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Missouri
(State or other jurisdiction of
incorporation or organization)
|
![]() |
43-0259330
(I.R.S. Employer
Identification No.)
|
8000 W. Florissant Ave.
P.O. Box 4100
St. Louis, Missouri
(Address of principal executive offices)
|
63136
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock of $0.50 par value per share
|
|
New York Stock Exchange
Chicago Stock Exchange
|
1.
|
Portions of Emerson Electric Co. Notice of 2017 Annual Meeting of Stockholders and Proxy Statement incorporated by reference into Part III hereof.
|
•
|
Process Management
- provides measurement, control and diagnostic capabilities for automated industrial processes producing items such as fuels, chemicals, foods, medicines and power.
|
•
|
Industrial Automation
- brings integrated manufacturing solutions to diverse industries worldwide.
|
•
|
Climate Technologies
- enhances household and commercial comfort, as well as food safety and energy efficiency, through heating, air conditioning and refrigeration technology.
|
•
|
Commercial & Residential Solutions
- provides tools for professionals and homeowners, residential storage systems and appliance solutions.
|
|
2015
|
|
|
2016
|
|
|
Process Management
|
$
|
3,725
|
|
|
3,291
|
|
Industrial Automation
|
205
|
|
|
173
|
|
|
Climate Technologies
|
370
|
|
|
406
|
|
|
Commercial & Residential Solutions
|
68
|
|
|
55
|
|
|
Total Backlog
|
$
|
4,368
|
|
|
3,925
|
|
Name
|
Position
|
Age
|
Fiscal Year
|
|
|
|
|
D. N. Farr
|
Chairman of the Board and Chief Executive Officer*
|
61
|
1985
|
|
|
|
|
F. J. Dellaquila
|
Senior Executive Vice President and Chief Financial Officer
|
59
|
1991
|
|
|
|
|
E. L. Monser
|
President
|
66
|
2002
|
|
|
|
|
E. M. Purvis
|
Executive Vice President and Chief Operating Officer
|
59
|
2003
|
|
|
|
|
S. J. Pelch
|
Executive Vice President - Organization Planning and Development
|
52
|
2005
|
|
|
|
|
R. T. Sharp
|
Executive President - Commercial & Residential Solutions
|
49
|
2012
|
|
|
|
|
M. H. Train
|
Executive President - Automation Solutions
|
54
|
1994
|
|
|
|
|
S. Y. Bosco
|
Senior Vice President, Secretary and General Counsel
|
58
|
2005
|
|
|
|
|
M. J. Bulanda
|
Senior Vice President - Acquisition Planning and Development
|
50
|
2002
|
|
|
|
|
K. Button Bell
|
Senior Vice President and Chief Marketing Officer
|
58
|
1999
|
|
|
|
|
R. J. Schlueter
|
Vice President, Controller and Chief Accounting Officer
|
62
|
1992
|
Period
|
|
Total Number of Share Purchased (000s)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (000s)
|
|
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or
Programs (000s)
|
||||||
July 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
64,416
|
August 2016
|
|
|
875
|
|
|
|
$52.94
|
|
|
|
875
|
|
|
63,541
|
September 2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
63,541
|
Total
|
|
|
875
|
|
|
|
$52.94
|
|
|
|
875
|
|
|
63,541
|
|
2012 (a)
|
|
|
2013 (a)
|
|
|
2014
|
|
|
2015 (b)
|
|
|
2016
|
|
|
Net sales
|
$
|
17,349
|
|
|
17,935
|
|
|
17,733
|
|
|
16,249
|
|
|
14,522
|
|
Earnings from continuing operations – common
stockholders
|
$
|
1,444
|
|
|
1,506
|
|
|
2,201
|
|
|
2,517
|
|
|
1,590
|
|
Basic earnings per common share from continuing
operations
|
$
|
1.97
|
|
|
2.09
|
|
|
3.13
|
|
|
3.72
|
|
|
2.46
|
|
Diluted earnings per common share from continuing
operations
|
$
|
1.96
|
|
|
2.08
|
|
|
3.11
|
|
|
3.71
|
|
|
2.45
|
|
Cash dividends per common share
|
$
|
1.60
|
|
|
1.64
|
|
|
1.72
|
|
|
1.88
|
|
|
1.90
|
|
Long-term debt
|
$
|
3,787
|
|
|
4,055
|
|
|
3,559
|
|
|
4,289
|
|
|
4,062
|
|
Total assets
|
$
|
23,818
|
|
|
24,711
|
|
|
24,177
|
|
|
22,088
|
|
|
21,743
|
|
/s/ David N. Farr
|
|
/s/ Frank J. Dellaquila
|
|
David N. Farr
|
|
Frank J. Dellaquila
|
|
Chairman of the Board
|
|
Senior Executive Vice President
|
|
and Chief Executive Officer
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
14 vs. 15
|
|
15 vs. 16
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
17,733
|
|
|
16,249
|
|
|
14,522
|
|
|
(8
|
)%
|
|
(11
|
)%
|
Gross profit
|
$
|
7,762
|
|
|
7,008
|
|
|
6,262
|
|
|
(10
|
)%
|
|
(11
|
)%
|
Percent of sales
|
43.8
|
%
|
|
43.1
|
%
|
|
43.1
|
%
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
SG&A
|
$
|
4,164
|
|
|
3,735
|
|
|
3,464
|
|
|
|
|
|
|
|
Percent of sales
|
23.5
|
%
|
|
23.0
|
%
|
|
23.8
|
%
|
|
|
|
|
|
||
Gains on divestitures of businesses
|
$
|
—
|
|
|
1,039
|
|
|
—
|
|
|
|
|
|
||
Other deductions, net
|
$
|
211
|
|
|
330
|
|
|
294
|
|
|
|
|
|
|
|
Interest expense, net
|
$
|
196
|
|
|
175
|
|
|
188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||
before income taxes
|
$
|
3,191
|
|
|
3,807
|
|
|
2,316
|
|
|
19
|
%
|
|
(39
|
)%
|
Percent of sales
|
18.0
|
%
|
|
23.4
|
%
|
|
16.0
|
%
|
|
|
|
|
|
||
Earnings from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||
common stockholders
|
$
|
2,201
|
|
|
2,517
|
|
|
1,590
|
|
|
14
|
%
|
|
(37
|
)%
|
Net earnings common stockholders
|
$
|
2,147
|
|
|
2,710
|
|
|
1,635
|
|
|
26
|
%
|
|
(40
|
)%
|
Percent of sales
|
12.1
|
%
|
|
16.7
|
%
|
|
11.3
|
%
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Diluted EPS – Earnings from continuing operations
|
$
|
3.11
|
|
|
3.71
|
|
|
2.45
|
|
|
19
|
%
|
|
(34
|
)%
|
Diluted EPS – Net earnings
|
$
|
3.03
|
|
|
3.99
|
|
|
2.52
|
|
|
32
|
%
|
|
(37
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||
Return on common stockholders' equity
|
20.7
|
%
|
|
29.8
|
%
|
|
20.9
|
%
|
|
|
|
|
|||
Return on total capital
|
17.5
|
%
|
|
22.8
|
%
|
|
15.5
|
%
|
|
|
|
|
PROCESS MANAGEMENT
|
|
|
|
|
|
|
|
|
|
||||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
14 vs. 15
|
|
|
15 vs. 16
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales
|
$
|
9,189
|
|
|
8,516
|
|
|
7,484
|
|
|
(7
|
)%
|
|
(12
|
)%
|
Earnings
|
$
|
1,918
|
|
|
1,493
|
|
|
1,131
|
|
|
(22
|
)%
|
|
(24
|
)%
|
Margin
|
20.9
|
%
|
|
17.5
|
%
|
|
15.1
|
%
|
|
|
|
|
INDUSTRIAL AUTOMATION
|
|
|
|
|
|
|
|
|
|
||||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
14 vs. 15
|
|
|
15 vs. 16
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales
|
$
|
3,004
|
|
|
2,448
|
|
|
2,072
|
|
|
(19
|
)%
|
|
(15
|
)%
|
Earnings
|
$
|
640
|
|
|
509
|
|
|
458
|
|
|
(20
|
)%
|
|
(10
|
)%
|
Margin
|
21.3
|
%
|
|
20.8
|
%
|
|
22.1
|
%
|
|
|
|
|
CLIMATE TECHNOLOGIES
|
|
|
|
|
|
|
|
|
|
||||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
14 vs. 15
|
|
|
15 vs. 16
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales
|
$
|
4,109
|
|
|
4,011
|
|
|
3,949
|
|
|
(2
|
)%
|
|
(2
|
)%
|
Earnings
|
$
|
737
|
|
|
698
|
|
|
769
|
|
|
(5
|
)%
|
|
10
|
%
|
Margin
|
17.9
|
%
|
|
17.4
|
%
|
|
19.5
|
%
|
|
|
|
|
COMMERCIAL & RESIDENTIAL SOLUTIONS
|
|
|
|
|
|
|
|||||||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
