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
¨
|
Smaller reporting company
¨
|
|
Emerging growth company
¨
|
|
Three Months Ended
December 31, |
|||||
|
2017
|
|
|
2018
|
|
|
Net sales
|
$
|
3,816
|
|
|
4,147
|
|
|
|
|
|
|||
Costs and expenses:
|
|
|
|
|||
Cost of sales
|
2,202
|
|
|
2,386
|
|
|
Selling, general and administrative expenses
|
995
|
|
|
1,077
|
|
|
Other deductions, net
|
78
|
|
|
50
|
|
|
Interest expense (net of interest income of $11 and $5, respectively)
|
38
|
|
|
43
|
|
|
|
|
|
|
|||
Earnings before income taxes
|
503
|
|
|
591
|
|
|
|
|
|
|
|||
Income taxes
|
109
|
|
|
124
|
|
|
|
|
|
|
|||
Net earnings
|
394
|
|
|
467
|
|
|
|
|
|
|
|||
Less: Noncontrolling interests in earnings of subsidiaries
|
2
|
|
|
2
|
|
|
|
|
|
|
|||
Net earnings common stockholders
|
$
|
392
|
|
|
465
|
|
|
|
|
|
|||
Basic earnings per share common stockholders
|
$
|
0.61
|
|
|
0.74
|
|
|
|
|
|
|||
Diluted earnings per share common stockholders
|
$
|
0.61
|
|
|
0.74
|
|
|
|
|
|
|||
Cash dividends per common share
|
$
|
0.485
|
|
|
0.49
|
|
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
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|
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|
|||
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|
|
|
|||
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|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|
Three Months Ended December 31,
|
|||||||
|
|
2017
|
|
|
|
2018
|
|
|
Net earnings
|
|
$
|
394
|
|
|
|
467
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|||
Foreign currency translation
|
|
7
|
|
|
|
(35
|
)
|
|
Pension and postretirement
|
|
23
|
|
|
|
13
|
|
|
Cash flow hedges
|
|
(3
|
)
|
|
|
(15
|
)
|
|
Total other comprehensive income (loss)
|
|
27
|
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|||
Comprehensive income
|
|
421
|
|
|
|
430
|
|
|
|
|
|
|
|
|
|||
Less: Noncontrolling interests in comprehensive
income of subsidiaries
|
|
2
|
|
|
|
2
|
|
|
Comprehensive income common stockholders
|
|
$
|
419
|
|
|
|
428
|
|
|
Sept 30, 2018
|
|
Dec 31, 2018
|
|||
ASSETS
|
|
|
|
|||
Current assets
|
|
|
|
|||
Cash and equivalents
|
$
|
1,093
|
|
|
1,248
|
|
Receivables, less allowances of $113 and $105, respectively
|
3,023
|
|
|
2,733
|
|
|
Inventories
|
1,813
|
|
|
1,980
|
|
|
Other current assets
|
690
|
|
|
697
|
|
|
Total current assets
|
6,619
|
|
|
6,658
|
|
|
|
|
|
|
|||
Property, plant and equipment, net
|
3,562
|
|
|
3,551
|
|
|
Other assets
|
|
|
|
|
||
Goodwill
|
6,455
|
|
|
6,468
|
|
|
Other intangible assets
|
2,751
|
|
|
2,714
|
|
|
Other
|
1,003
|
|
|
1,038
|
|
|
Total other assets
|
10,209
|
|
|
10,220
|
|
|
Total assets
|
$
|
20,390
|
|
|
20,429
|
|
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Short-term borrowings and current maturities of long-term debt
|
$
|
1,623
|
|
|
3,320
|
|
Accounts payable
|
1,943
|
|
|
1,794
|
|
|
Accrued expenses
|
2,534
|
|
|
2,288
|
|
|
Income taxes
|
64
|
|
|
138
|
|
|
Total current liabilities
|
6,164
|
|
|
7,540
|
|
|
|
|
|
|
|||
