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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)
|
Large accelerated filer
ý
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Net sales
|
$
|
6,312
|
|
|
5,503
|
|
|
17,730
|
|
|
16,490
|
|
|
|
|
|
|
|
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
3,674
|
|
|
3,269
|
|
|
10,461
|
|
|
9,810
|
|
|
Selling, general and administrative expenses
|
1,424
|
|
|
1,276
|
|
|
4,262
|
|
|
3,999
|
|
|
Gain on sale of business
|
—
|
|
|
—
|
|
|
—
|
|
|
932
|
|
|
Other deductions, net
|
96
|
|
|
122
|
|
|
328
|
|
|
322
|
|
|
Interest expense (net of interest income of $7, $9, $18 and $25, respectively)
|
46
|
|
|
40
|
|
|
147
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings before income taxes
|
1,072
|
|
|
796
|
|
|
2,532
|
|
|
3,165
|
|
|
|
|
|
|
|
|
|
|
|||||
Income taxes
|
334
|
|
|
222
|
|
|
763
|
|
|
1,083
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
738
|
|
|
574
|
|
|
1,769
|
|
|
2,082
|
|
|
|
|
|
|
|
|
|
|
|||||
Less: Noncontrolling interests in earnings of subsidiaries
|
10
|
|
|
10
|
|
|
32
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings common stockholders
|
$
|
728
|
|
|
564
|
|
|
1,737
|
|
|
2,062
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Basic earnings per share common stockholders
|
$
|
1.03
|
|
|
0.84
|
|
|
2.46
|
|
|
3.02
|
|
|
|
|
|
|
|
|
|
|||||
Diluted earnings per share common stockholders
|
$
|
1.03
|
|
|
0.84
|
|
|
2.45
|
|
|
3.01
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends per common share
|
$
|
0.43
|
|
|
0.47
|
|
|
1.29
|
|
|
1.41
|
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Net earnings
|
$
|
738
|
|
|
574
|
|
|
1,769
|
|
|
2,082
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|||||
Foreign currency translation
|
37
|
|
|
189
|
|
|
48
|
|
|
(543
|
)
|
|
Pension and postretirement
|
24
|
|
|
27
|
|
|
71
|
|
|
83
|
|
|
Cash flow hedges
|
15
|
|
|
—
|
|
|
8
|
|
|
(23
|
)
|
|
Total other comprehensive income (loss)
|
76
|
|
|
216
|
|
|
127
|
|
|
(483
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Comprehensive income
|
814
|
|
|
790
|
|
|
1,896
|
|
|
1,599
|
|
|
|
|
|
|
|
|
|
|
|||||
Less: Noncontrolling interests in comprehensive
income of subsidiaries
|
10
|
|
|
9
|
|
|
30
|
|
|
18
|
|
|
Comprehensive income common stockholders
|
$
|
804
|
|
|
781
|
|
|
1,866
|
|
|
1,581
|
|
|
Sept 30, 2014
|
|
June 30, 2015
|
|||
ASSETS
|
|
|
|
|||
Current assets
|
|
|
|
|||
Cash and equivalents
|
$
|
3,149
|
|
|
3,393
|
|
Receivables, less allowances of $114 and $103, respectively
|
5,019
|
|
|
4,272
|
|
|
Inventories
|
2,057
|
|
|
2,144
|
|
|
Other current assets
|
642
|
|
|
835
|
|
|
Total current assets
|
10,867
|
|
|
10,644
|
|
|
|
|
|
|
|||
Property, plant and equipment, net
|
3,802
|
|
|
3,610
|
|
|
Other assets
|
|
|
|
|
||
Goodwill
|
7,182
|
|
|
6,930
|
|
|
Other intangible assets
|
1,689
|
|
|
1,575
|
|
|
Other
|
637
|
|
|
705
|
|
|
Total other assets
|
9,508
|
|
|
9,210
|
|
|
Total assets
|
$
|
24,177
|
|
|
23,464
|
|
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Short-term borrowings and current maturities of long-term debt
|
$
|
2,465
|
|
|
3,179
|
|
Accounts payable
|
2,951
|
|
|
2,402
|
|
|
Accrued expenses
|
2,876