14 vs. 15
|
|
|
15 vs. 16
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales
|
$
|
1,891
|
|
|
1,913
|
|
|
1,611
|
|
|
1
|
%
|
|
(16
|
)%
|
Earnings
|
$
|
421
|
|
|
403
|
|
|
384
|
|
|
(4
|
)%
|
|
(5
|
)%
|
Margin
|
22.3
|
%
|
|
21.1
|
%
|
|
23.8
|
%
|
|
|
|
|
CASH FLOW FROM CONTINUING OPERATIONS
|
|
|
|
|
|
||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
||||
Operating Cash Flow
|
$
|
2,999
|
|
|
2,040
|
|
|
2,499
|
|
Percent of sales
|
16.9
|
%
|
|
12.6
|
%
|
|
17.2
|
%
|
|
Capital Expenditures
|
$
|
651
|
|
|
588
|
|
|
447
|
|
Percent of sales
|
3.7
|
%
|
|
3.6
|
%
|
|
3.1
|
%
|
|
Free Cash Flow
(Operating Cash Flow less Capital Expenditures)
|
$
|
2,348
|
|
|
1,452
|
|
|
2,052
|
|
Percent of sales
|
13.2
|
%
|
|
8.9
|
%
|
|
14.1
|
%
|
|
Operating Working Capital
|
$
|
1,046
|
|
|
1,177
|
|
|
755
|
|
Percent of sales
|
5.9
|
%
|
|
7.2
|
%
|
|
5.2
|
%
|
LEVERAGE/CAPITALIZATION
|
|
|
|
|
|
||||
(dollars in millions)
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
||||
Total Assets
|
$
|
24,177
|
|
|
22,088
|
|
|
21,743
|
|
Long-term Debt
|
$
|
3,559
|
|
|
4,289
|
|
|
4,062
|
|
Common Stockholders' Equity
|
$
|
10,119
|
|
|
8,081
|
|
|
7,568
|
|
|
|
|
|
|
|
||||
Total Debt-to-Total Capital Ratio
|
37.3
|
%
|
|
45.8
|
%
|
|
46.8
|
%
|
|
Net Debt-to-Net Capital Ratio
|
22.1
|
%
|
|
31.3
|
%
|
|
31.4
|
%
|
|
Operating Cash Flow-to-Debt Ratio
|
49.8
|
%
|
|
29.8
|
%
|
|
37.6
|
%
|
|
Interest Coverage Ratio
|
15.9X
|
|
|
20.2X
|
|
|
11.8X
|
|
|
Amounts Due By Period
|
||||||||||||||
(dollars in millions)
|
Total
|
|
|
Less Than 1 Year
|
|
|
1 - 3
Years
|
|
|
3 - 5
Years
|
|
|
More Than
5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term Debt (including Interest)
|
$
|
5,785
|
|
|
442
|
|
|
1,253
|
|
|
994
|
|
|
3,096
|
|
Operating Leases
|
600
|
|
|
183
|
|
|
224
|
|
|
93
|
|
|
100
|
|
|
Purchase Obligations
|
681
|
|
|
548
|
|
|
98
|
|
|
17
|
|
|
18
|
|
|
Total
|
$
|
7,066
|
|
|
1,173
|
|
|
1,575
|
|
|
1,104
|
|
|
3,214
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
17,733
|
|
|
16,249
|
|
|
14,522
|
|
Costs and expenses:
|
|
|
|
|
|
||||
Cost of sales
|
9,971
|
|
|
9,241
|
|
|
8,260
|
|
|
Selling, general and administrative expenses
|
4,164
|
|
|
3,735
|
|
|
3,464
|
|
|
Gains on divestitures of businesses
|
—
|
|
|
1,039
|
|
|
—
|
|
|
Other deductions, net
|
211
|
|
|
330
|
|
|
294
|
|
|
Interest expense, net of interest income of: 2014, $18; 2015, $23;
2016, $27
|
196
|
|
|
175
|
|
|
188
|
|
|
Earnings from continuing operations before income taxes
|
3,191
|
|
|
3,807
|
|
|
2,316
|
|
|
Income taxes
|
953
|
|
|
1,267
|
|
|
697
|
|
|
Earnings from continuing operations
|
2,238
|
|
|
2,540
|
|
|
1,619
|
|
|
Discontinued operations, net of tax: 2014, $211; 2015, $161; 2016, $269
|
(54
|
)
|
|
193
|
|
|
45
|
|
|
Net earnings
|
2,184
|
|
|
2,733
|
|
|
1,664
|
|
|
Less: Noncontrolling interests in earnings of subsidiaries
|
37
|
|
|
23
|
|
|
29
|
|
|
Net earnings common stockholders
|
$
|
2,147
|
|
|
2,710
|
|
|
1,635
|
|
|
|
|
|
|
|
||||
Earnings common stockholders:
|
|
|
|
|
|
||||
Earnings from continuing operations
|
$
|
2,201
|
|
|
2,517
|
|
|
1,590
|
|
Discontinued operations, net of tax
|
(54
|
)
|
|
193
|
|
|
45
|
|
|
Net earnings common stockholders
|
$
|
2,147
|
|
|
2,710
|
|
|
1,635
|
|
|
|
|
|
|
|
||||
Basic earnings per share common stockholders:
|
|
|
|
|
|
||||
Earnings from continuing operations
|
$
|
3.13
|
|
|
3.72
|
|
|
2.46
|
|
Discontinued operations
|
(0.08
|
)
|
|
0.29
|
|
|
0.07
|
|
|
Basic earnings per common share
|
$
|
3.05
|
|
|
4.01
|
|
|
2.53
|
|
|
|
|
|
|
|
||||
Diluted earnings per share common stockholders:
|
|
|
|
|
|
||||
Earnings from continuing operations
|
$
|
3.11
|
|
|
3.71
|
|
|
2.45
|
|
Discontinued operations
|
(0.08
|
)
|
|
0.28
|
|
|
0.07
|
|
|
Diluted earnings per common share
|
$
|
3.03
|
|
|
3.99
|
|
|
2.52
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Net earnings
|
|
$
|
2,184
|
|
|
2,733
|
|
|
1,664
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||
Foreign currency translation
|
|
(344
|
)
|
|
(794
|
)
|
|
(188
|
)
|
|
Pension and postretirement
|
|
(54
|
)
|
|
(206
|
)
|
|
(210
|
)
|
|
Cash flow hedges
|
|
1
|
|
|
(43
|
)
|
|
18
|
|
|
Total other comprehensive income (loss)
|
|
(397
|
)
|
|
(1,043
|
)
|
|
(380
|
)
|
|
|
|
|
|
|
|
|
||||
Comprehensive income
|
|
1,787
|
|
|
1,690
|
|
|
1,284
|
|
|
|
|
|
|
|
|
|
||||
Less: Noncontrolling interests in comprehensive income of subsidiaries
|
|
34
|
|
|
22
|
|
|
31
|
|
|
Comprehensive income common stockholders
|
|
$
|
1,753
|
|
|
1,668
|
|
|
1,253
|
|
|
2015
|
|
|
2016
|
|
|
ASSETS
|
|
|
|
|||
Current assets
|
|
|
|
|||
Cash and equivalents
|
$
|
3,054
|
|
|
3,182
|
|
Receivables, less allowances of $89 in 2015 and $92 in 2016
|
2,870
|
|
|
2,701
|
|
|
Inventories
|
1,265
|
|
|
1,208
|
|
|
Other current assets
|
724
|
|
|
669
|
|
|
Current assets held-for-sale
|
2,136
|
|
|
2,200
|
|
|
Total current assets
|
10,049
|
|
|
9,960
|
|
|
|
|
|
|
|||
Property, plant and equipment, net
|
2,929
|
|
|
2,931
|
|
|
|
|
|
|
|||
Other assets
|
|
|
|
|
||
Goodwill
|
3,847
|
|
|
3,909
|
|
|
Other intangible assets
|
938
|
|
|
902
|
|
|
Other
|
239
|
|
|
211
|
|
|
Noncurrent assets held-for-sale
|
4,086
|
|
|
3,830
|
|
|
Total other assets
|
9,110
|
|
|
8,852
|
|
|
Total assets
|
$
|
22,088
|
|
|
21,743
|
|
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Short-term borrowings and current maturities of long-term debt
|
$
|
2,552
|
|
|
2,584
|
|
Accounts payable
|
1,537
|
|
|
1,517
|
|
|
Accrued expenses
|
2,058
|
|
|
2,126
|
|
|
Income taxes
|
87
|
|
|
180
|
|
|
Current liabilities held-for-sale
|
1,566
|
|
|
1,601
|
|
|
Total current liabilities
|
7,800
|
|
|
8,008
|
|
|
|
|
|
|
|||
Long-term debt
|
4,289
|
|
|
4,062
|
|
|
|
|
|
|
|||
Other liabilities
|
1,539
|
|
|
1,729
|
|
|
|
|
|
|
|||
Noncurrent liabilities held-for-sale
|
332
|
|
|
326
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|
|
|
Common stock, $0.50 par value; authorized, 1,200,000,000 shares; issued, 953,354,012 shares; outstanding, 654,608,521 shares in 2015; 642,796,490 shares in 2016
|
477
|
|
|
477
|
|
|
Additional paid-in-capital
|
170
|
|
|
205
|
|
|
Retained earnings
|
21,308
|
|
|
21,716
|
|
|
Accumulated other comprehensive income (loss)
|
(1,617
|
)
|
|
(1,999
|
)
|
|
|
20,338
|
|
|
20,399
|
|
|
Less: Cost of common stock in treasury, 298,745,491 shares in 2015; 310,557,522 shares in 2016
|
12,257
|
|
|
12,831
|
|
|
Common stockholders’ equity
|
8,081
|
|
|
7,568
|
|
|
Noncontrolling interests in subsidiaries
|
47
|
|
|
50
|
|
|
Total equity
|
8,128
|
|
|
7,618
|
|
|
Total liabilities and equity
|
$
|
22,088
|
|
|
21,743
|
|
|
|
|
|
|||
See accompanying Notes to Consolidated Financial Statements.