Long-term debt
|
3,137
|
|
|
2,641
|
|
|
|
|
|
|
|||
Other liabilities
|
2,099
|
|
|
1,972
|
|
|
|
|
|
|
|||
Equity
|
|
|
|
|
|
|
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued, 953.4 shares; outstanding, 629.2 shares and 615.8 shares, respectively
|
477
|
|
|
477
|
|
|
Additional paid-in-capital
|
348
|
|
|
375
|
|
|
Retained earnings
|
23,072
|
|
|
23,252
|
|
|
Accumulated other comprehensive income (loss)
|
(1,015
|
)
|
|
(1,052
|
)
|
|
Cost of common stock in treasury, 324.2 shares and 337.5 shares, respectively
|
(13,935
|
)
|
|
(14,816
|
)
|
|
Common stockholders’ equity
|
8,947
|
|
|
8,236
|
|
|
Noncontrolling interests in subsidiaries
|
43
|
|
|
40
|
|
|
Total equity
|
8,990
|
|
|
8,276
|
|
|
Total liabilities and equity
|
$
|
20,390
|
|
|
20,429
|
|
|
|||||||
|
|
Three Months Ended
|
|||||
|
|
December 31,
|
|||||
|
|
2017
|
|
|
2018
|
|
|
Operating activities
|
|
|
|
|
|||
Net earnings
|
|
$
|
394
|
|
|
467
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
|
187
|
|
|
202
|
|
|
Changes in operating working capital
|
|
(160
|
)
|
|
(310
|
)
|
|
Other, net
|
|
26
|
|
|
(36
|
)
|
|
Cash provided by operating activities
|
|
447
|
|
|
323
|
|
|
|
|
|
|
|
|||
Investing activities
|
|
|
|
|
|||
Capital expenditures
|
|
(96
|
)
|
|
(155
|
)
|
|
Purchases of businesses, net of cash and equivalents acquired
|
|
(513
|
)
|
|
(73
|
)
|
|
Divestitures of businesses
|
|
235
|
|
|
—
|
|
|
Other, net
|
|
(18
|
)
|
|
(31
|
)
|
|
Cash used in investing activities
|
|
(392
|
)
|
|
(259
|
)
|
|
|
|
|
|
|
|||
Financing activities
|
|
|
|
|
|||
Net increase in short-term borrowings
|
|
1,061
|
|
|
1,601
|
|
|
Payments of long-term debt
|
|
(251
|
)
|
|
(403
|
)
|
|
Dividends paid
|
|
(311
|
)
|
|
(305
|
)
|
|
Purchases of common stock
|
|
(500
|
)
|
|
(786
|
)
|
|
Other, net
|
|
(30
|
)
|
|
(9
|
)
|
|
Cash provided by (used in) financing activities
|
|
(31
|
)
|
|
98
|
|
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash and equivalents
|
|
10
|
|
|
(7
|
)
|
|
Increase in cash and equivalents
|
|
34
|
|
|
155
|
|
|
Beginning cash and equivalents
|
|
3,062
|
|
|
1,093
|
|
|
Ending cash and equivalents
|
|
$
|
3,096
|
|
|
1,248
|
|
|
|
|
|
|
|||
Changes in operating working capital
|
|
|
|
|
|||
Receivables
|
|
$
|
188
|
|
|
292
|
|
Inventories
|
|
(149
|
)
|
|
(170
|
)
|
|
Other current assets
|
|
14
|
|
|
(9
|
)
|
|
Accounts payable
|
|
(129
|
)
|
|
(247
|
)
|
|
Accrued expenses
|
|
(166
|
)
|
|
(246
|
)
|
|
Income taxes
|
|
82
|
|
|
70
|
|
|
Total changes in operating working capital
|
|
$
|
(160
|
)
|
|
(310
|
)
|
|
Sept 30, 2018
|
|
Dec 31, 2018
|
|||||
Unbilled receivables (contract assets)
|
|
$
|
321
|
|
|
|
371
|
|
Customer advances (contract liabilities)
|
|
(510
|
)
|
|
|
(490
|
)
|
|
Net contract liabilities
|
|
$
|
(189
|
)
|
|
|
(119
|
)
|
|
Three Months Ended
December 31, |
||||
|
2017
|
|
|
2018
|
|
|
|
|
|
||
Basic shares outstanding
|
638.2
|
|
|
623.9
|
|
Dilutive shares
|
2.3
|
|
|
3.9
|
|
Diluted shares outstanding
|
640.5
|
|
|
627.8
|
|
|