|
|
|
2,678
|
|
|
Income taxes
|
162
|
|
|
53
|
|
|
Total current liabilities
|
8,454
|
|
|
8,312
|
|
|
|
|
|
|
|||
Long-term debt
|
3,559
|
|
|
4,290
|
|
|
|
|
|
|
|||
Other liabilities
|
1,997
|
|
|
2,063
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|
|
|
Common stock, $0.50 par value; authorized, 1,200,000,000 shares; issued, 953,354,012 shares; outstanding, 696,605,222 shares and 663,311,878 shares, respectively
|
477
|
|
|
477
|
|
|
Additional paid-in-capital
|
161
|
|
|
162
|
|
|
Retained earnings
|
19,867
|
|
|
20,969
|
|
|
Accumulated other comprehensive income (loss)
|
(575
|
)
|
|
(1,056
|
)
|
|
Cost of common stock in treasury, 256,748,790 shares and 290,042,134 shares, respectively
|
(9,811
|
)
|
|
(11,803
|
)
|
|
Common stockholders’ equity
|
10,119
|
|
|
8,749
|
|
|
Noncontrolling interests in subsidiaries
|
48
|
|
|
50
|
|
|
Total equity
|
10,167
|
|
|
8,799
|
|
|
Total liabilities and equity
|
$
|
24,177
|
|
|
23,464
|
|
|
Nine Months Ended
June 30, |
|||||
|
2014
|
|
|
2015
|
|
|
Operating activities
|
|
|
|
|||
Net earnings
|
$
|
1,769
|
|
|
2,082
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization
|
623
|
|
|
613
|
|
|
Changes in operating working capital
|
(157
|
)
|
|
(530
|
)
|
|
Pension funding
|
(90
|
)
|
|
(21
|
)
|
|
Gain on divestiture of business, after tax
|
—
|
|
|
(528
|
)
|
|
Income taxes paid on divestiture gain
|
—
|
|
|
(360
|
)
|
|
Other, net
|
139
|
|
|
172
|
|
|
Net cash provided by operating activities
|
2,284
|
|
|
1,428
|
|
|
|
|
|
|
|||
Investing activities
|
|
|
|
|||
Capital expenditures
|
(573
|
)
|
|
(516
|
)
|
|
Purchases of businesses, net of cash and equivalents acquired
|
(610
|
)
|
|
(250
|
)
|
|
Divestitures of businesses
|
264
|
|
|
1,399
|
|
|
Other, net
|
(107
|
)
|
|
(86
|
)
|
|
Net cash (used by) provided by investing activities
|
(1,026
|
)
|
|
547
|
|
|
|
|
|
|
|||
Financing activities
|
|
|
|
|||
Net increase in short-term borrowings
|
910
|
|
|
1,500
|
|
|
Proceeds from short-term borrowings greater than three months
|
2,181
|
|
|
2,515
|
|
|
Payments of short-term borrowings greater than three months
|
(1,958
|
)
|
|
(3,070
|
)
|
|
Proceeds from long-term debt
|
1
|
|
|
1,000
|
|
|
Payments of long-term debt
|
(323
|
)
|
|
(504
|
)
|
|
Dividends paid
|
(910
|
)
|
|
(960
|
)
|
|
Purchases of common stock
|
(783
|
)
|
|
(2,041
|
)
|
|
Purchase of noncontrolling interest
|
(574
|
)
|
|
—
|
|
|
Other, net
|
(19
|
)
|
|
(12
|
)
|
|
Net cash used by financing activities
|
(1,475
|
)
|
|
(1,572
|
)
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash and equivalents
|
(9
|
)
|
|
(159
|
)
|
|
Increase (decrease) in cash and equivalents
|
(226
|
)
|
|
244
|
|
|
Beginning cash and equivalents
|
3,275
|
|
|
3,149
|
|
|
Ending cash and equivalents
|
$
|
3,049
|
|
|
3,393
|
|
|
|
|
|
|||
Changes in operating working capital
|
|
|
|
|||
Receivables
|
$
|
107
|
|
|
473
|
|
Inventories
|
(254
|
)
|
|
(265
|
)
|
|
Other current assets
|
(45
|
)
|
|
(177
|
)
|
|
Accounts payable
|
53
|
|
|
(287
|
)
|
|
Accrued expenses
|
(82
|
)
|
|
(130
|
)
|
|
Income taxes
|
64
|
|
|
(144
|
)
|
|
Total changes in operating working capital
|
$
|
(157
|
)
|
|
(530
|
)
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
1.
