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): August 4, 2015

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
 
Quarterly Results Press Release
 
On Tuesday, August 4, 2015, a press release was issued regarding the third quarter 2015 results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

References to underlying orders in the press release refer to the Company's trailing three-month average orders growth versus the prior year, excluding currency, acquisitions and divestitures, as reported in our Form 8-K filed on July 23, 2015.
 
Non-GAAP Financial Measures
 
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

Forward-Looking and Cautionary Statements

Statements in this press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include Emerson's ability to successfully complete, and the financial impact of, its strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit Number 
 
Description of Exhibits
 
 
 
99.1
 
Emerson's August 4, 2015 press release announcing third quarter 2015 results.
 
 



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:
August 4, 2015
By:
/s/ John G. Shively
 
 
 
John G. Shively
Vice President and
Assistant Secretary

  



EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibits
 
 
 
99.1
 
Emerson's August 4, 2015 press release announcing third quarter 2015 results.
 




Media Contact: Mark Polzin (314) 982-1758

EMERSON REPORTS THIRD QUARTER 2015 RESULTS

Net sales of $5.5 billion decreased 13 percent, with underlying sales down 5 percent
Average trailing three-month underlying order rates for the previous four months were down 9 percent
Reported earnings per share decreased 18 percent to $0.84
Share repurchase of $639 million in the quarter

ST. LOUIS, August 4, 2015 – Emerson (NYSE: EMR) today announced that net sales in the third quarter ended June 30, 2015 were down 13 percent, with underlying sales down 5 percent excluding unfavorable currency translation of 5 percent and an impact from divestitures of 3 percent. The Company continues to face headwinds from a global slowdown in spending that were initially apparent in January orders. Third quarter sales reflected the impact of lower oil prices in both oil and gas and energy-related markets, the continued strength of the U.S. dollar, and slowing conditions in emerging markets. Global demand was mostly down with the Middle East/Africa region being the exception, up 3 percent. The U.S. was down 7 percent, Europe was down 2 percent, Asia down 7 percent, and Latin America down 10 percent. Commercial & Residential Solutions was the only segment with positive underlying sales growth, benefiting from favorable trends in U.S. construction.
Profitability declined, reflecting volume deleverage, unfavorable mix, the impact of the stronger U.S. dollar on operations and increased restructuring expense. Earnings per share for the quarter were $0.84, a decrease of 18 percent. With the expectation that current market conditions will remain difficult, the Company is focused on items within its control, as its businesses execute their restructuring programs over the remainder of fiscal 2015. Restructuring for the first nine months of the fiscal year totaled $89 million and full-year restructuring is now expected to be in the range of $160 to $180 million. Operating cash flow declined 51 percent, due to lower operating results and taxes paid on the gain from the divestiture of the power transmission solutions business.
"The third quarter was an extension of the challenges and market headwinds that have affected our business over the past two quarters, with an increasingly negative impact on results," said Chairman and Chief Executive Officer David N. Farr. "Our trailing three-month underlying order rates have continued to be down 8 to 10 percent for the last four months, causing us to now reevaluate our expectations for the fourth quarter. We expect difficult market conditions to continue over the next 3 to 4

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quarters as global spending remains under pressure from the uncertainty in oil prices and sluggish growth in capital spending across many mature and emerging markets. These trends demand that we maintain a sharp focus on executing the plans that we initiated in early February in order to position our Company for growth and improved profitability when more favorable market conditions return.
"The strategic repositioning actions announced last month are further evidence that Emerson will continue to review and take decisive actions in order to improve our portfolio and to meet the changing needs of our customers and markets," Farr continued. "We have a long history of reinventing our Company and these actions are another example of the foresight and dedication of the entire management team to creating long-term, sustainable shareholder value."
 