Sept 30, 2018
|
|
Dec 31, 2018
|
|||||
Inventories
|
|
|
|
|
|
|||
Finished products
|
|
$
|
592
|
|
|
|
659
|
|
Raw materials and work in process
|
|
1,221
|
|
|
|
1,321
|
|
|
Total
|
|
$
|
1,813
|
|
|
|
1,980
|
|
Property, plant and equipment, net
|
|
|
|
|||||
Property, plant and equipment, at cost
|
|
$
|
8,370
|
|
|
|
8,451
|
|
Less: Accumulated depreciation
|
|
4,808
|
|
|
|
4,900
|
|
|
Total
|
|
$
|
3,562
|
|
|
|
3,551
|
|
Goodwill by business segment
|
|
|
|
|
|
|||
Automation Solutions
|
|
$
|
5,355
|
|
|
|
5,369
|
|
|
|
|
|
|
|
|||
Climate Technologies
|
|
670
|
|
|
|
670
|
|
|
Tools & Home Products
|
|
430
|
|
|
|
429
|
|
|
Commercial & Residential Solutions
|
|
1,100
|
|
|
|
1,099
|
|
|
|
|
|
|
|
|
|||
Total
|
|
$
|
6,455
|
|
|
|
6,468
|
|
Other intangible assets
|
|
|
|
|||||
Gross carrying amount
|
|
$
|
4,667
|
|
|
|
4,716
|
|
Less: Accumulated amortization
|
|
1,916
|
|
|
|
2,002
|
|
|
Net carrying amount
|
|
$
|
2,751
|
|
|
|
2,714
|
|
Other intangible assets include customer relationships of $1,476 and $1,517 as of December 31, 2018 and September 30, 2018, respectively.
|
|
Sept 30, 2018
|
|
Dec 31, 2018
|
|||||
Accrued expenses include the following:
|
|
|
|
|
|
|||
Employee compensation
|
|
$
|
629
|
|
|
|
512
|
|
Customer advances
|
|
$
|
510
|
|
|
|
490
|
|
Product warranty
|
|
$
|
124
|
|
|
|
117
|
|
Other liabilities
|
|
|
|
|
|
|||
Pension and postretirement liabilities
|
|
$
|
625
|
|
|
|
623
|
|
Deferred income taxes
|
|
484
|
|
|
|
482
|
|
|
Asbestos litigation
|
|
334
|
|
|
|
332
|
|
|
Other
|
|
656
|
|
|
|
535
|
|
|
Total
|
|
$
|
2,099
|
|
|
|
1,972
|
|
|
|
|
|
Into Earnings
|
|
Into OCI
|
|||||||||
|
|
|
|
1st Quarter
|
|
1st Quarter
|
|||||||||
Gains (Losses)
|
|
Location
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
Commodity
|
|
Cost of sales
|
|
$
|
5
|
|
|
(3
|
)
|
|
13
|
|
|
(7
|
)
|
Foreign currency
|
|
Sales, cost of sales
|
|
—
|
|
|
2
|
|
|
(12
|
)
|
|
(12
|
)
|
|
Foreign currency
|
|
Other deductions, net
|
|
—
|
|
|
11
|
|
|
|
|
|
|||
Total
|
|
|
|
$
|
5
|
|
|
10
|
|
|
1
|
|
|
(19
|
)
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||
Foreign Currency
|
|
$
|
35
|
|
|
11
|
|
|
14
|
|
|
21
|
|
Commodity
|
|
$
|
1
|
|
|
10
|
|
|
—
|
|
|
14
|
|
|
Three Months Ended December 31,
|
|||||
|
2017
|
|
|
2018
|
|
|
|
|
|
|
|||
Common stock
|
$
|
477
|
|
|
477
|
|
|
|
|
|
|||
Additional paid-in-capital
|
|
|
|
|||
Beginning balance
|
297
|
|
|
348
|
|
|
Stock plans
|
9
|
|
|
27
|
|
|
Ending balance
|
306
|
|
|
375
|
|
|
|
|
|
|
|||
Retained earnings
|
|
|
|
|||
Beginning balance
|
21,995
|
|
|
23,072
|
|
|
Net earnings common stockholders
|
392
|
|
|
465
|
|
|
Dividends paid
|
(311
|
)
|
|
(305
|
)
|
|
Adoption of accounting standard updates
|
3
|
|
|
20
|
|
|
Ending balance
|
22,079
|
|
|
23,252
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income (loss)
|
|
|
|
|||
Beginning balance
|
(1,019
|
)
|
|
(1,015
|
)
|
|
Foreign currency translation
|
7
|
|
|
(35
|
)
|
|
Pension and postretirement
|
23
|
|
|
13
|
|
|
Cash flow hedges