|
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30,
2014
. Certain prior year amounts have been reclassified to conform with current year presentation.
|
2.
|
Reconciliations of weighted average shares for basic and diluted earnings per common share follow (in millions). Earnings allocated to participating securities were inconsequential.
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
Basic shares outstanding
|
699.6
|
|
|
665.7
|
|
|
701.6
|
|
|
679.3
|
|
Dilutive shares
|
3.7
|
|
|
3.2
|
|
|
4.0
|
|
|
3.3
|
|
Diluted shares outstanding
|
703.3
|
|
|
668.9
|
|
|
705.6
|
|
|
682.6
|
|
|
Sept 30, 2014
|
|
|
June 30, 2015
|
|
|
Inventories
|
|
|
|
|||
Finished products
|
$
|
741
|
|
|
810
|
|
Raw materials and work in process
|
1,316
|
|
|
1,334
|
|
|
Total
|
$
|
2,057
|
|
|
2,144
|
|
Property, plant and equipment, net
|
|
|
|
|||
Property, plant and equipment, at cost
|
$
|
9,411
|
|
|
9,052
|
|
Less: Accumulated depreciation
|
5,609
|
|
|
5,442
|
|
|
Total
|
$
|
3,802
|
|
|
3,610
|
|
Goodwill by business segment
|
|
|
|
|||
Process Management
|
$
|
2,701
|
|
|
2,796
|
|
Industrial Automation
|
1,329
|
|
|
1,042
|
|
|
Network Power
|
2,218
|
|
|
2,172
|
|
|
Climate Technologies
|
500
|
|
|
494
|
|
|
Commercial & Residential Solutions
|
434
|
|
|
426
|
|
|
Total
|
$
|
7,182
|
|
|
6,930
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
|
Sept 30, 2014
|
|
|
June 30, 2015
|
|
|
Accrued expenses include the following
|
|
|
|
|||
Employee compensation
|
$
|
705
|
|
|
587
|
|
Customer advanced payments
|
$
|
455
|
|
|
496
|
|
Product warranty
|
$
|
193
|
|
|
172
|
|
Other liabilities
|
|
|
|
|||
Pension plans
|
$
|
564
|
|
|
544
|
|
Deferred income taxes
|
572
|
|
|
637
|
|
|
Postretirement plans, excluding current portion
|
233
|
|
|
215
|
|
|
Other
|
628
|
|
|
667
|
|
|
Total
|
$
|
1,997
|
|
|
2,063
|
|
4.
|
Following is a discussion regarding the Company’s use of financial instruments:
|
|
|
|
|
Into Earnings
|
|
Into OCI
|
|||||||||||||||||||||
|
|
|
|
3rd Quarter
|
|
Nine Months
|
|
3rd Quarter
|
|
Nine Months
|
|||||||||||||||||
Gains (Losses)
|
|
Location
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Commodity
|
|
Cost of sales
|
|
$
|
(5
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|
9
|
|
|
(7
|
)
|
|
(7
|
)
|
|
(26
|
)
|
Foreign currency
|
|
Sales, cost of sales
|
|
3
|
|
|
(3
|
)
|
|
6
|
|
|
(3
|
)
|
|
13
|
|
|
(2
|
)
|
|
15
|
|
|
(29
|
)
|
|
Foreign currency
|
|
Other deductions, net
|
|
5
|
|
|
(2
|
)
|
|
(5
|
)
|
|
12
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
|
|
$
|
3
|
|
|
(11
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
22
|
|
|
(9
|
)
|
|
8
|
|
|
(55
|
)
|
|
September 30, 2014
|
|
June 30, 2015
|
|||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|||||
Foreign Currency
|
$
|
32
|
|
|
20
|
|
|
32
|
|
|
50
|
|
Commodity
|
$
|
1
|
|
|
10
|
|
|
—
|
|
|
20
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
5.