Business Segment Highlights

Process Management net sales decreased 10 percent, with underlying sales down 4 percent. Foreign currency translation had a 6 percent unfavorable impact. Order rates during the quarter continued to be affected by a reduction in global spending in the oil and gas industry, resulting from the lower oil and natural gas prices and strength of the U.S. dollar. Upstream oil and gas markets remain under the most pressure as project decisions are being delayed globally. Downstream markets continue to be an opportunity for growth, but not at a level that will offset the significant capital reductions in upstream spending. Underlying sales in North America were down 5 percent as oil project activity was slow, but chemical and power markets exhibited growth. Demand was down 7 percent in Asia but mixed, with growth in South Korea and other emerging markets offset by slowing economic conditions in China and continued weakness in Australia. Europe was down 1 percent, as strong growth in emerging countries was offset by declines in mature western European markets. Middle East/Africa grew 5 percent reflecting favorable activity levels across the region, particularly in midstream and downstream spending. Segment margin decreased to 17.9 percent, primarily due to volume deleverage, unfavorable mix, the impact of the stronger dollar on operations, and increased restructuring expense. Demand is expected to remain weak through at least the first half of fiscal 2016. Given the continued downward trend in commodity prices a significant recovery will not be experienced until 2017.
Industrial Automation net sales were down 23 percent, with underlying sales down 5 percent as currency translation deducted 7 percent and divestitures deducted 11 percent. Third quarter sales reflected continued softness in European demand, upstream oil and gas, and industrial spending, specifically in energy-related and commodity markets. Underlying sales were down in all regions, with North America down 11 percent, Europe down 2 percent, and Asia down 1 percent. Segment margin decreased to 15.8 percent, primarily due to volume deleverage and unfavorable mix. Market conditions are expected to remain challenging in the near term, with only gradual improvement in Europe and sustained headwinds from reduced spending in upstream oil and gas.

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Network Power net sales decreased 17 percent, with underlying sales down 11 percent as currency translation deducted 5 percent and divestitures deducted 1 percent. By geography, Asia was down 17 percent, driven by significant weakness in China, Europe was down 4 percent, North America down 10 percent, Latin America flat and Middle East/Africa down 22 percent. Global demand for data center infrastructure and telecommunications investment was down across all geographies. Segment margin declined to 3.6 percent, primarily due to volume deleverage, lower price, unfavorable mix, and increased restructuring. Demand is expected to remain mixed by geography, with areas of opportunities in both data center infrastructure and telecommunications power spending.
Climate Technologies net sales decreased 6 percent. Underlying sales declined 3 percent and currency translation also deducted 3 percent. North America was down 6 percent, resulting from a double-digit decrease in the U.S. residential air conditioning business, as customers continue to work through the remaining pre-built inventory that was driven by regulatory changes effective January 1, 2015. Asia increased 3 percent, as growth in the India and Southeast Asia air conditioning and refrigeration businesses more than offset slowing demand in China. Demand was mixed in other geographies, with the Middle East/Africa up 28 percent driven by both air conditioning and refrigeration, Europe down 4 percent, and Latin America down 9 percent. Segment margin decreased to 19.7 percent, primarily due to volume deleverage, higher warranty expense, and unfavorable mix. Sales in the fourth quarter are expected to be down modestly, reflecting the impact of the U.S. residential air conditioning pre-build and some impact from cooler than normal temperatures and significant rainfall in key parts of the United States. Normalizing for the pre-build, twelve-month rolling sales growth is in line with the industry.
Commercial & Residential Solutions net sales decreased 3 percent, with underlying sales up 1 percent, led by favorable trends in U.S. construction. Foreign currency translation deducted 2 percent and the transfer of a small product line to another segment deducted 2 percent. Growth in food waste disposers and wet/dry vacuums more than offset declines in the professional tools and storage businesses. Demand in the professional tools business continues to reflect the impact of the decline in oil and gas related spending. Segment margin decreased to 20.6 percent reflecting unfavorable business mix. Favorable conditions in U.S. construction markets are expected to continue in the near term, supporting the outlook for modest growth in the fourth quarter.

2015 Outlook
Little change is expected in market conditions for the remainder of the fiscal year. The sustained headwinds from lower oil prices, strength of the U.S. dollar, a broad slowdown in industrial spending, and sluggish growth in certain emerging and mature markets will reduce underlying sales growth across our businesses. We now expect 2015 net sales to decline approximately 9 percent. Underlying sales are expected to be down approximately 2 percent, excluding negative currency translation of approximately 5

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percent and a 2 percent deduction from divestitures. Profitability will continue to be challenged by lower underlying growth and the impact of accelerated restructuring. As a result, reported earnings per share are expected to be $3.97 to $4.07, including the power transmission solutions divestiture gain of $0.77 per share.
"Despite operating in difficult market conditions, our employees have done an outstanding job of supporting and serving customers while at the same time taking the necessary actions to deliver long-term shareholder value," Farr said.

Upcoming Investor Events
Today at 2 p.m. ET, Emerson management will discuss the third quarter results during a conference call. Access to a live webcast of the discussion will be available at www.emerson.com/financial at the time of the call. A replay of the conference call will remain available for approximately three months.
On Thursday, September 17, 2015, Emerson Chairman and Chief Executive Officer David Farr will present at the Morgan Stanley Laguna Conference in Laguna Beach California. The presentation will be posted on Emerson's website at www.emerson.com/financial at the time of the event and remain available for approximately three months.
    
