Form 8-K EMERSON ELECTRIC CO For: Dec 19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December 19, 2016
Emerson Electric Co.
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Missouri --------------------------------- (State or Other Jurisdiction of Incorporation) | 1-278 ------------------- (Commission File Number) | 43-0259330 --------------------------- (I.R.S. Employer Identification Number) |
8000 West Florissant Avenue St. Louis, Missouri ------------------------------------------------ (Address of Principal Executive Offices) | 63136 ------------------ (Zip Code) |
Registrant’s telephone number, including area code:
(314) 553-2000
------------------------------------------
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
In connection with the strategic portfolio repositioning actions undertaken over the last eighteen months to transform Emerson Electric Co. (the "Company") into a more focused enterprise, its businesses and organization were realigned into two business platforms: Automation Solutions and Commercial & Residential Solutions. The repositioning actions included the sale of the Company's network power systems business, which was completed on November 30, 2017, and the sale of the power generation, motors and drives businesses, which were included in the former Industrial Automation segment, and which is expected to be completed early in calendar year 2017, subject to regulatory approvals. These businesses were reported in discontinued operations in the Company’s most recent Form 10-K for the year ended September 30, 2016.
Beginning in fiscal 2017, the Company will report three segments: Automation Solutions, and Climate Technologies and Tools & Home Products which together comprise Commercial & Residential Solutions. The new Automation Solutions segment includes the former Process Management segment and the remaining businesses in the former Industrial Automation segment, except for the hermetic motors business, which is now included in the Climate Technologies segment. The new Tools & Home Products segment consists of the businesses previously reported in the Commercial & Residential Solutions segment in fiscal 2016.
The Company is providing the supplemental unaudited historical results for the new segments to facilitate investors' understanding of segment results that will be reported in fiscal 2017. The information in Exhibit 99.1 does not represent a restatement of previously issued financial statements and should be read in conjunction with the Company’s Annual Report on Form 10-K. The information contained in this Form 8-K shall not be deemed “filed” for purposes of, or subject to liability under, Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any Company filing with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
The Company is including herein supplemental unaudited historical information for the years ended September 30, 2016, 2015 and 2014, and the quarterly periods within those years, reflecting the new business segments. This information is attached as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Supplemental unaudited historical information for the years ended September 30, 2016, 2015 and 2014, and the quarterly periods within those years, reflecting the new business segments. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EMERSON ELECTRIC CO. (Registrant) | |||
Date: | December 19, 2016 | By: | /s/ John G. Shively |
John G. Shively Vice President and Assistant Secretary |
INDEX TO EXHIBITS
Exhibit No. | Description of Exhibits | |
99.1 | Supplemental unaudited historical information for the years ended September 30, 2016, 2015 and 2014, and the quarterly periods within those years, reflecting the new business segments. |
Exhibit 99.1
EMERSON ELECTRIC CO. & SUBSIDIARIES
Consolidated Operating Results
Dollars in millions, except per share amounts
Years ended September 30 | |||||||||
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 | 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 | (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 | |||||
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 |
1
Exhibit 99.1
EMERSON ELECTRIC CO. & SUBSIDIARIES
Supplemental Business Segment Information
Dollars in millions; unaudited
Years ended September 30 | |||||||||
Sales | 2014 | 2015 | 2016 | ||||||
Automation Solutions | $ | 10,937 | 10,153 | 8,977 | |||||
Climate Technologies | 4,104 | 4,006 | 3,944 | ||||||
Tools & Home Products | 1,607 | 1,625 | 1,611 | ||||||
Commercial & Residential Solutions | 5,711 | 5,631 | 5,555 | ||||||