|
(3
|
)
|
|
(15
|
)
|
|
Ending balance
|
(992
|
)
|
|
(1,052
|
)
|
|
|
|
|
|
|||
Treasury stock
|
|
|
|
|||
Beginning balance
|
(13,032
|
)
|
|
(13,935
|
)
|
|
Purchases
|
(500
|
)
|
|
(925
|
)
|
|
Issued under stock plans
|
11
|
|
|
44
|
|
|
Ending balance
|
(13,521
|
)
|
|
(14,816
|
)
|
|
|
|
|
|
|||
Common stockholders' equity
|
8,349
|
|
|
8,236
|
|
|
|
|
|
|
|||
Noncontrolling interests in subsidiaries
|
|
|
|
|||
Beginning balance
|
52
|
|
|
43
|
|
|
Net earnings
|
2
|
|
|
2
|
|
|
Dividends paid
|
(15
|
)
|
|
(5
|
)
|
|
Ending balance
|
39
|
|
|
40
|
|
|
|
|
|
|
|||
Total equity
|
$
|
8,388
|
|
|
8,276
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|||||||
|
|
2017
|
|
|
|
2018
|
|
|
Foreign currency translation
|
|
|
|
|
|
|||
Beginning balance
|
|
$
|
(369
|
)
|
|
|
(600
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
24
|
|
|
|
(35
|
)
|
|
Reclassified to gain/loss on sale of business
|
|
(17
|
)
|
|
|
—
|
|
|
Ending balance
|
|
(362
|
)
|
|
|
(635
|
)
|
|
|
|
|
|
|
|
|||
Pension and postretirement
|
|
|
|
|
|
|||
Beginning balance
|
|
(662
|
)
|
|
|
(420
|
)
|
|
Amortization of deferred actuarial losses into earnings
|
|
23
|
|
|
|
13
|
|
|
Ending balance
|
|
(639
|
)
|
|
|
(407
|
)
|
|
|
|
|
|
|
|
|||
Cash flow hedges
|
|
|
|
|
|
|||
Beginning balance
|
|
12
|
|
|
|
5
|
|
|
Deferral of gains (losses) arising during the period
|
|
1
|
|
|
|
(14
|
)
|
|
Reclassification of realized (gains) losses to sales and cost of sales
|
|
(4
|
)
|
|
|
(1
|
)
|
|
Ending balance
|
|
9
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income (loss)
|
|
$
|
(992
|
)
|
|
|
(1,052
|
)
|
|
|
|
|
|
|
|||
Activity above is shown net of income taxes for the three months ended December 31, 2018 and 2017, respectively, as follows: amortization of pension and postretirement deferred actuarial losses: $(4) and $(8); deferral of cash flow hedging gains (losses): $5 and $-; reclassification of realized cash flow hedging (gains) losses: $- and $1.
|
|
Three Months Ended December 31,
|
|||||||
|
|
2017
|
|
|
2018
|
|||
Service cost
|
|
$
|
19
|
|
|
|
18
|
|
Interest cost
|
|
46
|
|
|
|
50
|
|
|
Expected return on plan assets
|
|
(87
|
)
|
|
|
(88
|
)
|
|
Net amortization
|
|
31
|
|
|
|
17
|
|
|
Total
|
|
$
|
9
|
|
|
|
(3
|
)
|
|
Three Months Ended
December 31, |
|||||||
|
2017
|
|
|
|
2018
|
|
||
|
|
|
|
|
|
|||
Amortization of intangibles
|
|
$
|
56
|
|
|
|
57
|
|
Restructuring costs
|
|
15
|
|
|
|
10
|
|
|
Other
|
|
7
|
|
|
|
(17
|
)
|
|
Total
|
|
$
|
78
|
|
|
|
50
|
|
|
Three Months Ended
December 31, |
|||||||
|
2017
|
|
|
2018
|
|
|||
|
|
|
|
|
|
|||
Automation Solutions
|
|
$
|
10
|
|
|
|
5
|
|
|
|
|
|
|
|
|||
Climate Technologies
|
|
5
|
|
|
|
3
|
|
|
Tools & Home Products
|
|
—
|
|
|
|
2
|
|
|
Commercial & Residential Solutions
|
|
5
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|||
Total
|
|
$
|
15
|
|
|
|
10
|
|
|
Sept 30, 2018
|
|
|
Expense
|
|
|
Utilized/Paid
|
|
|
Dec 31, 2018
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance and benefits
|
|
$
|
46