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include Emerson's ability to successfully complete, and the financial impact of, its strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

(tables attached)

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Table 1
EMERSON AND SUBSIDIARIES
CONSOLIDATED OPERATING RESULTS
(AMOUNTS IN MILLIONS EXCEPT PER SHARE, UNAUDITED)
 
 
 
 
 
 
 
Quarter Ended June 30,
 
Percent
 
2014
 
2015
 
Change
 
 
 
 
 
 
Net sales

$6,312

 

$5,503

 
(13)%
Costs and expenses:
 
 
 
 
 
     Cost of sales
3,674

 
3,269

 
 
     SG&A expenses
1,424

 
1,276

 
 
     Other deductions, net
96

 
122

 
 
     Interest expense, net
46

 
40

 
 
Earnings before income taxes
1,072

 
796

 
(26)%
Income taxes
334

 
222

 
 
Net earnings
738

 
574

 
(22)%
Less: Noncontrolling interests in earnings of subsidiaries
10

 
10

 
 
Net earnings common stockholders

$728

 

$564

 
(23)%
 
 
 
 
 
 
Diluted avg. shares outstanding
703.3

 
668.9

 
 
 
 
 
 
 
 
Diluted earnings per share common stockholders

$1.03

 

$0.84

 
(18)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter Ended June 30,
 
 
 
2014
 
2015
 
 
Other deductions, net
 
 
 
 
 
     Amortization of intangibles

$55

 

$52

 
 
     Rationalization of operations
11

 
36

 
 
     Other
30

 
34

 
 
          Total

$96

 

$122

 
 


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Table 2
EMERSON AND SUBSIDIARIES
CONSOLIDATED OPERATING RESULTS
(AMOUNTS IN MILLIONS EXCEPT PER SHARE, UNAUDITED)
 
 
 
 
 
 
 
Nine Months Ended June 30,
 
Percent
 
2014
 
2015
 
Change
 
 
 
 
 
 
Net sales

$17,730

 

$16,490

 
(7)%
Costs and expenses:
 
 
 
 
 
     Cost of sales
10,461

 
9,810

 
 
     SG&A expenses
4,262

 
3,999

 
 
     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%
Income taxes
763

 
1,083

 
 
Net earnings
1,769

 
2,082

 
18%
Less: Noncontrolling interests in earnings of subsidiaries
32

 
20

 
 
Net earnings common stockholders

$1,737

 

$2,062

 
19%
 
 
 
 
 
 
Diluted avg. shares outstanding
705.6

 
682.6

 
 
 
 
 
 
 
 
Diluted earnings per share common stockholders

$2.45

 

$3.01

 
23%
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended June 30,
 
 
 
2014
 
2015
 
 
Other deductions, net
 
 
 
 
 
     Amortization of intangibles

$170

 

$160

 
 
     Rationalization of operations
45

 
89

 
 
     Other
113

 
73

 
 
          Total

$328

 

$322

 
 

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Table 3
EMERSON AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS, UNAUDITED)
 
 
 
 
 
Quarter Ended June 30,
 
2014
 
2015
Assets
 
 
 
     Cash and equivalents

$3,049

 

$3,393

     Receivables, net
4,772

 
4,272

     Inventories
2,253

 
2,144

     Other current assets
739

 
835

          Total current assets
10,813

 
10,644

     Property, plant & equipment, net
3,737

 
3,610

     Goodwill
7,917

 
6,930

     Other intangible assets
1,768

 
1,575

     Other
880

 
705

          Total assets

$25,115

 

$23,464

 
 
 
 
Liabilities and equity
 
 
 
     Short-term borrowings and current
 
 
 
        maturities of long-term debt

$2,975

 

$3,179

     Accounts payables
2,645

 
2,402

     Accrued expenses
2,736

 
2,678

     Income taxes
177

 
53

          Total current liabilities
8,533

 
8,312

     Long-term debt
3,565

 
4,290

     Other liabilities
2,144

 
2,063

     Total equity
10,873

 
8,799

          Total liabilities and equity

$25,115

 

$23,464


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Table 4
EMERSON AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN MILLIONS, UNAUDITED)
 
 
 
 
 
Nine Months Ended June 30,
 
2014
 
2015
Operating activities
 
 
 
     Net earnings

$1,769

 

$2,082

     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
)
     Purchase 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
1,133

 
945

     Proceeds from long-term debt
1

 
1,000

     Principal payments of long-term debt
(323
)
 
(504
)
     Dividends paid
(910
)
 
(960
)
     Purchases of common stock
(783
)
 
