensure accountability and compliance with law; and

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•	The existing high level of disclosure appropriately informs stockholders of the Company’s political activities.

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The proposal specifies that Emerson must prepare and semi-annually update a report disclosing use of corporate funds for “independent expenditures and electioneering communications as defined by state and federal law”. These terms have different meanings, or may be undefined, in the laws of the 50 states. It is not clear, without unreasonable time and expense, which types of spending may need to be tracked.

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The proposal asks for information about the portion of Emerson contributions made to organizations operating under Section 501(c)(4) of the tax code and any portion of dues or payments made to tax exempt organizations that are used for an expenditure that, if made by the Company, would not be deductible under Section 162(e) of the tax code. These terms add additional layers of complexity to the analysis for each expenditure that might be covered and for each entity involved, including potentially analyzing how each recipient spends not just contributions from Emerson but from others.

1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2.	Payments by Emerson used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3.	Description of the decision making process and oversight by management and the Board for making payments described in section 2 above.

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•	Our operations are affected by regulation and public policy decision making;

•	It can be in Emerson’s best interests to engage in lobbying;

•	Our current approval and compliance procedures ensure accountability and compliance with law;

•	We may not support all of the lobbying goals of trade associations in which we participate and therefore the requested disclosures would not be an efficient use of our resources and may be misleading; and

•	The level of existing disclosure adequately informs stockholders of the Company’s limited lobbying and trade association activities.

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•	Honeywell: reduce greenhouse gas emissions intensity by 10 percent from 2013 levels. This is Honeywell's third goal, having already met previous goals to reduce GHG emissions intensity by 15 percent from 2011 levels. Furthermore, the company reduced total GHG emissions by 30 percent and improved energy efficiency by 20 percent between 2004 and 2011.

•	ABB: reduce energy intensity by 20 percent by 2020 from a 2013 baseline.

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