|
|
|
|
5
|
|
|
|
11
|
|
|
|
40
|
|
Lease and other contract terminations
|
|
3
|
|
|
|
—
|
|
|
|
1
|
|
|
|
2
|
|
|
Asset write-downs
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
|
—
|
|
|
Vacant facility and other shutdown costs
|
|
3
|
|
|
|
2
|
|
|
|
2
|
|
|
|
3
|
|
|
Start-up and moving costs
|
|
—
|
|
|
|
2
|
|
|
|
2
|
|
|
|
—
|
|
|
Total
|
|
$
|
52
|
|
|
|
10
|
|
|
|
17
|
|
|
|
45
|
|
|
Three Months Ended December 31,
|
|||||||||||
|
Sales
|
|
Earnings
|
|||||||||
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|||||
Automation Solutions
|
$
|
2,572
|
|
|
2,799
|
|
|
386
|
|
|
407
|
|
|
|
|
|
|
|
|
|
|||||
Climate Technologies
|
922
|
|
|
880
|
|
|
165
|
|
|
146
|
|
|
Tools & Home Products
|
330
|
|
|
458
|
|
|
87
|
|
|
91
|
|
|
Commercial & Residential Solutions
|
1,252
|
|
|
1,338
|
|
|
252
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|||||
Differences in accounting methods
|
|
|
|
|
51
|
|
|
59
|
|
|||
Corporate and other
|
|
|
|
|
(148
|
)
|
|
(69
|
)
|
|||
Eliminations/Interest
|
(8
|
)
|
|
10
|
|
|
(38
|
)
|
|
(43
|
)
|
|
Total
|
$
|
3,816
|
|
|
4,147
|
|
|
503
|
|
|
591
|
|
|
Three Months Ended December 31,
|
|||||||
|
|
2017
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|||
Measurement & Analytical Instrumentation
|
|
$
|
772
|
|
|
|
858
|
|
Valves, Actuators & Regulators
|
|
863
|
|
|
|
874
|
|
|
Industrial Solutions
|
|
428
|
|
|
|
542
|
|
|
Process Control Systems & Solutions
|
|
509
|
|
|
|
525
|
|
|
Automation Solutions
|
|
$
|
2,572
|
|
|
|
2,799
|
|
|
Three Months Ended December 31,
|
|||||||||||||||||
|
2017
|
|
2018
|
|||||||||||||||
|
Automation Solutions
|
|
|
Commercial & Residential Solutions
|
|
|
Total
|
|
|
Automation Solutions
|
|
|
Commercial & Residential Solutions
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Americas
|
$
|
1,286
|
|
|
778
|
|
|
2,064
|
|
|
1,405
|
|
|
907
|
|
|
2,312
|
|
Asia, Middle East & Africa
|
790
|
|
|
348
|
|
|
1,138
|
|
|
841
|
|
|
265
|
|
|
1,106
|
|
|
Europe
|
496
|
|
|
126
|
|
|
622
|
|
|
553
|
|
|
166
|
|
|
719
|
|
|
Total
|
$
|
2,572
|
|
|
1,252
|
|
|
3,824
|
|
|
2,799
|
|
|
1,338
|
|
|
4,137
|
|
|
Three Months Ended
|
|||
|
Dec 31, 2017
|
|||
|
|
|
||
Net sales
|
|
$
|
4,087
|
|
Net earnings common stockholders
|
|
$
|
410
|
|
Diluted earnings per share
|
|
$
|
0.64
|
|
|
2017
|
|
2018
|
|
Change
|
||||
(dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
Net sales
|
$
|
3,816
|
|
|
4,147
|
|
|
9
|
%
|
Gross profit
|
$
|
1,614
|
|
|
1,761
|
|
|
9
|
%
|
Percent of sales
|
42.3
|
%
|
|
42.5
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
SG&A
|
$
|
995
|
|
|
1,077
|
|
|
|
|
Percent of sales
|
26.1
|
%
|
|
26.0
|
%
|
|
|
|
|
Other deductions, net
|
$
|
78
|
|
|
50
|
|
|
|
|
Interest expense, net
|
$
|
38
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before income taxes
|
$
|
503
|
|
|
591
|
|
|
17
|
%
|
Percent of sales
|
13.2
|
%
|
|
14.2
|
%
|
|
|
|
|
Net earnings common stockholders
|
$
|
392
|
|
|
465
|
|
|
19
|
%
|
Percent of sales
|
10.3
|
%