(2,041
)
     Purchases of noncontrolling interests
(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

 
 
 
 
 
 
 
 
 

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Table 5
EMERSON AND SUBSIDIARIES
SEGMENT SALES AND EARNINGS
(DOLLARS IN MILLIONS, UNAUDITED)
 
 
 
 
 
Quarter Ended June 30,
 
2014
 
2015
Sales
 
 
 
     Process Management

$2,317

 

$2,084

     Industrial Automation
1,289

 
990

     Network Power
1,237

 
1,028

     Climate Technologies
1,191

 
1,125

     Commercial & Residential Solutions
492

 
477

 
6,526

 
5,704

     Eliminations
(214
)
 
(201
)
          Net sales

$6,312

 

$5,503

 
 
 
 
Earnings
 
 
 
     Process Management

$473

 

$373

     Industrial Automation
214

 
156

     Network Power
107

 
37

     Climate Technologies
250

 
222

     Commercial & Residential Solutions
108

 
98

 
1,152

 
886

     Differences in accounting methods
63

 
54

     Corporate and other
(97
)
 
(104
)
     Interest expense, net
(46
)
 
(40
)
          Earnings before income taxes

$1,072

 

$796

 
 
 
 
Rationalization of operations
 
 
 
     Process Management

$4

 

$12

     Industrial Automation
2

 
4

     Network Power
3

 
17

     Climate Technologies
1

 
2

     Commercial & Residential Solutions
1

 
1

          Total

$11

 

$36


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Table 6
EMERSON AND SUBSIDIARIES
SEGMENT SALES AND EARNINGS
(DOLLARS IN MILLIONS, UNAUDITED)
 
 
 
 
 
Nine Months Ended June 30,
 
2014
 
2015
Sales
 
 
 
     Process Management

$6,466

 

$6,225

     Industrial Automation
3,670

 
3,176

     Network Power
3,711

 
3,210

     Climate Technologies
3,018

 
3,007

     Commercial & Residential Solutions
1,418

 
1,422

 
18,283

 
17,040

     Eliminations
(553
)
 
(550
)
          Net sales

$17,730

 

$16,490

 
 
 
 
Earnings
 
 
 
     Process Management

$1,229

 

$1,064

     Industrial Automation
563

 
464

     Network Power
286

 
150

     Climate Technologies
543

 
518

     Commercial & Residential Solutions
307

 
292

 
2,928

 
2,488

     Differences in accounting methods
180

 
165

     Corporate and other
(429
)
 
638

     Interest expense, net
(147
)
 
(126
)
          Earnings before income taxes

$2,532

 

$3,165

 
 
 
 
Rationalization of operations
 
 
 
     Process Management

$12

 

$37

     Industrial Automation
7

 
8

     Network Power
13

 
31

     Climate Technologies
11

 
8

     Commercial & Residential Solutions
2

 
5

          Total

$45

 

$89


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Reconciliations of Non-GAAP Financial Measures & Other
 
Table 7
The following reconciles non-GAAP measures (denoted by *) with the most directly comparable GAAP measure (dollars in millions, except per share amounts):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Process
 
Industrial
 
Network
 
Climate
 
Comm &
 
 
Q3 sales change
Mgmt
 
Auto
 
Power
 
Tech
 
Res Solns
 
Total
 
Underlying*
(4
)%
 
(5
)%
 
(11
)%
 
(3
)%
 
1
 %
 
(5
)%
 
Acq/Div
 %
 
(11
)%
 
(1
)%
 
 %
 
 %
 
(3
)%
 
FX
(6
)%
 
(7
)%
 
(5
)%
 
(3
)%
 
(2
)%
 
(5
)%
 
Other
 %
 
 %
 
 %
 
 %
 
(2
)%
 
 %
 
Reported
(10
)%
 
(23
)%
 
(17
)%
 
(6
)%
 
(3
)%
 
(13
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
2015E sales change
 
 
 
 
 
 
 
 
 
 
 
 
Underlying*
~(2)%
 
 
 
 
 
 
 
 
 
 
 
Acq/Div
~(2)%

 
 
 
 
 
 
 
 
 
 
 
FX
~(5)%
 
 
 
 
 
 
 
 
 
 
 
Reported
~(9)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EPS
 
 
 
 
 
 
 
 
Q3 2014
 
Q3 2015
 
% Change
Reported
 
 
 
 

$—

 

$—

 
—%
Gain on sale of power transmission solutions
 

$—

 

$—

 
—%
Adjusted*
 
 
 
 

$—

 

$—

 
—%
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: Underlying sales and orders exclude the impact of acquisitions, divestitures and currency translation.


###

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