|
The change in equity for the first nine months of 2015 is shown below (in millions):
|
|
Common
Stockholders'
Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
||||
Balance at September 30, 2014
|
$
|
10,119
|
|
|
48
|
|
|
10,167
|
|
Net earnings
|
2,062
|
|
|
20
|
|
|
2,082
|
|
|
Other comprehensive income (loss)
|
(481
|
)
|
|
(2
|
)
|
|
(483
|
)
|
|
Cash dividends
|
(960
|
)
|
|
(16
|
)
|
|
(976
|
)
|
|
Purchase of noncontrolling interest
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
Net purchases of common stock
|
(1,968
|
)
|
|
—
|
|
|
(1,968
|
)
|
|
Balance at June 30, 2015
|
$
|
8,749
|
|
|
50
|
|
|
8,799
|
|
6.
|
Activity in accumulated other comprehensive income (loss) for the
three and nine months ended
June 30, 2015 and 2014
is shown below (in millions):
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
$
|
525
|
|
|
(560
|
)
|
|
504
|
|
|
171
|
|
Other comprehensive income (loss)
|
37
|
|
|
190
|
|
|
50
|
|
|
(541
|
)
|
|
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
Ending balance
|
562
|
|
|
(370
|
)
|
|
562
|
|
|
(370
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Pension and postretirement
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
(645
|
)
|
|
(690
|
)
|
|
(692
|
)
|
|
(746
|
)
|
|
Amortization of deferred actuarial losses into earnings
|
24
|
|
|
27
|
|
|
71
|
|
|
83
|
|
|
Ending balance
|
(621
|
)
|
|
(663
|
)
|
|
(621
|
)
|
|
(663
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Cash flow hedges
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
(8
|
)
|
|
(23
|
)
|
|
(1
|
)
|
|
—
|
|
|
Deferral of gains (losses) arising during the period
|
14
|
|
|
(6
|
)
|
|
5
|
|
|
(35
|
)
|
|
Reclassification of realized (gain) loss to sales and
cost of sales
|
1
|
|
|
6
|
|
|
3
|
|
|
12
|
||
Ending balance
|
7
|
|
|
(23
|
)
|
|
7
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated other comprehensive income (loss)
|
$
|
(52
|
)
|
|
(1,056
|
)
|
|
(52
|
)
|
|
(1,056
|
)
|
Activity above is shown net of income taxes for the three and nine months ended June 30, 2014 and 2015, respectively, as follows: amortization of pension and postretirement deferred actuarial losses: $(13), $(16), $(39), $(46); deferral of cash flow hedging gains (losses): $(8), $3, $(3), $20; reclassification of realized cash flow hedging (gains) losses: $(1), $(3), $(1), $(7).
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
7.
|
Total periodic pension and postretirement expense is summarized below (in millions):
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Service cost
|
$
|
24
|
|
|
27
|
|
|
71
|
|
|
81
|
|
Interest cost
|
62
|
|
|
60
|
|
|
184
|
|
|
181
|
|
|
Expected return on plan assets
|
(86
|
)
|
|
(92
|
)
|
|
(258
|
)
|
|
(276
|
)
|
|
Net amortization
|
37
|
|
|
43
|
|
|
110
|
|
|
128
|
|
|
Total
|
$
|
37
|
|
|
38
|
|
|
107
|
|
|
114
|
|
8.
|
Other deductions, net are summarized below (in millions):
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Amortization of intangibles
|
$
|
55
|
|
|
52
|
|
|
170
|
|
|
160
|
|
Rationalization of operations
|
11
|
|
|
36
|
|
|
45
|
|
|
89
|
|
|
Other
|
30
|
|
|
34
|
|
|
113
|
|
|
73
|
|
|
Total
|
$
|
96
|
|
|
122
|
|
|
328
|
|
|
322
|
|
9.