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings per share
|
$
|
0.61
|
|
|
0.74
|
|
|
21
|
%
|
Three Months Ended Dec 31
|
2017
|
|
2018
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales
|
$
|
2,572
|
|
|
2,799
|
|
|
9
|
%
|
Earnings
|
$
|
386
|
|
|
407
|
|
|
5
|
%
|
Margin
|
15.0
|
%
|
|
14.5
|
%
|
|
|
|
Sales by Major Product Offering
|
|
|
|
|
|
||||
Measurement & Analytical Instrumentation
|
$
|
772
|
|
|
858
|
|
|
11
|
%
|
Valves, Actuators & Regulators
|
863
|
|
|
874
|
|
|
1
|
%
|
|
Industrial Solutions
|
428
|
|
|
542
|
|
|
27
|
%
|
|
Process Control Systems & Solutions
|
509
|
|
|
525
|
|
|
3
|
%
|
|
Total
|
$
|
2,572
|
|
|
2,799
|
|
|
9
|
%
|
Three Months Ended Dec 31
|
2017
|
|
2018
|
|
Change
|
||||
(dollars in millions)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Sales:
|
|
|
|
|
|
||||
Climate Technologies
|
$
|
922
|
|
|
880
|
|
|
(5
|
)%
|
Tools & Home Products
|
330
|
|
|
458
|
|
|
39
|
%
|
|
Total
|
$
|
1,252
|
|
|
1,338
|
|
|
7
|
%
|
|
|
|
|
|
|
||||
Earnings:
|
|
|
|
|
|
||||
Climate Technologies
|
$
|
165
|
|
|
146
|
|
|
(12
|
)%
|
Tools & Home Products
|
87
|
|
|
91
|
|
|
5
|
%
|
|
Total
|
$
|
252
|
|
|
237
|
|
|
(6
|
)%
|
Margin
|
20.1
|
%
|
|
17.7
|
%
|
|
|
|
Sept 30, 2018
|
|
|
Dec 31, 2018
|
|
|
Working capital (in millions)
|
$
|
455
|
|
|
(882
|
)
|
Current ratio
|
1.1
|
|
|
0.9
|
|
|
Total debt-to-total capital
|
34.7
|
%
|
|
42.0
|
%
|
|
Net debt-to-net capital
|
29.1
|
%
|
|
36.4
|
%
|
|
Interest coverage ratio
|
14.2
|
X
|
|
13.0X
|
|
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
|
||||||
October 2018
|
|
2,960
|
|
|
|
$72.83
|
|
|
2,960
|
|
|
|
38,876
|
November 2018
|
|
4,137
|
|
|
|
$68.74
|
|
|
4,137
|
|
|
|
34,739
|
December 2018
|
|
7,351
|
|
|
|
$57.83
|
|
|
7,351
|
|
|
|
27,388
|
Total
|
|
14,448
|
|
|
|
$64.03
|
|
|
14,448
|
|
|
|
27,388
|
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 percent or less of the total assets of Emerson and its subsidiaries on a consolidated basis.
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
Letter Agreement effective as of October 2, 2018
, by and between Emerson Electric Co. and Edward L. Monser, incorporated by reference to the Emerson Electric Co. Form 8-K filed October 5, 2018, File No. 1-278, Exhibit filed 10.1.
|
|
|
|
31
|
|
|
|
|
|
32
|
|
|
|
|
|
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 months ended December 31, 2018 and 2017, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2018 and 2017, (iii) Consolidated Balance Sheets as of September 30, 2018 and December 31, 2018, (iv) Consolidated Statements of Cash Flows for the three months ended December 31, 2018 and 2017, and (v) Notes to Consolidated Financial Statements for the three months ended December 31, 2018.
|
|
|
EMERSON ELECTRIC CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Frank J. Dellaquila
|
|
|
|
|
Frank J. Dellaquila
|
|
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
|
|
|
(on behalf of the registrant and as Chief Financial Officer)
|
|
|
|
|
February 6, 2019
|
|
1.
