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2010 Annual Report
55
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Emerson Electric Co.:
We have audited the accompanying consolidated balance sheets of Emerson Electric Co. and subsidiaries as of
September 30, 2010 and 2009, and the related consolidated statements of earnings, equity, and cash flows for each
of the years in the three-year period ended September 30, 2010. We also have audited Emerson Electric Co.’s internal
control over financial reporting as of September 30, 2010, based on the criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Emerson Electric Co.’s management is responsible for these consolidated financial statements, for maintaining effec-
tive internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our respon-
sibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal control over finan-
cial reporting was maintained in all material respects. Our audits of the consolidated financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evalu-
ating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Emerson Electric Co. and subsidiaries as of September 30, 2010 and 2009, and the results of its
operations and its cash flows for each of the years in the three-year period ended September 30, 2010, in conformity
with U.S. generally accepted accounting principles. Also in our opinion, Emerson Electric Co. maintained, in all
material respects, effective internal control over financial reporting as of September 30, 2010, based on the criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Also as discussed in Note 1 to the consolidated financial statements, effective September 30, 2009, the Company
changed its method of accounting for defined benefit pension and postretirement plans by adopting the measurement
date provision of ASC 715, and effective October 1, 2009, the Company changed its method of accounting for business
combinations (ASC 805), noncontrolling interests (ASC 810) and earnings per share (ASC 260).
St. Louis, Missouri
November 23, 2010