|
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
|
|
|
|
|
||||
Common stock
|
$
|
477
|
|
|
477
|
|
|
477
|
|
|
|
|
|
|
|
||||
Additional paid-in-capital
|
|
|
|
|
|
||||
Beginning balance
|
352
|
|
|
161
|
|
|
170
|
|
|
Stock plans
|
160
|
|
|
31
|
|
|
35
|
|
|
Purchase of noncontrolling interests
|
(351
|
)
|
|
(22
|
)
|
|
—
|
|
|
Ending balance
|
161
|
|
|
170
|
|
|
205
|
|
|
|
|
|
|
|
|
||||
Retained earnings
|
|
|
|
|
|
||||
Beginning balance
|
18,930
|
|
|
19,867
|
|
|
21,308
|
|
|
Net earnings common stockholders
|
2,147
|
|
|
2,710
|
|
|
1,635
|
|
|
Dividends paid (per share: 2014, $1.72; 2015, $1.88; 2016, $1.90)
|
(1,210
|
)
|
|
(1,269
|
)
|
|
(1,227
|
)
|
|
Ending balance
|
19,867
|
|
|
21,308
|
|
|
21,716
|
|
|
|
|
|
|
|
|
||||
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
||||
Beginning balance
|
(189
|
)
|
|
(575
|
)
|
|
(1,617
|
)
|
|
Foreign currency translation
|
(333
|
)
|
|
(793
|
)
|
|
(190
|
)
|
|
Pension and postretirement
|
(54
|
)
|
|
(206
|
)
|
|
(210
|
)
|
|
Cash flow hedges
|
1
|
|
|
(43
|
)
|
|
18
|
|
|
Ending balance
|
(575
|
)
|
|
(1,617
|
)
|
|
(1,999
|
)
|
|
|
|
|
|
|
|
||||
Treasury stock
|
|
|
|
|
|
||||
Beginning balance
|
(8,985
|
)
|
|
(9,811
|
)
|
|
(12,257
|
)
|
|
Purchases
|
(971
|
)
|
|
(2,487
|
)
|
|
(601
|
)
|
|
Issued under stock plans
|
145
|
|
|
41
|
|
|
27
|
|
|
Ending balance
|
(9,811
|
)
|
|
(12,257
|
)
|
|
(12,831
|
)
|
|
|
|
|
|
|
|
||||
Common stockholders' equity
|
10,119
|
|
|
8,081
|
|
|
7,568
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests in subsidiaries
|
|
|
|
|
|
||||
Beginning balance
|
133
|
|
|
48
|
|
|
47
|
|
|
Net earnings
|
37
|
|
|
23
|
|
|
29
|
|
|
Other comprehensive income (loss)
|
(3
|
)
|
|
(1
|
)
|
|
2
|
|
|
Dividends paid
|
(18
|
)
|
|
(23
|
)
|
|
(28
|
)
|
|
Purchase of noncontrolling interests
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
Ending balance
|
48
|
|
|
47
|
|
|
50
|
|
|
|
|
|
|
|
|
||||
Total equity
|
$
|
10,167
|
|
|
8,128
|
|
|
7,618
|
|
|
|
|
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Operating activities
|
|
|
|
|
|
||||
Net earnings
|
$
|
2,184
|
|
|
2,733
|
|
|
1,664
|
|
(Earnings) Loss from discontinued operations, net of tax
|
54
|
|
|
(193
|
)
|
|
(45
|
)
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
569
|
|
|
573
|
|
|
568
|
|
|
Changes in operating working capital
|
159
|
|
|
(181
|
)
|
|
93
|
|
|
Pension funding
|
(130
|
)
|
|
(53
|
)
|
|
(66
|
)
|
|
Gains on divestitures of businesses, after tax
|
—
|
|
|
(611
|
)
|
|
—
|
|
|
Income taxes paid on divestiture gains
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
Other, net
|
163
|
|
|
196
|
|
|
285
|
|
|
Cash from continuing operations
|
2,999
|
|
|
2,040
|
|
|
2,499
|
|
|
Cash from discontinued operations
|
693
|
|
|
489
|
|
|
382
|
|
|
Cash provided by operating activities
|
3,692
|
|
|
2,529
|
|
|
2,881
|
|
|
|
|
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
||||
Capital expenditures
|
(651
|
)
|
|
(588
|
)
|
|
(447
|
)
|
|
Purchases of businesses, net of cash and equivalents acquired
|
(610
|
)
|
|
(324
|
)
|
|
(132
|
)
|
|
Divestitures of businesses
|
363
|
|
|
1,812
|
|
|
—
|
|
|
Other, net
|
(155
|
)
|
|
(221
|
)
|
|
30
|
|
|
Cash from continuing operations
|
(1,053
|
)
|
|
679
|
|
|
(549
|
)
|
|
Cash from discontinued operations
|
(106
|
)
|
|
(88
|
)
|
|
(77
|
)
|
|
Cash provided by (used in) investing activities
|
(1,159
|
)
|
|
591
|
|
|
(626
|
)
|
|
|
|
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
||||
Net increase (decrease) in short-term borrowings
|
180
|
|
|
1,116
|
|
|
(34
|
)
|
|
Proceeds from short-term borrowings greater than three months
|
2,952
|
|
|
2,515
|
|
|
1,264
|
|
|
Payments of short-term borrowings greater than three months
|
(2,510
|
)
|
|
(3,286
|
)
|
|
(1,174
|
)
|
|
Proceeds from long-term debt
|
1
|
|
|
1,000
|
|
|
—
|
|
|
Payments of long-term debt
|
(329
|
)
|
|
(504
|
)
|
|
(254
|
)
|
|
Dividends paid
|
(1,210
|
)
|
|
(1,269
|
)
|
|
(1,227
|
)
|
|
Purchases of common stock
|
(1,048
|
)
|
|
(2,501
|
)
|
|
(601
|
)
|
|
Purchase of noncontrolling interests
|
(574
|
)
|
|
—
|
|
|
—
|
|
|
Other, net
|
(21
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
Cash used in financing activities
|
(2,559
|
)
|
|
(2,948
|
)
|
|
(2,045
|
)
|
|
|
|
|
|
|
|
||||
Effect of exchange rate changes on cash and equivalents
|
(100
|
)
|
|
(267
|
)
|
|
(82
|
)
|
|
Increase (Decrease) in cash and equivalents
|
(126
|
)
|
|
(95
|
)
|
|
128
|
|
|
Beginning cash and equivalents
|
3,275
|
|
|
3,149
|
|
|
3,054
|
|
|
Ending cash and equivalents
|
$
|
3,149
|
|
|
3,054
|
|
|
3,182
|
|
|
|
|
|
|
|
||||
Changes in operating working capital
|
|
|
|
|
|
||||
Receivables
|
$
|
(163
|
)
|
|
241
|
|
|
162
|
|
Inventories
|
(103
|
)
|
|
(11
|
)
|
|
58
|
|
|
Other current assets
|
61
|
|
|
(140
|
)
|
|
(4
|
)
|
|
Accounts payable
|
232
|
|
|
(256
|
)
|
|
(22
|
)
|
|
Accrued expenses
|
85
|
|
|
(4
|
)
|
|
(57
|
)
|
|
Income taxes
|
47
|
|
|
(11
|
)
|
|
(44
|
)
|
|
Total changes in operating working capital
|
$
|
159
|
|
|
(181
|
)
|
|
93
|
|
|
|
2015
|
|
|
2016
|
|
|
Finished products
|
|
$
|
418
|
|
|
382
|
|
Raw materials and work in process
|
|
847
|
|
|
826
|
|
|
Total inventories
|
|
$
|
1,265
|
|
|
1,208
|
|
|
|
2015
|
|
|
2016
|
|
|
Land
|
|
$
|
190
|
|
|
210
|
|
Buildings
|
|
1,762
|
|
|
1,867
|
|
|
Machinery and equipment
|
|
4,774
|
|
|
4,932
|
|
|
Construction in progress
|
|
379
|
|
|
318
|
|
|
Property, plant and equipment, at cost
|
|
7,105
|
|
|
7,327
|
|
|
Less: Accumulated depreciation
|
|
4,176
|
|
|
4,396
|
|
|
Property, plant and equipment, net
|
|
$
|
2,929
|
|
|
2,931
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
Basic shares outstanding
|
700.2
|
|
|
673.3
|
|
|
644.0
|
|
Dilutive shares
|
3.9
|
|
|
3.2
|
|
|
2.8
|
|
Diluted shares outstanding
|
704.1
|
|
|
676.5
|
|
|
646.8
|
|
|
|
Network Power Systems
|
|
Power Generation, Motors and Drives
|
|
Total
|
||||||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Net sales
|
|
$
|
4,868
|
|
|
4,426
|
|
|
4,378
|
|
|
1,974
|
|
|
1,668
|
|
|
1,368
|
|
|
6,842
|
|
|
6,094
|
|
|
5,746
|
|
Cost of sales
|
|
3,012
|
|
|
2,810
|
|
|
2,708
|
|
|
1,434
|
|
|
1,244
|
|
|
1,033
|
|
|
4,446
|
|
|
4,054
|
|
|
3,741
|
|
|
SG&A
|
|
1,205
|
|
|
1,143
|
|
|
1,101
|
|
|
346
|
|
|
306
|
|
|
269
|
|
|
1,551
|
|
|
1,449
|
|
|
1,370
|
|
|
Other deductions, net
|
|
668
|
|
|
222
|
|
|
172
|
|
|
20
|
|
|
15
|
|
|
149
|
|
|
688
|
|
|
237
|
|
|
321
|
|
|
Earnings (Loss) before income taxes
|
|
(17
|
)
|
|
251
|
|
|
397
|
|
|
174
|
|
|
103
|
|
|
(83
|
)
|
|
157
|
|
|
354
|
|
|
314
|
|
