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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission file number 1-278
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
Missouri 43-0259330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 W. Florissant Ave.
P.O. Box 4100
St. Louis, Missouri 63136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 553-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock of $1.00 par value per share New York Stock Exchange
Chicago Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant as of close of business on October 31, 1996: $19,790 million.
Common stock outstanding at October 31, 1996: 223,663,349 shares.
Documents Incorporated by Reference
1. Portions of Emerson Electric Co. 1996 Annual Report to Stockholders
(Parts I and II).
2. Portions of Emerson Electric Co. Notice of 1997 Annual Meeting of
the Stockholders and Proxy Statement (Part III).
PART I
Item 1. Business
-----------------
Emerson was incorporated in Missouri in 1890. Originally engaged in
the manufacture and sale of electric motors and fans, Emerson's product
lines were subsequently expanded through internal growth and acquisitions.
Emerson is now engaged principally in the worldwide design, manufacture
and sale of a broad range of electrical, electromechanical and electronic
products and systems.
------------------------------------------------------
The products manufactured by the Company are classified into the
following industry segments: Commercial and Industrial Components and
Systems; and Appliance and Construction-Related Components. Net sales,
income before income taxes and accounting changes and total assets
attributable to each industry segment for the three years ended
September 30, 1996 are set forth in Note 13 of Notes to Consolidated
Financial Statements on page 39 of the 1996 Annual Report, which note is
hereby incorporated by reference. Information with respect to acquisition
and divestiture activities by Emerson is set forth in Note 2 of Notes to
Consolidated Financial Statements on page 33 of the 1996 Annual Report,
which note is hereby incorporated by reference.
COMMERCIAL AND INDUSTRIAL COMPONENTS AND SYSTEMS
------------------------------------------------
The Commercial and Industrial segment includes process control
instrumentation, valves and systems; industrial motors and drives;
industrial machinery, equipment and components; and electronic products.
These products are generally highly engineered, both in product design
and manufacturing process. Products of this segment are sold to commercial
and industrial distributors and end-users for manufacturing and commercial
applications.
Products used in process industries include various types of
instrumentation, valves and control systems for measurement and
control of fluid flow. Included are various types of meters such as
rotameters, positive displacement meters, magnetic flow meters,
turbine meters, direct mass flow meters and instruments to measure water
quality. Other products include solid state telemetering equipment, various
types of pressure and vacuum relief valves and personal computer-based
software used for industrial automation applications. In addition, Emerson
manufactures and sells temperature sensors, pressure sensors and transmitters
used to measure and/or control temperature, pressure, level and rate and
amount of flow. Also produced are process gas chromatographs, in-situ oxygen
analyzers, infrared gas and process fluid analyzers, combustion analyzers and
systems, and other analyzers which measure pH and conductivity. The Company
also manufactures and sells sliding stem valves, rotary valves, plastic-lined
plug valves, butterfly valves, pressure regulators, and related actuators and
controllers.
2
Emerson also manufactures electronic measurement and data acquisition
equipment for use in industrial processing. In addition, Emerson
produces vibratory separating equipment used primarily in the chemical,
mining, pharmaceutical, food processing, pulp and paper, ceramic and
metal-working markets.
Beginning with a line of electric motors for industrial and heavy
commercial applications, Emerson's products for industrial automation
include certain kinds of integral horsepower motors, gear drives, pump
motors, alternators, electronic variable speed drives and diesel generator
sets. Emerson also produces and services electronic uninterruptible power
supplies, power conditioning and distribution equipment, modular power systems
and environmental control systems used in communications and information
processing applications.
Emerson manufactures and sells components for the transmission and regulation
of mechanical power, such as certain kinds of chains, sprockets, sheaves,
gears, bearings, couplings and speed reducers, and a line of cam-operated
index drives, programmable motion controllers and automation accessories.
These products are used primarily in industrial and commercial applications
requiring the transmission of mechanical motion or drive systems of various
types.
Emerson also manufactures a line of multi-purpose pressure and solenoid
valves, pressure, vacuum and temperature switches, automatic transfer
switches, remote control switches and electric power control systems.
These products are widely used in the automation of equipment and industrial
processes and for the control of emergency electric power.