|
Rationalization of operations expense reflects costs associated with the Company’s ongoing efforts to improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis. The Company expects full year
2015
rationalization expense to be in the range of
$160 million
to
$180 million
. This includes the
$89 million
incurred to date, as well as costs to complete actions initiated before the end of the
third
quarter and actions anticipated to be approved and initiated during the remainder of the year. Costs for the
three and nine months ended
June 30, 2015
largely relate to selective repositioning of the global cost structure to match the current level of economic activity, as well as the redeployment of resources for future growth.
|
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
|||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Process Management
|
$
|
4
|
|
|
12
|
|
|
12
|
|
|
37
|
|
Industrial Automation
|
2
|
|
|
4
|
|
|
7
|
|
|
8
|
|
|
Network Power
|
3
|
|
|
17
|
|
|
13
|
|
|
31
|
|
|
Climate Technologies
|
1
|
|
|
2
|
|
|
11
|
|
|
8
|
|
|
Commercial & Residential Solutions
|
1
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
Total
|
$
|
11
|
|
|
36
|
|
|
45
|
|
|
89
|
|
|
Sept 30, 2014
|
|
|
Expense
|
|
|
Paid/Utilized
|
|
|
June 30, 2015
|
|
|
Severance and benefits
|
$
|
20
|
|
|
72
|
|
|
47
|
|
|
45
|
|
Lease and other contract terminations
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
Fixed assets write-downs
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
Vacant facility and other shutdown costs
|
—
|
|
|
4
|
|
|
2
|
|
|
2
|
|
|
Start-up and moving costs
|
1
|
|
|
10
|
|
|
10
|
|
|
1
|
|
|
Total
|
$
|
22
|
|
|
89
|
|
|
63
|
|
|
48
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
10.
|
Summarized information about the Company's results of operations by business segment follows (in millions):
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
|||||||||||||||||||||
|
Sales
|
|
Earnings
|
|
Sales
|
|
Earnings
|
|||||||||||||||||
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
Process Management
|
$
|
2,317
|
|
|
2,084
|
|
|
473
|
|
|
373
|
|
|
6,466
|
|
|
6,225
|
|
|
1,229
|
|
|
1,064
|
|
Industrial Automation
|
1,289
|
|
|
990
|
|
|
214
|
|
|
156
|
|
|
3,670
|
|
|
3,176
|
|
|
563
|
|
|
464
|
|
|
Network Power
|
1,237
|
|
|
1,028
|
|
|
107
|
|
|
37
|
|
|
3,711
|
|
|
3,210
|
|
|
286
|
|
|
150
|
|
|
Climate Technologies
|
1,191
|
|
|
1,125
|
|
|
250
|
|
|
222
|
|
|
3,018
|
|
|
3,007
|
|
|
543
|
|
|
518
|
|
|
Commercial & Residential Solutions
|
492
|
|
|
477
|
|
|
108
|
|
|
98
|
|
|
1,418
|
|
|
1,422
|
|
|
307
|
|
|
292
|
|
|
|
6,526
|
|
|
5,704
|
|
|
1,152
|
|
|
886
|
|
|
18,283
|
|
|
17,040
|
|
|
2,928
|
|
|
2,488
|
|
|
Differences in accounting methods
|
|
|
|
|
63
|
|
|
54
|
|
|
|
|
|
|
180
|
|
|
165
|
|
|||||
Corporate and other
|
|
|
|
|
(97
|
)
|
|
(104
|
)
|
|
|
|
|
|
(429
|
)
|
|
638
|
|
|||||
Eliminations/Interest
|
(214
|
)
|
|
(201
|
)
|
|
(46
|
)
|
|
(40
|
)
|
|
(553
|
)
|
|
(550
|
)
|
|
(147
|
)
|
|
(126
|
)
|
|
Total
|
$
|
6,312
|
|
|
5,503
|
|
|
1,072
|
|
|
796
|
|
|
17,730
|
|
|
16,490
|
|
|
2,532
|
|
|
3,165
|
|
11.