|
Income taxes
|
|
163
|
|
|
134
|
|
|
218
|
|
|
48
|
|
|
27
|
|
|
51
|
|
|
211
|
|
|
161
|
|
|
269
|
|
|
Earnings (Loss), net of tax
|
|
$
|
(180
|
)
|
|
117
|
|
|
179
|
|
|
126
|
|
|
76
|
|
|
(134
|
)
|
|
(54
|
)
|
|
193
|
|
|
45
|
|
|
|
Network Power Systems
|
|
Power Generation,
Motors and Drives |
|
Total
|
|||||||||||||
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Receivables, less allowances
|
|
$
|
1,121
|
|
|
1,202
|
|
|
328
|
|
|
290
|
|
|
1,449
|
|
|
1,492
|
|
Inventories
|
|
386
|
|
|
381
|
|
|
196
|
|
|
197
|
|
|
582
|
|
|
578
|
|
|
Other current assets
|
|
90
|
|
|
108
|
|
|
15
|
|
|
22
|
|
|
105
|
|
|
130
|
|
|
Property plant & equipment, net
|
|
362
|
|
|
352
|
|
|
294
|
|
|
259
|
|
|
656
|
|
|
611
|
|
|
Goodwill
|
|
2,144
|
|
|
2,111
|
|
|
662
|
|
|
580
|
|
|
2,806
|
|
|
2,691
|
|
|
Other noncurrent assets
|
|
557
|
|
|
473
|
|
|
67
|
|
|
55
|
|
|
624
|
|
|
528
|
|
|
Total assets held-for-sale
|
|
$
|
4,660
|
|
|
4,627
|
|
|
1,562
|
|
|
1,403
|
|
|
6,222
|
|
|
6,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts payable
|
|
$
|
611
|
|
|
664
|
|
|
210
|
|
|
176
|
|
|
821
|
|
|
840
|
|
Other current liabilities
|
|
599
|
|
|
620
|
|
|
146
|
|
|
141
|
|
|
745
|
|
|
761
|
|
|
Deferred taxes and other noncurrent liabilities
|
|
245
|
|
|
227
|
|
|
87
|
|
|
99
|
|
|
332
|
|
|
326
|
|
|
Total liabilities held-for-sale
|
|
$
|
1,455
|
|
|
1,511
|
|
|
443
|
|
|
416
|
|
|
1,898
|
|
|
1,927
|
|
|
|
Network Power Systems
|
|
Power Generation,
Motors and Drives |
|
Total
|
||||||||||||||||||||||
|
|
2014
|
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Cash provided by operating activities
|
|
$
|
507
|
|
|
378
|
|
|
343
|
|
|
186
|
|
|
111
|
|
|
39
|
|
|
693
|
|
|
489
|
|
|
382
|
|
Cash used in investing activities
|
|
$
|
(57
|
)
|
|
(48
|
)
|
|
(33
|
)
|
|
(49
|
)
|
|
(40
|
)
|
|
(44
|
)
|
|
(106
|
)
|
|
(88
|
)
|
|
(77
|
)
|
Other deductions, net are summarized as follows:
|
|
|
|
|
|
||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Amortization of intangibles (intellectual property and customer relationships)
|
$
|
95
|
|
|
94
|
|
|
84
|
|
Restructuring costs
|
39
|
|
|
138
|
|
|
96
|
|
|
Other
|
77
|
|
|
98
|
|
|
114
|
|
|
Total
|
$
|
211
|
|
|
330
|
|
|
294
|
|
|
2015
|
|
Expense
|
|
Utilized/Paid
|
|
2016
|
|||||||||
Severance and benefits
|
$
|
64
|
|
|
|
66
|
|
|
|
|
86
|
|
|
|
44
|
|
Lease and other contract terminations
|
1
|
|
|
|
9
|
|
|
|
|
5
|
|
|
|
5
|
|
|
Asset write-downs
|
—
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
—
|
|
|
Vacant facility and other shutdown costs
|
3
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
3
|
|
|
Start-up and moving costs
|
2
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
2
|
|
|
Total
|
$
|
70
|
|
|
|
96
|
|
|
|
|
112
|
|
|
|
54
|
|
|
2014
|
|
Expense
|
|
Utilized/Paid
|
|
2015
|
|||||||||
Severance and benefits
|
$
|
16
|
|
|
|
110
|
|
|
|
|
62
|
|
|
|
64
|
|
Lease and other contract terminations
|
—
|
|
|
|
2
|
|
|
|
|
1
|
|
|
|
1
|
|
|
Asset write-downs
|
—
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
—
|
|
|
Vacant facility and other shutdown costs
|
—
|
|
|
|
9
|
|
|
|
|
6
|
|
|
|
3
|
|
|
Start-up and moving costs
|
1
|
|
|
|
14
|
|
|
|
|
13
|
|
|
|
2
|
|
|
Total
|
$
|
17
|
|
|
|
138
|
|
|
|
|
85
|
|
|
|
70
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Process Management
|
$
|
17
|
|
|
89
|
|
|
74
|
|
Industrial Automation
|
4
|
|
|
13
|
|
|
6
|
|
|
Climate Technologies
|
14
|
|
|
20
|
|
|
5
|
|
|
Commercial & Residential Solutions
|
2
|
|
|
11
|
|
|
2
|
|
|
Corporate
|
2
|
|
|
5
|
|
|
9
|
|
|
Total
|
$
|
39
|
|
|
138
|
|
|
96
|
|
|
Process Management
|
|
|
Industrial Automation
|
|
|
Climate Technologies
|
|
|
Commercial & Residential Solutions
|
|
|
|
||
|
|
|
|
|
Total
|
|
|||||||||
Balance, September 30, 2014
|
$
|
2,701
|
|
|
607
|
|
|
500
|
|
|
430
|
|
|
4,238
|
|
Acquisitions
|
176
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
178
|
|
|
Divestitures
|
0
|
|
(213
|
)
|
|
0
|
|
(228
|
)
|
|
(441
|
)
|
|||
Foreign currency
translation and other
|
(87
|
)
|
|
(25
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(128
|
)
|
|
Balance, September 30, 2015
|
2,790
|
|
|
369
|
|
|
492
|
|
|
196
|
|
|
3,847
|
|
|
Acquisitions
|
39
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
83
|
|
|
Foreign currency
translation and other
|
(19
|
)
|
|
2
|
|
|
(4
|
)
|
|
—
|
|
|
(21
|
)
|
|
Balance, September 30, 2016
|
$
|
2,810
|
|
|
371
|
|
|
532
|
|
|
196
|
|
|
3,909
|
|
|
Customer Relationships
|
|
Intellectual Property
|
|
Capitalized Software
|
|
Total
|
|||||||||||||||||
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
Gross carrying amount
|
$
|
591
|
|
|
580
|
|
|
675
|
|
|
730
|
|
|
1,018
|
|
|
1,071
|
|
|
2,284
|
|
|
2,381
|
|
Less: Accumulated amortization
|
247
|
|
|
286
|
|
|
361
|
|
|
393
|
|
|
738
|
|
|
800
|
|
|
1,346
|
|
|
1,479
|
|
|
Net carrying amount
|
$
|
344
|
|
|
294
|
|
|
314
|
|
|
337
|
|
|
280
|
|
|
271
|
|
|
938
|
|
|
902
|
|
|
|
|
Gain (Loss) to Earnings
|
|
Gain (Loss) to OCI
|
|||||||||||||||
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commodity
|
Cost of sales
|
|
$
|
(12
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|
(16
|
)
|
|
(43
|
)
|
|
(9
|
)
|
Foreign currency
|
Sales, cost of sales
|
|
10
|
|
|
(12
|
)
|
|
(41
|
)
|
|
15
|
|
|
(61
|
)
|
|
(38
|
)
|
|
Foreign currency
|
Other deductions, net
|
|
(3
|
)
|
|
14
|
|
|
(27
|
)
|
|
|
|
|
|
|
||||
Total
|
|
|
$
|
(5
|
)
|
|
(22
|
)
|
|
(103
|
)
|
|
(1
|
)
|
|
(104
|
)
|
|
(47
|
)
|
|
|
2015
|
|
2016
|
|||||||||
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|||||
Foreign currency
|
|
$
|
30
|
|
|
65
|
|
|
7
|
|
|
49
|
|
Commodity
|
|
$
|
—
|
|
|
29
|
|
|
2
|
|
|
4
|
|
|
|
2015
|
|
|
2016
|
|
|
Current maturities of long-term debt
|
|
$
|
291
|
|
|
267
|
|
Commercial paper
|
|
2,261
|
|
|
2,317
|
|
|
Total
|
|
$
|
2,552
|
|
|
2,584
|
|
|
|
|
|
|
|||
Interest rate for weighted-average short-term borrowings at year end
|
|
0.2%
|
|
0.5%
|
|
2015
|
|
|
2016
|
|
|
4.75% notes due October 2015
|
$
|
250
|
|
|
—
|
|
5.125% notes due December 2016
|
250
|
|
|
250
|
|
|
5.375% notes due October 2017
|
250
|
|
|
250
|
|
|
5.25% notes due October 2018
|
400
|
|
|
400
|
|
|
5.0% notes due April 2019
|
250
|
|
|
250
|
|
|
4.875% notes due October 2019
|
500
|
|
|
500
|
|
|
4.25% notes due November 2020
|
300
|
|
|
300
|
|
|
2.625% notes due December 2021
|
500
|
|
|
500
|
|
|
2.625% notes due February 2023
|
500
|
|
|
500
|
|
|
3.15% notes due June 2025
|
500
|
|
|
500
|
|
|
6.0% notes due August 2032
|
250
|
|
|
250
|
|
|
6.125% notes due April 2039