|
Your rights in regard to these Shares are not vested, and you understand and agree, by your signature to this agreement, that your entire interest in these Shares may be forfeited if you fail to remain in the employ of Emerson Electric Co. (“Emerson Electric”) or any of its divisions, subsidiaries or affiliates (collectively, “Emerson”) for the full term of the Restriction Period, or in the event you fail to abide by any of the terms or conditions attached to this award or set out in the Plan or in this Agreement.
|
2.
|
Specifically, the Shares shall not vest until the expiration of the Restriction Period and shall be wholly forfeited in the event of your resignation or discharge or you otherwise fail to remain so employed, including by reason of divestiture or spin-off, prior to such time; provided, however, in the event of any termination on account of death or any disability which in the determination of the Committee prevents your continued employment by Emerson, the award of Shares will be prorated for your period of service during the Restriction Period and, provided you are not otherwise in default hereunder, you or your estate will receive such prorated number of Shares free of any restriction; provided further, however, in the event of a termination of your employment prior to the expiration of the Restriction Period, other than on account of your death or disability, the Committee, in its absolute discretion, may make such pro rata or other payment (or no payment) as it may determine.
|
3.
|
During the Restriction Period the Shares will be evidenced by a certificate issued in your name, but such certificate will not be delivered to you and shall be held by Emerson until the expiration of the Restriction Period or until earlier forfeiture. During the Restriction Period (and prior to any forfeiture), your rights in respect of the Shares shall be as follows.
|
(i)
|
You will be entitled to receive cash dividends when paid on the Shares, and you will be entitled to vote the Shares.
|
(ii)
|
During the Restriction Period you shall not be entitled to delivery of any stock certificate evidencing the Shares.
|
(i)
|
During the Restriction Period you may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Shares.
|
(ii)
|
Stock dividends paid or any other property distribution made on the Shares shall not be paid or delivered to you but shall be held by Emerson on the same terms as the Shares on which they were paid; provided, however, the Committee in its discretion may direct the payment of any such stock dividends or other property directly to you, free of the restriction imposed by this Agreement.
|
4.
|
You understand that this award is confidential and that the dissemination of any information concerning the fact of this award or of any information relating to this award to any person or persons within or without Emerson (including its officers and any of your superiors or subordinates) may be injurious to the interests of Emerson. Accordingly, you agree that you will maintain in confidence and will reveal to no one the fact that you have received this award or any information concerning this award, except as you may be required by law to make any such disclosure. You further agree that any breach of this agreement of confidentiality (before or after the Restriction Period) will constitute good cause for the termination of your employment by Emerson. You further understand that if such breach occurs during the Restriction Period applicable to the Shares, Emerson may cause your right to such Shares to be forfeited forthwith.
|
5.
|
By your acceptance of this award you agree that should your employment with Emerson end for any reason (either during or after the Restriction Period), including by reason of divestiture or spin-off, you will not directly or indirectly, for a period of two years immediately following your last day of employment with Emerson, (a) compete against, or enter the employ of or assist any person, firm, corporation or other entity in a business that competes against, any business of Emerson in which you were employed, (b) compete against any such Emerson business by soliciting or pursuing its customers, or (c) solicit or hire any Emerson employees. Emerson shall be entitled to all rights and remedies available at law or equity for any breach or threatened breach pertaining to this Agreement, including a return of all Shares issued, damages and injunctive relief.
|
6.
|
This Award is conditioned upon your compliance with all practices and policies under Emerson’s Ethics and Compliance Program, including our Code of Conduct and Code of Ethics, and that your actions will reflect Emerson’s Core Value of Integrity. Any violation of our Ethics and Compliance Program may result in the forfeiture of this Award or the repayment of any amounts paid under this Award.
|
7.
|
At the end of the Restriction Period, the Shares which have not been forfeited, together with any cash held on account of dividends on such Shares, shall be delivered to you, except that Emerson shall withhold sufficient Shares and cash to enable it to satisfy its federal, state and local tax withholding obligations.
|
8.
|
You acknowledge and agree that this award has been granted to you pursuant to a determination made by the Committee, and such Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Directors itself, subject to the express terms of this award, shall have plenary authority to interpret any provision of this award and to make any determinations necessary or advisable for the administration of this award, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to you by the express terms hereof.