Divested businesses (a) | 1,099 | 477 | — | ||||||
Sales eliminations | (14 | ) | (12 | ) | (10 | ) | |||
Total | $ | 17,733 | 16,249 | 14,522 |
Earnings | 2014 | 2015 | 2016 | ||||||
Automation Solutions | $ | 2,334 | 1,846 | 1,456 | |||||
Climate Technologies | 874 | 835 | 902 | ||||||
Tools & Home Products | 385 | 364 | 384 | ||||||
Commercial & Residential Solutions | 1,259 | 1,199 | 1,286 | ||||||
Divested businesses (a) | 117 | 58 | — | ||||||
Differences in accounting methods | 197 | 174 | 189 | ||||||
Corporate and other (b) | (520 | ) | 705 | (427 | ) | ||||
Interest | (196 | ) | (175 | ) | (188 | ) | |||
Pretax earnings | $ | 3,191 | 3,807 | 2,316 | |||||
(a) Divested businesses include sales and earnings related to the power transmission solutions and commercial storage businesses, which were reported in the former Industrial Automation and Commercial & Residential Solutions segments, respectively, and the embedded computing and power and connectivity solutions businesses, which were reported in the former Network Power segment. | |||||||||
(b) Corporate and other in 2015 includes pretax gains on divestitures of $1,039 ($611 after-tax, $0.90 per share). |
2
Exhibit 99.1
EMERSON ELECTRIC CO. & SUBSIDIARIES
Consolidated Operating Results and Supplemental Business Segment Information
Dollars in millions, except per share amounts; unaudited
Fiscal Year 2016 | ||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||
Net sales | $ | 3,337 | 3,579 | 3,674 | 3,932 | |||||||
Costs and expenses: | ||||||||||||
Cost of sales | 1,923 | 2,037 | 2,081 | 2,219 | ||||||||
Selling, general and administrative expenses | 879 | 878 | 852 | 855 | ||||||||
Other deductions, net | 54 | 66 | 39 | 135 | ||||||||
Interest expense, net | 47 | 46 | 46 | 49 | ||||||||
Earnings from continuing operations before income taxes | 434 | 552 | 656 | 674 | ||||||||
Income taxes | 127 | 177 | 205 | 188 | ||||||||
Earnings from continuing operations | 307 | 375 | 451 | 486 | ||||||||
Discontinued operations, net of tax | 46 | 2 | 38 | (41 | ) | |||||||
Net earnings | 353 | 377 | 489 | 445 | ||||||||
Less: Noncontrolling interests in earnings of subsidiaries | 4 | 8 | 10 | 7 | ||||||||
Net earnings common stockholders | $ | 349 | 369 | 479 | 438 | |||||||
Earnings common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 303 | 367 | 441 | 479 | |||||||
Discontinued operations, net of tax | 46 | 2 | 38 | (41 | ) | |||||||
Net earnings common stockholders | $ | 349 | 369 | 479 | 438 | |||||||
Diluted earnings per share common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 0.46 | 0.57 | 0.68 | 0.74 | |||||||
Discontinued operations | 0.07 | — | 0.06 | (0.06 | ) | |||||||
Diluted earnings per common share | $ | 0.53 | 0.57 | 0.74 | 0.68 |
Sales | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 2,162 | 2,194 | 2,176 | 2,445 | |||||||
Climate Technologies | 786 | 993 | 1,101 | 1,064 | ||||||||
Tools & Home Products | 392 | 394 | 400 | 425 | ||||||||
Commercial & Residential Solutions | 1,178 | 1,387 | 1,501 | 1,489 | ||||||||
Sales eliminations | (3 | ) | (2 | ) | (3 | ) | (2 | ) | ||||
Total | $ | 3,337 | 3,579 | 3,674 | 3,932 |
Earnings | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 341 | 342 | 354 | 419 | |||||||
Climate Technologies | 133 | 226 | 287 | 256 | ||||||||
Tools & Home Products | 85 | 92 | 97 | 110 | ||||||||
Commercial & Residential Solutions | 218 | 318 | 384 | 366 | ||||||||
Differences in accounting methods | 44 | 47 | 47 | 51 | ||||||||
Corporate and other | (122 | ) | (109 | ) | (83 | ) | (113 | ) | ||||
Interest | (47 | ) | (46 | ) | (46 | ) | (49 | ) | ||||
Pretax earnings | $ | 434 | 552 | 656 | 674 |
3
Exhibit 99.1
EMERSON ELECTRIC CO. & SUBSIDIARIES
Consolidated Operating Results and Supplemental Business Segment Information
Dollars in millions, except per share amounts; unaudited
Fiscal Year 2015 | ||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||
Net sales | $ | 4,026 | 3,934 | 4,085 | 4,204 | |||||||
Costs and expenses: | ||||||||||||
Cost of sales | 2,286 | 2,248 | 2,326 | 2,381 | ||||||||
Selling, general and administrative expenses | 1,019 | 948 | 922 | 846 | ||||||||
Gains on divestitures of businesses | — | 932 | — | 107 | ||||||||
Other deductions, net | 29 | 81 | 67 | 153 | ||||||||
Interest expense, net | 46 | 42 | 43 | 44 | ||||||||
Earnings from continuing operations before income taxes | 646 | 1,547 | 727 | 887 | ||||||||
Income taxes | 191 | 603 | 216 | 257 | ||||||||
Earnings from continuing operations | 455 | 944 | 511 | 630 | ||||||||