|
250
|
|
|
250
|
|
|
5.25% notes due November 2039
|
300
|
|
|
300
|
|
|
Other
|
80
|
|
|
79
|
|
|
Long-term debt
|
4,580
|
|
|
4,329
|
|
|
Less: Current maturities
|
291
|
|
|
267
|
|
|
Total, net
|
$
|
4,289
|
|
|
4,062
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|||||||||||||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Service cost (benefits earned during the period)
|
$
|
59
|
|
|
69
|
|
|
59
|
|
|
32
|
|
|
37
|
|
|
26
|
|
Interest cost
|
182
|
|
|
182
|
|
|
148
|
|
|
53
|
|
|
46
|
|
|
39
|
|
|
Expected return on plan assets
|
(286
|
)
|
|
(303
|
)
|
|
(296
|
)
|
|
(58
|
)
|
|
(58
|
)
|
|
(52
|
)
|
|
Net amortization and other
|
153
|
|
|
174
|
|
|
166
|
|
|
18
|
|
|
20
|
|
|
17
|
|
|
Net periodic pension expense
|
108
|
|
|
122
|
|
|
77
|
|
|
45
|
|
|
45
|
|
|
30
|
|
|
Defined contribution plans
|
119
|
|
|
111
|
|
|
104
|
|
|
59
|
|
|
61
|
|
|
56
|
|
|
Total retirement plans expense
|
$
|
227
|
|
|
233
|
|
|
181
|
|
|
104
|
|
|
106
|
|
|
86
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|||||||||
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
Projected benefit obligation, beginning
|
$
|
4,336
|
|
|
4,263
|
|
|
1,330
|
|
|
1,248
|
|
Service cost
|
69
|
|
|
59
|
|
|
37
|
|
|
26
|
|
|
Interest cost
|
182
|
|
|
148
|
|
|
46
|
|
|
39
|
|
|
Actuarial (gain) loss
|
137
|
|
|
565
|
|
|
44
|
|
|
275
|
|
|
Benefits paid
|
(181
|
)
|
|
(191
|
)
|
|
(36
|
)
|
|
(31
|
)
|
|
Settlements
|
(205
|
)
|
|
(151
|
)
|
|
(25
|
)
|
|
(82
|
)
|
|
Acquisitions (Divestitures), net
|
(70
|
)
|
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
|
Foreign currency translation and other
|
(5
|
)
|
|
3
|
|
|
(144
|
)
|
|
(149
|
)
|
|
Projected benefit obligation, ending
|
$
|
4,263
|
|
|
4,696
|
|
|
1,248
|
|
|
1,320
|
|
|
|
|
|
|
|
|
|
|||||
Fair value of plan assets, beginning
|
$
|
4,473
|
|
|
3,928
|
|
|
988
|
|
|
935
|
|
Actual return on plan assets
|
(137
|
)
|
|
491
|
|
|
49
|
|
|
155
|
|
|
Employer contributions
|
20
|
|
|
31
|
|
|
33
|
|
|
35
|
|
|
Benefits paid
|
(181
|
)
|
|
(191
|
)
|
|
(36
|
)
|
|
(31
|
)
|
|
Settlements
|
(205
|
)
|
|
(151
|
)
|
|
(25
|
)
|
|
(82
|
)
|
|
Acquisitions (Divestitures), net
|
(44
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
Foreign currency translation and other
|
2
|
|
|
2
|
|
|
(72
|
)
|
|
(103
|
)
|
|
Fair value of plan assets, ending
|
$
|
3,928
|
|
|
4,110
|
|
|
935
|
|
|
909
|
|
|
|
|
|
|
|
|
|
|||||
Net amount recognized in the balance sheet
|
$
|
(335
|
)
|
|
(586
|
)
|
|
(313
|
)
|
|
(411
|
)
|
|
|
|
|
|
|
|
|
|||||
Location of net amount recognized in the balance sheet:
|
|
|
|
|
|
|
|
|||||
Noncurrent asset
|
$
|
—
|
|
|
—
|
|
|
30
|
|
|
1
|
|
Current liability
|
(11
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
Noncurrent liability
|
(316
|
)
|
|
(565
|
)
|
|
(227
|
)
|
|
(279
|
)
|
|
Net liability held-for-sale
|
(8
|
)
|
|
(10
|
)
|
|
(110
|
)
|
|
(126
|
)
|
|
Net amount recognized in the balance sheet
|
(335
|
)
|
|
(586
|
)
|
|
(313
|
)
|
|
(411
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Pretax accumulated other comprehensive loss
|
$
|
(1,322
|
)
|
|
(1,527
|
)
|
|
(306
|
)
|
|
(389
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
Net pension expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate used to determine service cost
|
4.75
|
%
|
|
4.25
|
%
|
|
4.60
|
%
|
|
4.2
|
%
|
|
3.6
|
%
|
|
3.3
|
%
|
Discount rate used to determine interest cost
|
4.75
|
%
|
|
4.25
|
%
|
|
3.50
|
%
|
|
4.2
|
%
|
|
3.6
|
%
|
|
3.3
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
6.4
|
%
|
Rate of compensation increase
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.2
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.25
|
%
|
|
4.35
|
%
|
|
3.50
|
%
|
|
3.6
|
%
|
|
3.3
|
%
|
|
2.3
|
%
|
Rate of compensation increase
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.2
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2015
|
|
|
2016
|
|
|
Target
|
|
2015
|
|
|
2016
|
|
|
Target
|
Equity securities
|
65
|
%
|
|
66
|
%
|
|
60-70%
|
|
55
|
%
|
|
51
|
%
|
|
50-60%
|
Debt securities
|
30
|
|
|
29
|
|
|
25-35
|
|
32
|
|
|
36
|
|
|
25-35
|
Other
|
5
|
|
|
5
|
|
|
3-10
|
|
13
|
|
|
13
|
|
|
10-20
|
Total
|
100
|
%
|
|
100
|
%
|
|
100%
|
|
100
|
%
|
|
100
|
%
|
|
100%
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
%
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||||
U.S. equities
|
$
|
1,081
|
|
|
305
|
|
|
292
|
|
|
1,678
|
|
|
33
|
%
|
International equities
|
627
|
|
|
607
|
|
|
—
|
|
|
1,234
|
|
|
25
|
%
|
|
Emerging market equities
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|
5
|
%
|
|
Corporate bonds
|
—
|
|
|
648
|
|
|
—
|
|
|
648
|
|
|
13
|
%
|
|
Government bonds
|
3
|
|
|
749
|
|
|
—
|
|
|
752
|
|
|
15
|
%
|
|
High-yield bonds
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|
2
|
%
|
|
Other
|
144
|
|
|
71
|
|
|
113
|
|
|
328
|
|
|
7
|
%
|
|
Total
|
$
|
1,855
|
|
|
2,759
|
|
|
405
|
|
|
5,019
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||
U.S. equities
|
$
|
956
|
|
|
460
|
|
|
257
|
|
|
1,673
|
|
|
34
|
%
|
International equities
|
502
|
|
|
677
|
|
|
—
|
|
|
1,179
|
|
|
24
|
%
|
|
Emerging market equities
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|
4
|
%
|
|
Corporate bonds
|
—
|
|
|
628
|
|
|
—
|
|
|
628
|
|
|
13
|
%
|
|
Government bonds
|
2
|
|
|
674
|
|
|
—
|
|
|
676
|
|
|
14
|
%
|
|
High-yield bonds
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|
4
|
%
|
|
Other
|
140
|
|
|
67
|
|
|
114
|
|
|
321
|
|
|
7
|
%
|
|
Total
|
$
|
1,600
|
|
|
2,892
|
|
|
371
|
|
|
4,863
|
|
|
100
|
%
|
|
2015
|
|
|
2016
|
|
|
Level 3, beginning
|
$
|
308
|
|
|
371
|
|
Gains (Losses) on assets held
|
18
|
|
|
18
|
|
|
Gains (Losses) on assets sold
|
(20
|
)
|
|
(20
|
)
|
|
Purchases, sales and settlements, net
|
65
|
|
|
36
|
|
|
Level 3, ending
|
$
|
371
|
|
|
405
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Service cost
|
$
|
1
|
|
|
1
|
|
|
1
|
|
Interest cost
|
11
|
|
|
9
|
|
|
8
|
|
|
Net amortization
|
(21
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|
Net postretirement expense
|
$
|
(9
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
2015
|
|
|
2016
|
|
|
Benefit obligation, beginning
|
$
|
248
|
|
|
213
|
|
Service cost
|
1
|
|
|
1
|
|
|
Interest cost
|
9
|
|
|
8
|
|
|
Actuarial (gain) loss
|
(12
|
)
|
|
—
|
|
|
Benefits paid
|
(18
|
)
|
|
(16
|
)
|
|
Divestitures
|
(15
|
)
|
|
—
|
|
|
Benefit obligation, ending (recognized in balance sheet)
|
$
|
213
|
|
|
206
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
United States
|
$
|
1,736
|
|
|
2,688
|
|
|
1,312
|
|
Non-U.S.