Emerson also produces a variety of industrial and commercial ultrasonic
products for applications such as cleaning, sealing, welding and flaw
detection. Other products include material preparation and microstructure
analysis equipment. Emerson also manufactures electric circulation heaters,
fluid heat transfer systems and component heating elements.
Emerson manufactures a broad line of components for current-and noncurrent-
carrying electrical distribution devices such as panelboards, receptacles,
fittings, cable handling reels and lighting products for use in hazardous and
nonhazardous environments.
APPLIANCE AND CONSTRUCTION-RELATED COMPONENTS
---------------------------------------------
The Appliance and Construction-Related segment consists of fractional motors
and appliance components; heating, ventilating and air conditioning
components; and tools. This segment includes components sold to distributors
and original equipment manufacturers for inclusion in end-products and systems
(ultimately sold through commercial and residential building construction
channels); and construction-related products which retain their identity and
are sold through distributors to consumers and the professional trades.
3
Emerson manufactures and sells a variety of components and systems for
refrigeration and comfort control applications, including hermetic and semi-
hermetic compressors; hermetic motors and terminals for hermetically sealed
compressors; and fractional and sub-fractional horsepower motors for selected
appliance, office equipment, ventilating equipment, pump, heater and other
motor-driven machine applications. Automatic temperature controls, timers,
switches, and thermo-protective devices are manufactured for gas and electric
heating systems, refrigeration and air conditioning equipment and various
large and small appliances. Emerson also manufactures and sells a variety of
electric heating elements and electrostatic air cleaners.
Emerson manufactures and sells a line of electrical products primarily for the
residential markets, including electric waste disposers, hot water dispensers,
ventilating equipment and exhaust fans.
Emerson is a producer of selected professional and hardware tools and
accessories, and service equipment. These products include certain kinds of
wrenches, thread cutters, pipe cutters, reamers, vises, pipe and bolt
threading machines and sewer and drain cleaning equipment. The principal
markets for these professional tools and service equipment include plumbing,
heating and air conditioning contractors, construction and maintenance
companies, petroleum and gas producers, refiners and processors, and farm and
home consumers.
Emerson produces ladders, scaffolding and related accessories. Also produced
by Emerson for marketing by a major retailer are shop vacuum cleaners, a line
of bench power tools for home workshop use and a line of hand tools including
adjustable wrenches, screwdrivers, pliers and chisels.
PRODUCTION
----------
Emerson utilizes various production operations and methods. The principal
production operations are metal stamping, forming, casting, machining,
welding, plating, heat treating, painting and assembly. In addition,
Emerson also uses specialized production operations, including automatic
and semiautomatic testing, automated material handling and storage, ferrous
and nonferrous machining and special furnaces for heat treating and foundry
applications. Management believes the equipment, machinery and tooling used
in these processes are of modern design and well maintained.
RAW MATERIALS AND ENERGY
------------------------
Emerson's major requirements for basic raw materials include steel, copper,
cast iron, aluminum and brass and, to a lesser extent, plastics and other
petroleum-based chemicals. Emerson has multiple sources of supply for each
of its material requirements. The raw materials and various purchased
components required for its products have generally been available in
sufficient quantities.
4
Emerson uses various forms of energy, principally natural gas and electricity,
obtained from public utilities. A majority of the plants have the capability
of being converted to use alternative sources of energy.
PATENTS, TRADEMARKS, LICENSES AND FRANCHISES
--------------------------------------------
The Company has a number of patents, trademarks, licenses and franchises, none
of which is considered material to any segment of its consolidated operations.
BACKLOG
-------
The estimated consolidated order backlog of the Company was $1,810 million
and $1,815 million at September 30, 1996 and 1995, respectively. Nearly all
of the September 30, 1996 consolidated backlog amount is expected to be
shipped within one year. The estimated backlog by industry segment at
September 30, 1996 and 1995 follows (dollars in millions):
1996 1995
------- -------
Commercial and Industrial $ 1,191 1,215
Appliance and Construction-Related 619 600
------- -------
Consolidated Order Backlog $ 1,810 1,815
======= =======
COMPETITION
-----------
Emerson's businesses are highly competitive and the methods of competition
vary across the industry segments served. Although no single company
competes directly with Emerson in all of its product lines, various
companies compete in one or more product lines. Some of these companies
have substantially greater sales and assets than Emerson. In addition,
Emerson competes with many smaller companies.