|
On June 30, 2015, the Company announced plans to spin off its Network Power business via a tax-free distribution to shareholders as part of a strategic plan to streamline its portfolio, drive growth, and accelerate value creation for shareholders. The Company will also explore strategic alternatives, including potential sale, for its motors and drives, power generation and remaining storage businesses. These businesses represent approximately
30 percent
of consolidated 2014 sales and
20 percent
of earnings and cash flow. When complete, these transactions are expected to result in a smaller and more focused Company, with leadership positions in higher-growth end markets that provide significant opportunities for enhanced growth and improved profitability. In addition, the Company will conduct a complete review and assessment of its corporate services and structure to bring them into alignment with its smaller scale and sharper focus. The separation of Network Power will create two independent publicly-traded companies, both owned by Emerson stockholders, and is subject to certain conditions, including final approval by Emerson’s Board of Directors, receipt of favorable opinions regarding the tax-free status of the transaction for federal income tax purposes, and review and approval of the Form 10 that will be filed with the SEC. The various transactions are expected to be substantially completed by September 30, 2016. With regard to the evaluation of strategic alternatives for the other businesses, there can be no assurance that the review process will result in any transaction. The Company expects to incur significant costs to implement these transactions, including income taxes related to reorganizing the ownership structure of these businesses, investment banking, legal, consulting and other costs.
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
Net sales
|
$
|
6,312
|
|
|
5,503
|
|
|
(13
|
)%
|
Gross profit
|
$
|
2,638
|
|
|
2,234
|
|
|
(15
|
)%
|
Percent of sales
|
41.8
|
%
|
|
40.6
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
SG&A
|
$
|
1,424
|
|
|
1,276
|
|
|
|
|
Percent of sales
|
22.6
|
%
|
|
23.2
|
%
|
|
|
|
|
Other deductions, net
|
$
|
96
|
|
|
122
|
|
|
|
|
Interest expense, net
|
$
|
46
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income taxes
|
$
|
1,072
|
|
|
796
|
|
|
(26
|
)%
|
Percent of sales
|
17.0
|
%
|
|
14.5
|
%
|
|
|
|
|
Net earnings common stockholders
|
$
|
728
|
|
|
564
|
|
|
(23
|
)%
|
Percent of sales
|
11.5
|
%
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
1.03
|
|
|
0.84
|
|
|
(18
|
)%
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
2,317
|
|
|
2,084
|
|
|
(10
|
)%
|
Earnings
|
$
|
473
|
|
|
373
|
|
|
(21
|
)%
|
Margin
|
20.4
|
%
|
|
17.9
|
%
|
|
|
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
1,289
|
|
|
990
|
|
|
(23
|
)%
|
Earnings
|
$
|
214
|
|
|
156
|
|
|
(27
|
)%
|
Margin
|
16.6
|
%
|
|
15.8
|
%
|
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
1,237
|
|
|
1,028
|
|
|
(17
|
)%
|
Earnings
|
$
|
107
|
|
|
37
|
|
|
(65
|
)%
|
Margin
|
8.7
|
%
|
|
3.6
|
%
|
|
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
1,191
|
|
|
1,125
|
|
|
(6
|
)%
|
Earnings
|
$
|
250
|
|
|
222
|
|
|
(11
|
)%
|
Margin
|
21.0
|
%
|
|
19.7
|
%
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Three Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
492
|
|
|
477
|
|
|
(3
|
)%
|
Earnings
|
$
|
108
|
|
|
98
|
|
|
(9
|
)%
|
Margin
|
22.1
|
%
|
|
20.6
|
%
|
|
|
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
Net sales
|
$
|
17,730
|
|
|
16,490
|
|
|
(7
|
)%
|
Gross profit
|
$
|
7,269
|
|
|
6,680
|
|
|
(8
|
)%
|
Percent of sales
|
41.0
|
%
|
|
40.5
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
SG&A
|
$
|
4,262
|
|