|
1,455
|
|
|
1,119
|
|
|
1,004
|
|
|
Total pretax earnings
|
$
|
3,191
|
|
|
3,807
|
|
|
2,316
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Current:
|
|
|
|
|
|
||||
Federal
|
$
|
623
|
|
|
831
|
|
|
394
|
|
State and local
|
47
|
|
|
86
|
|
|
11
|
|
|
Non-U.S.
|
416
|
|
|
398
|
|
|
305
|
|
|
|
|
|
|
|
|
||||
Deferred:
|
|
|
|
|
|
||||
Federal
|
(132
|
)
|
|
12
|
|
|
2
|
|
|
State and local
|
(7
|
)
|
|
(1
|
)
|
|
4
|
|
|
Non-U.S.
|
6
|
|
|
(59
|
)
|
|
(19
|
)
|
|
Income tax expense
|
$
|
953
|
|
|
1,267
|
|
|
697
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal tax benefit
|
0.8
|
|
|
0.7
|
|
|
0.5
|
|
Non-U.S. rate differential
|
(3.6
|
)
|
|
(2.4
|
)
|
|
(2.9
|
)
|
Non-U.S. tax holidays
|
(0.8
|
)
|
|
(0.9
|
)
|
|
(1.1
|
)
|
U.S. manufacturing deduction
|
(1.5
|
)
|
|
(1.2
|
)
|
|
(1.8
|
)
|
Gains on divestitures
|
—
|
|
|
1.8
|
|
|
—
|
|
Other
|
—
|
|
|
0.3
|
|
|
0.4
|
|
Effective income tax rate
|
29.9
|
%
|
|
33.3
|
%
|
|
30.1
|
%
|
|
2015
|
|
|
2016
|
|
|
Unrecognized tax benefits, beginning
|
$
|
120
|
|
|
84
|
|
Additions for current year tax positions
|
7
|
|
|
12
|
|
|
Additions for prior year tax positions
|
8
|
|
|
16
|
|
|
Reductions for prior year tax positions
|
(9
|
)
|
|
(13
|
)
|
|
Reductions for settlements with tax authorities
|
—
|
|
|
(4
|
)
|
|
Reductions for expiration of statutes of limitations
|
(42
|
)
|
|
(9
|
)
|
|
Unrecognized tax benefits, ending
|
$
|
84
|
|
|
86
|
|
|
2015
|
|
|
2016
|
|
|
Deferred tax assets:
|
|
|
|
|||
Net operating losses and tax credits
|
$
|
138
|
|
|
164
|
|
Accrued liabilities
|
245
|
|
|
277
|
|
|
Postretirement and postemployment benefits
|
86
|
|
|
82
|
|
|
Employee compensation and benefits
|
168
|
|
|
206
|
|
|
Pensions
|
164
|
|
|
271
|
|
|
Other
|
161
|
|
|
158
|
|
|
Total
|
$
|
962
|
|
|
1,158
|
|
|
|
|
|
|||
Valuation allowances
|
$
|
(109
|
)
|
|
(132
|
)
|
|
|
|
|
|||
Deferred tax liabilities:
|
|
|
|
|||
Intangibles
|
$
|
(500
|
)
|
|
(510
|
)
|
Property, plant and equipment
|
(236
|
)
|
|
(239
|
)
|
|
Other
|
(51
|
)
|
|
(51
|
)
|
|
Total
|
$
|
(787
|
)
|
|
(800
|
)
|
|
|
|
|
|||
Net deferred income tax asset
|
$
|
66
|
|
|
226
|
|
|
Weighted- Average Exercise Price Per Share
|
|
Shares
|
|
Total
Intrinsic Value of Shares |
|
Average Remaining Life (Years)
|
|||||||||
Beginning of year
|
$
|
55.40
|
|
|
13,646
|
|
|
|
|
|
|
|
|
|
||
Options granted
|
$
|
49.68
|
|
|
3,077
|
|
|
|
|
|
|
|
|
|
||
Options exercised
|
$
|
40.14
|
|
|
(701
|
)
|
|
|
|
|
|
|
|
|
||
Options canceled
|
$
|
56.78
|
|
|
(746
|
)
|
|
|
|
|
|
|
|
|
||
End of year
|
$
|
54.87
|
|
|
15,276
|
|
|
|
$
|
43
|
|
|
|
|
5.8
|
|
Exercisable at end of year
|
$
|
54.56
|
|
|
10,105
|
|
|
|
$
|
30
|
|
|
|
|
4.4
|
|
|
Shares
|
|
Average Grant Date
Fair Value Per Share |
|||||
Beginning of year
|
6,377
|
|
|
|
$
|
48.97
|
|
|
Granted
|
2,126
|
|
|
|
$
|
49.20
|
|
|
Earned/vested
|
(235
|
)
|
|
|
$
|
44.12
|
|
|
Canceled
|
(940
|
)
|
|
|
$
|
49.15
|
|
|
End of year
|
7,328
|
|
|
|
$
|
49.17
|
|
|
Activity in accumulated other comprehensive income (loss) attributable to common stockholders is shown below:
|
|||||||||
|
|
|
|
|
|
||||
Foreign currency translation
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Beginning balance
|
$
|
504
|
|
|
171
|
|
|
(622
|
)
|
Other comprehensive income (loss)
|
(341
|
)
|
|
(793
|
)
|
|
(190
|
)
|
|
Purchase of noncontrolling interest
|
8
|
|
|
—
|
|
|
—
|
|
|
Ending balance
|
171
|
|
|
(622
|
)
|
|
(812
|
)
|
|
|
|
|
|
|
|
||||
Pension and postretirement
|
|
|
|
|
|
||||
Beginning balance
|
(692
|
)
|
|
(746
|
)
|
|
(952
|
)
|
|
Actuarial gains (losses) deferred during the period
|
(152
|
)
|
|
(315
|
)
|
|
(310
|
)
|
|
Amortization of deferred actuarial losses into earnings
|
98
|
|
|
109
|
|
|
100
|
|
|
Ending balance
|
(746
|
)
|
|
(952
|
)
|
|
(1,162
|
)
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
||||
Beginning balance
|
(1
|
)
|
|
—
|
|
|
(43
|
)
|
|
Gains (Losses) deferred during the period
|
(1
|
)
|
|
(66
|
)
|
|
(30
|
)
|
|
Reclassifications of realized (gains) losses to sales and cost of sales
|
2
|
|
|
23
|
|
|
48
|
|
|
Ending balance
|
—
|
|
|
(43
|
)
|
|
(25
|
)
|
|
|
|
|
|
|
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(575
|
)
|
|
(1,617
|
)
|
|
(1,999
|
)
|
|
Sales
|
|
Earnings
|
|
Total Assets
|
||||||||||||||||||||||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|||
Process Management
|
$
|
9,189
|
|
|
8,516
|
|
|
7,484
|
|
|
$
|
1,918
|
|
|
1,493
|
|
|
1,131
|
|
|
$
|
7,771
|
|
|
7,704
|
|
|
7,622
|
|
Industrial Automation
|
3,004
|
|
|
2,448
|
|
|
2,072
|
|
|
640
|
|
|
509
|
|
|
458
|
|
|
1,810
|
|
|
1,254
|
|
|
1,276
|
|
|||
Climate Technologies
|
4,109
|
|
|
4,011
|
|
|
3,949
|
|
|
737
|
|
|
698
|
|
|
769
|
|
|
2,378
|
|
|
2,314
|
|
|
2,350
|
|
|||
Commercial &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential Solutions
|
1,891
|
|
|
1,913
|
|
|
1,611
|
|
|
421
|
|
|
403
|
|
|
384
|
|
|
1,152
|
|
|
817
|
|
|
809
|
|
|||
|
18,193
|
|
|
16,888
|
|
|
15,116
|
|
|
3,716
|
|
|
3,103
|
|
|
2,742
|
|
|
13,111
|
|
|
12,089
|
|
|
12,057
|
|
|||
Differences in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
accounting methods
|
|
|
|
|
|
|
197
|
|
|
174
|
|
|
189
|
|
|
|
|
|
|
|
|||||||||
Corporate and other (a)
|
209
|
|
|
|
|
|
|
(526
|
)
|
|
705
|
|
|
(427
|
)
|
|
11,066
|
|
|
9,999
|
|
|
9,686
|
|
|||||
Sales eliminations/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
interest (b)
|
(669
|
)
|
|
(639
|
)
|
|
(594
|
)
|
|
(196
|
)
|
|
(175
|
)
|
|
(188
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
17,733
|
|
|
16,249
|
|
|
14,522
|
|
|
$
|
3,191
|
|
|
3,807
|
|
|
2,316
|
|
|
$
|
24,177
|
|
|
22,088
|
|
|
21,743
|
|
|
Depreciation
and Amortization
|
|
Capital
Expenditures |
||||||||||||||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
||
Process Management
|
$
|
249
|
|
|
276
|
|
|
297
|
|
|
$
|
300
|
|
|
244
|
|
|
181
|
|
Industrial Automation
|
74
|
|
|
59
|
|
|
50
|
|
|
71
|
|
|
79
|
|
|
79
|
|
||
Climate Technologies
|
132
|
|
|
132
|
|
|
133
|
|
|
145
|
|
|
134
|
|
|
119
|
|
||
Commercial &
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential Solutions
|
52
|
|
|
51
|
|
|
44
|
|
|
49
|
|
|
52
|
|
|
44
|
|
||
Corporate and other
|
62
|
|
|
55
|
|
|
44
|
|
|
86
|
|
|
79
|
|
|
24
|
|
||
Total
|
$
|
569
|
|
|
573
|
|
|
568
|
|
|
$
|
651
|
|
|
588
|
|
|
447
|
|
|
Sales by Destination
|
|
Property, Plant and Equipment
|
||||||||||||||||
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
||
United States and Canada
|
$
|
8,753
|
|
|