Discontinued operations, net of tax | 73 | 37 | 62 | 21 | ||||||||
Net earnings | 528 | 981 | 573 | 651 | ||||||||
Less: Noncontrolling interests in earnings of subsidiaries | 3 | 8 | 9 | 3 | ||||||||
Net earnings common stockholders | $ | 525 | 973 | 564 | 648 | |||||||
Earnings common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 452 | 936 | 502 | 627 | |||||||
Discontinued operations, net of tax | 73 | 37 | 62 | 21 | ||||||||
Net earnings common stockholders | $ | 525 | 973 | 564 | 648 | |||||||
Diluted earnings per share common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 0.65 | 1.36 | 0.75 | 0.95 | |||||||
Discontinued operations | 0.10 | 0.06 | 0.09 | 0.03 | ||||||||
Diluted earnings per common share | $ | 0.75 | 1.42 | 0.84 | 0.98 |
Sales | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 2,517 | 2,447 | 2,487 | 2,702 | |||||||
Climate Technologies | 898 | 981 | 1,124 | 1,003 | ||||||||
Tools & Home Products | 405 | 391 | 405 | 424 | ||||||||
Commercial & Residential Solutions | 1,303 | 1,372 | 1,529 | 1,427 | ||||||||
Divested businesses | 209 | 118 | 72 | 78 | ||||||||
Sales eliminations | (3 | ) | (3 | ) | (3 | ) | (3 | ) | ||||
Total | $ | 4,026 | 3,934 | 4,085 | 4,204 |
Earnings | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 483 | 386 | 462 | 515 | |||||||
Climate Technologies | 153 | 205 | 266 | 211 | ||||||||
Tools & Home Products | 94 | 83 | 89 | 98 | ||||||||
Commercial & Residential Solutions | 247 | 288 | 355 | 309 | ||||||||
Divested businesses | 24 | 12 | 9 | 13 | ||||||||
Differences in accounting methods | 45 | 41 | 43 | 45 | ||||||||
Corporate and other | (107 | ) | 862 | (99 | ) | 49 | ||||||
Interest | (46 | ) | (42 | ) | (43 | ) | (44 | ) | ||||
Pretax earnings | $ | 646 | 1,547 | 727 | 887 |
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Exhibit 99.1
EMERSON ELECTRIC CO. & SUBSIDIARIES
Consolidated Operating Results and Supplemental Business Segment Information
Dollars in millions, except per share amounts; unaudited
Fiscal Year 2014 | ||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||
Net sales | $ | 3,984 | 4,200 | 4,603 | 4,946 | |||||||
Costs and expenses: | ||||||||||||
Cost of sales | 2,314 | 2,361 | 2,567 | 2,729 | ||||||||
Selling, general and administrative expenses | 1,063 | 1,014 | 1,027 | 1,060 | ||||||||
Other deductions, net | 48 | 91 | 49 | 23 | ||||||||
Interest expense, net | 55 | 46 | 48 | 47 | ||||||||
Earnings from continuing operations before income taxes | 504 | 688 | 912 | 1,087 | ||||||||
Income taxes | 124 | 224 | 287 | 318 | ||||||||
Earnings from continuing operations | 380 | 464 | 625 | 769 | ||||||||
Discontinued operations, net of tax | 97 | 90 | 113 | (354 | ) | |||||||
Net earnings | 477 | 554 | 738 | 415 | ||||||||
Less: Noncontrolling interests in earnings of subsidiaries | 15 | 7 | 10 | 5 | ||||||||
Net earnings common stockholders | $ | 462 | 547 | 728 | 410 | |||||||
Earnings common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 365 | 457 | 615 | 764 | |||||||
Discontinued operations, net of tax | 97 | 90 | 113 | (354 | ) | |||||||
Net earnings common stockholders | $ | 462 | 547 | 728 | 410 | |||||||
Diluted earnings per share common stockholders: | ||||||||||||
Earnings from continuing operations | $ | 0.51 | 0.65 | 0.87 | 1.08 | |||||||
Discontinued operations | 0.14 | 0.12 | 0.16 | (0.50 | ) | |||||||
Diluted earnings per common share | $ | 0.65 | 0.77 | 1.03 | 0.58 |
Sales | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 2,452 | 2,532 | 2,758 | 3,195 | |||||||
Climate Technologies | 785 | 1,040 | 1,190 | 1,089 | ||||||||
Tools & Home Products | 389 | 387 | 411 | 420 | ||||||||
Commercial & Residential Solutions | 1,174 | 1,427 | 1,601 | 1,509 | ||||||||
Divested businesses | 361 | 244 | 247 | 247 | ||||||||
Sales eliminations | (3 | ) | (3 | ) | (3 | ) | (5 | ) | ||||
Total | $ | 3,984 | 4,200 | 4,603 | 4,946 |
Earnings | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||
Automation Solutions | $ | 467 | 481 | 577 | 809 | |||||||
Climate Technologies | 126 | 222 | 294 | 232 | ||||||||
Tools & Home Products | 90 | 93 | 99 | 103 | ||||||||
Commercial & Residential Solutions | 216 | 315 | 393 | 335 | ||||||||
Divested businesses | 10 | 33 | 33 | 41 | ||||||||
Differences in accounting methods | 44 | 47 | 50 | 56 | ||||||||
Corporate and other | (178 | ) | (142 | ) | (93 | ) | (107 | ) | ||||
Interest | (55 | ) | (46 | ) | (48 | ) | (47 | ) | ||||
Pretax earnings | $ | 504 | 688 | 912 | 1,087 |
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