|
3,999
|
|
|
|
|
Percent of sales
|
24.0
|
%
|
|
24.2
|
%
|
|
|
|
|
Gain on sale of business
|
$
|
—
|
|
|
932
|
|
|
|
|
Other deductions, net
|
$
|
328
|
|
|
322
|
|
|
|
|
Interest expense, net
|
$
|
147
|
|
|
126
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income taxes
|
$
|
2,532
|
|
|
3,165
|
|
|
25
|
%
|
Percent of sales
|
14.3
|
%
|
|
19.2
|
%
|
|
|
|
|
Net earnings common stockholders
|
$
|
1,737
|
|
|
2,062
|
|
|
19
|
%
|
Percent of sales
|
9.8
|
%
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
2.45
|
|
|
3.01
|
|
|
23
|
%
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
6,466
|
|
|
6,225
|
|
|
(4
|
)%
|
Earnings
|
$
|
1,229
|
|
|
1,064
|
|
|
(13
|
)%
|
Margin
|
19.0
|
%
|
|
17.1
|
%
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
3,670
|
|
|
3,176
|
|
|
(13
|
)%
|
Earnings
|
$
|
563
|
|
|
464
|
|
|
(18
|
)%
|
Margin
|
15.3
|
%
|
|
14.6
|
%
|
|
|
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
3,711
|
|
|
3,210
|
|
|
(13
|
)%
|
Earnings
|
$
|
286
|
|
|
150
|
|
|
(47
|
)%
|
Margin
|
7.7
|
%
|
|
4.7
|
%
|
|
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
3,018
|
|
|
3,007
|
|
|
—
|
%
|
Earnings
|
$
|
543
|
|
|
518
|
|
|
(5
|
)%
|
Margin
|
18.0
|
%
|
|
17.2
|
%
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Nine Months Ended June 30
|
2014
|
|
2015
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
1,418
|
|
|
1,422
|
|
|
—
|
%
|
Earnings
|
$
|
307
|
|
|
292
|
|
|
(5
|
)%
|
Margin
|
21.7
|
%
|
|
20.5
|
%
|
|
|
|
|
Sept 30, 2014
|
|
|
June 30, 2015
|
|
|
Working capital (in millions)
|
$
|
2,413
|
|
|
2,332
|
|
Current ratio
|
1.3
|
|
|
1.3
|
|
|
Total debt-to-total capital
|
37.3
|
%
|
|
46.1
|
%
|
|
Net debt-to-net capital
|
22.1
|
%
|
|
31.8
|
%
|
|
Interest coverage ratio
|
16.3
|
X
|
|
22.0X
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
Period
|
Total Number of Shares
Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
April 2015
|
5,700
|
|
$57.69
|
|
5,700
|
|
20,089
|
May 2015
|
3,400
|
|
$59.72
|
|
3,400
|
|
16,689
|
June 2015
|
1,800
|
|
$59.55
|
|
1,800
|
|
14,889
|
Total
|
10,900
|
|
$58.63
|
|
10,900
|
|
14,889
|
4
|
|
Emerson agrees to furnish to the Securities and Exchange Commission, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of Emerson and its subsidiaries on a consolidated basis.
|
|
|
|
12
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
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 three and nine months ended June 30, 2014 and 2015, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2014 and 2015, (iii) Consolidated Balance Sheets as of September 30, 2014 and June 30, 2015, (iv) Consolidated Statements of Cash Flows for the nine months ended June 30, 2014 and 2015, and (v) Notes to Consolidated Financial Statements for the three and nine months ended June 30, 2015.
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
FORM 10-Q
|
|
|
EMERSON ELECTRIC CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Frank J. Dellaquila
|
|
|
|
|
Frank J. Dellaquila
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(on behalf of the registrant and as Chief Financial Officer)
|
|
|
|
|
August 5, 2015
|
|
Exhibit No.
|
Exhibit
|
||
|
|
|
|
12
|
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
|
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 three and nine months ended June 30, 2014 and 2015, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2014 and 2015, (iii) Consolidated Balance Sheets as of September 30, 2014 and June 30, 2015, (iv) Consolidated Statements of Cash Flows for the nine months ended June 30, 2014 and 2015, and (v) Notes to Consolidated Financial Statements for the three and nine months ended June 30, 2015.
|
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 |
---|