8,370
|
|
|
7,505
|
|
|
$
|
1,803
|
|
|
1,756
|
|
|
1,780
|
|
Asia
|
3,737
|
|
|
3,363
|
|
|
2,926
|
|
|
504
|
|
|
481
|
|
|
459
|
|
||
Europe
|
2,896
|
|
|
2,381
|
|
|
2,300
|
|
|
441
|
|
|
426
|
|
|
435
|
|
||
Latin America
|
1,194
|
|
|
981
|
|
|
834
|
|
|
266
|
|
|
216
|
|
|
203
|
|
||
Middle East/Africa
|
1,153
|
|
|
1,154
|
|
|
957
|
|
|
48
|
|
|
50
|
|
|
54
|
|
||
Total
|
$
|
17,733
|
|
|
16,249
|
|
|
14,522
|
|
|
$
|
3,062
|
|
|
2,929
|
|
|
2,931
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Research and development expense
|
$
|
356
|
|
|
336
|
|
|
320
|
|
Depreciation expense
|
$
|
402
|
|
|
399
|
|
|
391
|
|
Rent expense
|
$
|
304
|
|
|
287
|
|
|
273
|
|
|
2015
|
|
|
2016
|
|
|
Employee compensation
|
$
|
448
|
|
|
431
|
|
Customer advanced payments
|
$
|
400
|
|
|
433
|
|
Product warranty
|
$
|
101
|
|
|
106
|
|
|
2015
|
|
|
2016
|
|
|
Pension liabilities
|
$
|
543
|
|
|
844
|
|
Deferred income taxes
|
270
|
|
|
210
|
|
|
Postretirement liabilities, excluding current portion
|
199
|
|
|
193
|
|
|
Other
|
527
|
|
|
482
|
|
|
Total
|
$
|
1,539
|
|
|
1,729
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
Pension expense
|
$
|
142
|
|
|
153
|
|
|
95
|
|
Stock compensation expense
|
123
|
|
|
24
|
|
|
145
|
|
|
Deferred income taxes and other
|
(102
|
)
|
|
19
|
|
|
45
|
|
|
Total
|
$
|
163
|
|
|
196
|
|
|
285
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
||||||||||||||||
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
Net sales
|
$
|
4,026
|
|
3,337
|
|
|
3,934
|
|
3,579
|
|
|
4,085
|
|
3,674
|
|
|
4,204
|
|
3,932
|
|
|
16,249
|
|
14,522
|
|
Gross profit
|
$
|
1,740
|
|
1,414
|
|
|
1,686
|
|
1,542
|
|
|
1,759
|
|
1,593
|
|
|
1,823
|
|
1,713
|
|
|
7,008
|
|
6,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings from continuing operations common stockholders
|
$
|
452
|
|
303
|
|
|
936
|
|
367
|
|
|
502
|
|
441
|
|
|
627
|
|
479
|
|
|
2,517
|
|
1,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings common stockholders
|
$
|
525
|
|
349
|
|
|
973
|
|
369
|
|
|
564
|
|
479
|
|
|
648
|
|
438
|
|
|
2,710
|
|
1,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings per common share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
$
|
0.65
|
|
0.47
|
|
|
1.37
|
|
0.57
|
|
|
0.75
|
|
0.68
|
|
|
0.95
|
|
0.74
|
|
|
3.72
|
|
2.46
|
|
Diluted
|
$
|
0.65
|
|
0.46
|
|
|
1.36
|
|
0.57
|
|
|
0.75
|
|
0.68
|
|
|
0.95
|
|
0.74
|
|
|
3.71
|
|
2.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
$
|
0.76
|
|
0.54
|
|
|
1.42
|
|
0.57
|
|
|
0.84
|
|
0.74
|
|
|
0.98
|
|
0.68
|
|
|
4.01
|
|
2.53
|
|
Diluted
|
$
|
0.75
|
|
0.53
|
|
|
1.42
|
|
0.57
|
|
|
0.84
|
|
0.74
|
|
|
0.98
|
|
0.68
|
|
|
3.99
|
|
2.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Dividends per common share
|
$
|
0.47
|
|
0.475
|
|
|
0.47
|
|
0.475
|
|
|
0.47
|
|
0.475
|
|
|
0.47
|
|
0.475
|
|
|
1.88
|
|
1.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
High
|
$
|
65.94
|
|
51.47
|
|
|
62.25
|
|
55.54
|
|
|
62.75
|
|
56.82
|
|
|
56.12
|
|
56.72
|
|
|
65.94
|
|
56.82
|
|
Low
|
$
|
57.76
|
|
42.21
|
|
|
54.95
|
|
41.25
|
|
|
55.23
|
|
48.45
|
|
|
42.80
|
|
50.41
|
|
|
42.80
|
|
41.25
|
|
|
Number of Securities
to be Issued upon
Exercise of
Outstanding Options, Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in Column (a))
|
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans
approved by security holders (1)
|
21,731,572
|
|
$54.87
|
|
26,554,538
|
Equity compensation plans not
approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
21,731,572
|
|
$54.87
|
|
26,554,538
|
(1)
|
Includes the Stock Option and Incentive Shares Plans previously approved by the Company's security holders. Included in column (a) are: (i) 15,276,335 shares reserved for outstanding stock option awards, (ii) 2,186,150 shares reserved for performance share awards granted in 2016, (iii) 4,252,335 shares reserved for performance share awards granted primarily in 2013, (iv) 16,513 reserved for outstanding restricted stock unit awards, and (v) 239 shares which have been earned under prior performance share programs but for which participants elected to defer payment. As provided by the Company’s Incentive Shares Plans, performance shares awards represent a commitment to issue such shares without cash payment by the employee, contingent upon achievement of the performance objectives and continued service by the employee.
|
1.
|
The consolidated financial statements and accompanying notes of the Company and subsidiaries and the report thereon of KPMG LLP set forth in Item 8 of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules - All schedules are omitted because they are not required, not applicable or the required information is provided in the financial statements or notes thereto contained in this Annual Report on Form 10-K.
|
3.
|
Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).
|
3(a)
|
Restated Articles of Incorporation of Emerson Electric Co., incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2001, File No. 1-278, Exhibit 3(a); Termination of Designated Shares of Stock and Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock, incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 3(a).
|
3(b)
|
Bylaws of Emerson Electric Co., as amended through October 6, 2016, incorporated by reference to Emerson Electric Co. Form 8-K filed October 6, 2016, Exhibit 3.1.
|
4(a)
|
Indenture dated as of December 10, 1998, between Emerson Electric Co. and The Bank of New York, Trustee, incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit 4(b).
|
10(a)*
|
Third Amendment to the Emerson Electric Co. 1993 Incentive Shares Plan, as restated, incorporated by reference to Emerson Electric Co. 1996 Form 10-K, File No. 1-278, Exhibit 10(g), and Fourth Amendment thereto, incorporated by reference to Emerson Electric Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(d).
|
10(b)*
|
Amended and Restated Emerson Electric Co. Continuing Compensation Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(c).
|
10(c)*
|
Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Form, Initial Notice of Election and Notice of Election Change, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(d).
|
10(d)*
|
First Amendment to the Emerson Electric Co. Supplemental Executive Retirement Plan, incorporated by reference to Emerson Electric Co. 1999 Form 10-K, File No. 1-278, Exhibit 10(h), and Form of Change of Control Election, incorporated by reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as of December 31, 2004).