|
9.
|
This Agreement shall be deemed executed and delivered by you in the City or County of St. Louis, Missouri and shall be governed by Missouri law without regard to conflicts of laws principles. You consent to resolve any disputes exclusively in the state or Federal courts in the state of Missouri.
|
(i)
|
The receipt of this award does not constitute taxable income to you. Any cash dividends which are paid to you on the Shares will constitute taxable income to you when received. At such time as the restrictions on the Shares are released or satisfied and your right to the Shares becomes non-forfeitable, you will have taxable income in an amount equal to the then fair market value of the Shares.
|
(ii)
|
If you are a director or officer of Emerson Electric subject to the requirement of filing reports under Section 16(a) of the Securities Exchange Act of 1934, as amended, upon changes in your beneficial ownership of shares of Emerson Electric's Common Stock, you must report the award of Restricted Shares on Form 4, Statement of Changes in Beneficial Ownership, not later than two (2) business days after the date of the award.
|
PARTICIPANT:
|
«FULL_NAME»
|
UNITS AWARDED:
|
«SHARES»
|
AWARD DATE:
|
«GRANT_DATE»
|
VESTING DATE:
|
«VESTING_DATE»
|
1.
|
You are awarded RSU’s in the amount and on the award date referenced above.
|
2.
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The RSU’s will vest upon the conclusion of a minimum three (3) year restriction period ending on the above referenced date, subject to the conditions of the award.
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3.
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Upon the conclusion of the restriction period, you will be issued an Emerson common stock certificate for the vested stock units (or an equivalent cash value), less required tax withholding, representing the “Net Shares” from the vesting.
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4.
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Restricted Stock Units are issued under authority and governed by the terms of the shareholder approved
Emerson Electric Co. - 2006 Incentive Shares Plan (“Plan”)
(the Plan and Offering Circular are attached).
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1.
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That during your employment by Emerson Electric Co. or any of its business units, subsidiaries or affiliates (collectively, "Emerson"), and for a period of one (1) year immediately after termination of such employment for any reason, you will not directly or indirectly, regardless of whether any payment has been made to you under this Program, (a) compete against, or enter the employ of or assist any person, firm, corporation or other entity in a business that competes against, any business of Emerson in which you were employed, (b) compete against any such Emerson business by soliciting or pursuing its customers, or (c) solicit or hire any Emerson employees. Emerson shall be entitled to all rights and remedies available at law or equity for any breach or threatened breach of this agreement, including damages and injunctive relief. You also agree Missouri law governs this agreement without regard to any conflicts of laws principles and consent to resolve any disputes exclusively in the courts in the state of Missouri.
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2.
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This Award is conditioned upon your compliance with all practices and policies under Emerson’s Ethics and Compliance Program, including our Code of Conduct and Code of Ethics, and that your actions will reflect Emerson’s Core Value of Integrity. Any violation of our Ethics and Compliance Program may result in the forfeiture of this Award or the repayment of any amounts paid under this Award.
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3.
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You agree to keep the terms of this agreement in strictest confidence and will not divulge such terms to anyone other than members of your immediate family, and/or your financial/legal advisors, whom you will ensure will comply with this provision.
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4.
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If you leave the employ of or give notice of resignation to, Emerson or any Emerson business unit, for any reason, prior to the conclusion of the vesting period, up to and including the final payment date, any unpaid payment under the Program, will be cancelled.
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PARTICIPANT:
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OPTIONEE NAME
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UNITS AWARDED:
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UNITS AWARDED
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AWARD DATE:
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AWARD DATE
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PERFORMANCE END DATE:
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PERFORMANCE END
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Date
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Signature
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/s/ D. N. Farr
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D. N. Farr
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Chairman of the Board and
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Chief Executive Officer
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Emerson Electric Co.
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February 6, 2019
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/s/ F. J. Dellaquila
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F. J. Dellaquila
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Senior Executive Vice President and
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Chief Financial Officer
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Emerson Electric Co.
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February 6, 2019
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ D. N. Farr
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D. N. Farr
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Chairman of the Board and
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Chief Executive Officer
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Emerson Electric Co.
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February 6, 2019
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ F. J. Dellaquila
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F. J. Dellaquila
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Senior Executive Vice President and
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Chief Financial Officer
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Emerson Electric Co.
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February 6, 2019
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