RESEARCH AND DEVELOPMENT
------------------------
Costs associated with Company-sponsored research, new product development
and product improvement were $398.7 million in 1996, $354.2 million in 1995
and $298.2 million in 1994.
ENVIRONMENT
-----------
The Company's manufacturing locations generate waste, the treatment, storage,
transportation and disposal of which are subject to federal, state and local
laws and regulations relating to the protection of the environment.
Compliance with laws regulating the discharge of materials into the
environment or otherwise relating to the protection of the environment has not
had a material effect upon Emerson's capital expenditures, earnings or
competitive position. It is not anticipated that Emerson will have material
capital expenditures for environmental control facilities during the next
fiscal year.
5
EMPLOYEES
---------
Emerson and its subsidiaries had an average of approximately 86,400 employees
during 1996.
DOMESTIC AND FOREIGN OPERATIONS
-------------------------------
International sales were $4,867 million in 1996, $4,386 million in 1995 and
$3,243 million in 1994, including U.S. exports of $885 million, $768 million
and $589 million in 1996, 1995 and 1994, respectively. Although there are
additional risks attendant to foreign operations, such as nationalization of
facilities, currency fluctuations and restrictions on the movement of funds,
Emerson's financial position has not been materially affected thereby to date.
See Note 13 of Notes to Consolidated Financial Statements on page 39 of the
1996 Annual Report for further information with respect to foreign operations.
Item 2. Properties
-------------------
At September 30, 1996, Emerson had approximately 325 manufacturing locations
worldwide, of which approximately 170 were located outside the United States,
primarily in Europe and to a lesser extent in Asia-Pacific, Canada and Latin
America. Approximately 200 locations are occupied by the Commercial and
Industrial segment, and approximately 125 are occupied by the Appliance and
Construction-Related segment. The majority of the locations are owned or
occupied under capital lease obligations with the remainder occupied under
operating leases. The Company considers its facilities suitable and adequate
for the purposes for which they are used.
Item 3. Legal Proceedings
--------------------------
Emerson is a party to a number of pending legal proceedings, several of which
claim substantial amounts of damages. There are no pending legal proceedings
that management believes will be material in relation to the Company's
business or financial position.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
There were no matters submitted to a vote of security holders during the
quarter ended September 30, 1996.
-------------------------------------------
6
Executive Officers of the Registrant
The following sets forth certain information as of December 1996 with respect
to Emerson's executive officers. These officers have been elected or
appointed to terms which will expire February 4, 1997:
First
Served as
Name Position Age Officer
---- -------- --- ----------
C. F. Knight* Chairman of the Board, President
and Chief Executive Officer 60 1972
A. E. Suter* Senior Vice Chairman and
Chief Operating Officer 61 1979
R. W. Staley* Vice Chairman Asia-Pacific 61 1975
W. J. Galvin Senior Vice President - Finance
and Chief Financial Officer 50 1984
W. W. Withers Senior Vice President,
Secretary and
General Counsel 56 1989
*Also chairman and/or member of certain committees of the Board of
Directors.
There are no family relationships among any of the executive officers
and directors.
Each of the above has served as an officer or in a supervisory
capacity with Emerson for the last five years.
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
----------------------------------------------------------------------
Matters
-------
The information regarding the market for the Company's common stock, quarterly
market price ranges and dividend payments set forth in Note 14 of Notes to
Consolidated Financial Statements on page 40 of the 1996 Annual Report is
hereby incorporated by reference. There were approximately 29,800
stockholders at September 30, 1996. On October 5, 1995, the Company issued
148,772 shares of common stock for all of the stock of an electrical power
systems and equipment services company. The shares were not registered based
on the exemption provided by Section 3(a)(10) of the 1993 Securities Act. The
terms and conditions of the transaction were approved by the California
Department of Corporations after a hearing upon the fairness of such terms and
conditions. On June 28, 1996, the Company issued 29,572 shares of common stock
(plus cash) for all of the stock of a turn-key systems integration company.