|
10(e)*
|
Amended and Restated Emerson Electric Co. Pension Restoration Plan dated October 6, 2015, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(e); Forms of Participation Award Letter, Acceptance of Award and Benefit Election Forms (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(f); and Lump Sum Distribution Election Forms.
|
10(f)*
|
Fifth Amendment to the Supplemental Executive Savings Investment Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j), and Form of Participation Agreement and Form of Annual Election, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.8 (applicable only with respect to benefits vested as of December 31, 2004).
|
10(g)*
|
Amended and Restated Emerson Electric Co. Savings Investment Restoration Plan and Forms of Participation Agreement, Annual Election Form and Payment Election Form (applicable only with respect to benefits after January 1, 2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(h), and First Amendment to Emerson Electric Co. Savings Investment Restoration Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2008, File No. 1-278, Exhibit 10.1.
|
10(h)*
|
Amended and Restated Emerson Electric Co. Annual Incentive Plan and Form of Acceptance of Award, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(i).
|
10(i)*
|
1997 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 1997 Proxy Statement dated December 6, 1996, File No. 1-278, Exhibit A, and First Amendment thereto, incorporated by reference to Emerson Electric Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(j), Amendment for 409A Compliance, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(j), Form of Performance Share Award Certificate, Forms of Acceptance of Award and Change of Control Election, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.5, and Form of Restricted Shares Award Agreement, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.6.
|
10(j)*
|
1998 Stock Option Plan, incorporated by reference to Emerson Electric Co. 1998 Proxy Statement dated December 12, 1997, File No. 1-278, Appendix A, and Amendment No. 1 thereto, incorporated by reference to Emerson Electric Co. 2000 Form 10-K, File No. 1-278, Exhibit 10(l), Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.1, and Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.2.
|
10(k)*
|
2001 Stock Option Plan, incorporated by reference to Emerson Electric Co. 2002 Proxy Statement dated December 12, 2001, File No. 1-278, Appendix A, Form of Notice of Grant of Stock Options and Option Agreement and Form of Incentive Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.3 (used on or prior to September 30, 2011), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.1 (used after September 30, 2011), Form of Notice of Grant of Stock Options and Option Agreement and Form of Nonqualified Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 8-K filed October 1, 2004, Exhibit 10.4 (used on or prior to September 30, 2011), Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.2 (used after September 30, 2011).
|
10(l)*
|
Emerson Electric Co. Description of Split Dollar Life Insurance Program Transition, incorporated by reference to Emerson Electric Co. Form 8-K filed September 2, 2005, Exhibit 10.1.
|
10(m)*
|
Amended and Restated Restricted Stock Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1, Form of Restricted Stock Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. Form 8-K filed February 1, 2005, Exhibit 10.2, and Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1.
|
10(n)*
|
Description of Non-Management Director Compensation, incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(n).
|
10(o)*
|
Description of Named Executive Officer Compensation, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2004, Exhibit 10.1.
|
10(p)*
|
Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005, Appendix C, Amendment for 409A Compliance, incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Forms of Performance Shares Award Certificate and Acceptance of Award (used on or prior to September 30, 2009) and Restricted Shares Award Agreement (used on or prior to September 30, 2011), incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Amendment to Emerson Electric Co. 2006 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2008, File No. 1-278, Exhibit 10.1, Forms of Performance Shares Award Certificate, Acceptance of Award and 2010 Performance Shares Program Award Summary, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2009 (used after September 30, 2009 and on or prior to September 30, 2011), File No. 1-278, Exhibit 10.2, Forms of Performance Shares Award Certificate and Acceptance of Award, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.3 (used after September 30, 2011), and Form of Restricted Shares Award Agreement, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2011, File No. 1-278, Exhibit 10.4 (used after September 30, 2011).
|
10(q)
|
Credit Agreement dated as of April 30, 2014, incorporated by reference to Emerson Electric Co. Form 8-K filed May 2, 2014, Exhibit 10.1.
|
10(r)*
|
2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. 2011 Proxy Statement dated December 10, 2010, File No. 1-278, Appendix B, 2011 Stock Option Plan as Amended and Restated effective October 1, 2012, incorporated by reference to Emerson Electric Co. 2012 Form 10-K, File No. 1-278, Exhibit 10(r), Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.1 and Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan, incorporated by reference to Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2012, File No. 1-278, Exhibit 10.2.
|
10(s)*
|
Emerson Electric Co. 2015 Incentive Shares Plan, incorporated by reference to Emerson Electric Co. 2015 Proxy Statement dated December 12, 2014, Appendix B, Forms of Performance Shares Award Certificate and Acceptance of Award, 2016 Performance Shares Program Award Summary and Form of Restricted Shares Award Agreement, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(u).
|
10(t)*
|
Letter Agreement effective as of January 15, 2014 between Emerson Electric Co. and Edgar M. Purvis, incorporated by reference to Emerson Electric Co. 2015 Form 10-K, File No. 1-278, Exhibit 10(v).
|
10(u)*
|
Letter Agreement dated December 7, 2015 by and between Emerson Electric Co. and Charles A. Peters, incorporated by reference to Emerson Electric Co. form 10-Q for the quarter ended December 31, 2015, Exhibit 10.1.
|
10(v)*
|
Letter Agreement effective as of January 15, 2014 between Emerson Electric Co. and Steven J. Pelch.
|
10(w)
|
Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC.
|
10(x)
|
Share Purchase Agreement by and between Emerson Electric Co. and Pentair plc dated August 18, 2016.
|
12
|
Ratio of Earnings to Fixed Charges
|
21
|
Subsidiaries of Emerson Electric Co.
|
23
|
Consent of Independent Registered Public Accounting Firm
|
24
|
Power of Attorney
|
31
|
Certifications pursuant to Exchange Act Rule 13a-14(a)
|
32
|
Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350
|
101
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30,
2014
,
2015
and
2016
, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30,
2014
,
2015
, and
2016
(iii) Consolidated Balance Sheets at September 30,
2015
and
2016
, (iv) Consolidated Statements of Equity for the years ended September 30,
2014
,
2015
and
2016
, (v) Consolidated Statements of Cash Flows for the years ended September 30,
2014
,
2015
and
2016
, and (vi) Notes to Consolidated Financial Statements for the year ended
September 30, 2016
.
|
|
|
EMERSON ELECTRIC CO.
|
|
|
|
|
|
|
By
|
/s/ F. J. Dellaquila
|
|
|
|
|
|
|
|
F. J. Dellaquila
|
|
|
|
Senior Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
November 16, 2016
|
|
Signature
|
|
Title
|
|
|
|
/s/ D. N. Farr
|
|
Chairman of the Board and Chief Executive Officer
|
D. N. Farr
|
|
|
|
|
|
/s/ F. J. Dellaquila
|
|
Senior Executive Vice President and Chief Financial Officer
|
F. J. Dellaquila
|
|
|
|
|
|
/s/ R. J. Schlueter
|
|
Vice President, Controller and Chief Accounting Officer
|
R. J. Schlueter
|
|
|
|
|
|
*
|
|
Director
|
C. A. H. Boersig
|
|
|
|
|
|
*
|
|
Director
|
J. B. Bolten
|
|
|
|
|
|
*
|
|
Director
|
A. F. Golden
|
|
|
|
|
|
*
|
|
Director
|
W. R. Johnson
|
|
|
|
|
|
*
|
|
Director
|
C. Kendle
|
|
|
|
|
|
*
|
|
Director
|
M. S. Levatich
|
|
|
|
|
|
*
|
|
Director
|
J. W. Prueher
|
|
|
|
|
|
*
|
|
Director
|
R. L. Stephenson
|
|
|
|
|
|
*
|
|
Director
|
J. S. Turley
|
|
|
* By
|
/s/
|
F. J. Dellaquila
|
|
|
|
F. J. Dellaquila
|
|
|
|
Attorney-in-Fact
|
|
Exhibit No.
|
|
|
Exhibit
|
|
10(v)
|
|
|
Letter Agreement effective as of January 15, 2014 between Emerson Electric Co. and Steven J. Pelch.
|
|
|
|
|
|
|
10(w)
|
|
|
Transaction Agreement dated as of July 29, 2016 among Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power Grp, LLC and Cortes NP JV Holdings, LLC.
|
|
|
|
|
|
|
10(x)
|
|
|
Share Purchase Agreement by and between Emerson Electric Co. and Pentair plc dated August 18, 2016.
|
|
|
|
|
|
|
12
|
|
|
Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
21
|
|
|
Subsidiaries of Emerson Electric Co.
|
|
|
|
|
|
|
23
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
24
|
|
|
Power of Attorney
|
|
|
|
|
|
|
31
|
|
|
Certifications pursuant to Exchange Act Rule 13a – 14(a)
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Exchange Act Rule 13a – 14(b) and 18 U.S.C. Section 1350
|
|
|
|
|
|
|
101
|
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the years ended September 30, 2014, 2015 and 2016, (ii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2014, 2015 and 2016, (iii) Consolidated Balance Sheets as of September 30, 2015 and 2016, (iv) Consolidated Statements of Equity for the years ended September 30, 2014, 2015 and 2016, (v) Consolidated Statements of Cash Flows for the years ended September 30, 2014, 2015 and 2016, and (vi) Notes to Consolidated Financial Statements for the year ended September 30, 2016.
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|