The shares were not registered based on the exemption provided by Regulation D
of the 1993 Securities Act. Both shareholders of the acquired company were
accredited investors.
Item 6. Selected Financial Data
--------------------------------
Years ended September 30
(Dollars in millions except per share amounts)
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
Net sales $ 11,149.9 10,012.9 8,607.2 8,173.8 7,706.0
Net earnings $ 1,018.5 907.7 788.5 708.1 662.9
Earnings
per common share $ 4.55 4.06 3.52 3.15 2.96
Cash dividends
per common share $ 1.96 1.78 1.56 1.44 1.38
Long-term debt $ 772.6 208.6 279.9 438.0 448.0
Total assets $ 10,481.0 9,399.0 8,215.0 7,814.5 6,627.0
Income before cumulative effect of change in accounting for postemployment
benefits ($21.3 million; $.10 per share) was $929.0 million in 1995. Net
earnings in 1995 includes non-recurring items which were substantially
offset by the accounting change.
Income before cumulative effect of change in accounting for postretirement
benefits ($115.9 million; $.52 per share) was $904.4 million in 1994. Net
earnings in 1994 includes non-recurring items which were substantially
offset by the accounting change. See Notes 2 and 7 of Notes to Consolidated
Financial Statements on pages 33, 35 and 36 of the 1996 Annual Report for
information regarding these items and the Company's acquisition and
divestiture activities.
8
Item 7. Management's Discussion and Analysis of Financial Condition
--------------------------------------------------------------------
and Results of Operations
-------------------------
Narrative discussion appearing under "Results of Operations" and "Financial
Position, Capital Resources and Liquidity" on pages 22 through 26, and the
"Safe Harbor Statement" on the inside back cover in the 1996 Annual
Report are hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data
----------------------------------------------------
The consolidated financial statements of the Company and its subsidiaries
on pages 27 through 40 and the report thereon of KPMG Peat Marwick LLP
appearing on page 41 of the 1996 Annual Report are hereby incorporated
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
--------------------------------------------------------------------
and Financial Disclosure
------------------------
None.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
------------------------------------------------------------
Information regarding nominees and directors appearing under "Nominees and
Continuing Directors" in the Emerson Electric Co. Notice of Annual Meeting
of the Stockholders and Proxy Statement for the February 1997 annual
stockholders' meeting (the "1997 Proxy Statement") is hereby incorporated
by reference. Information regarding executive officers is set forth in
Part I of this report.
Item 11. Executive Compensation
--------------------------------
Information appearing under "Director Compensation" and "Executive
Compensation" in the 1997 Proxy Statement is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
-------------------------------------------------------------
Management
----------
The information regarding beneficial ownership of shares by nominees and
continuing directors and by all directors and executive officers as a group
appearing under "Nominees and Continuing Directors" in the 1997 Proxy
Statement is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions
--------------------------------------------------------
Information appearing under "Certain Business Relationships" in the 1997
Proxy Statement is hereby incorporated by reference.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
-----------------------------------------------------------------
Form 8-K
---------
A) Documents filed as a part of this report:
1. The consolidated financial statements of the Company and its
subsidiaries on pages 27 through 40 and the report
thereon of KPMG Peat Marwick LLP appearing on page 41 of
the 1996 Annual Report.
2. Financial Statement Schedules
All schedules are omitted because they are not required, not
applicable or the information is given in the financial
statements or notes thereto contained in the 1996 Annual Report.
3. Exhibits (Listed by numbers corresponding to the Exhibit Table
of Item 601 in Regulation S-K).
3(a) Restated Articles of Incorporation of Emerson
Electric Co., incorporated by reference to Emerson
Electric Co. 1989 Form 10-K, Exhibit 3(a).
3(b) Bylaws of Emerson Electric Co., as amended through
May 3, 1994, incorporated by reference to Emerson
Electric Co. 1994 Form 10-K, Exhibit 3(b).
4(a) Indenture dated as of April 17, 1991, between
Emerson Electric Co. and The Boatmen's National Bank
of St. Louis, Trustee, incorporated by reference to
Emerson Electric Co. Registration Statement on
Form S-3, File No. 33-62545, Exhibit 4.1.
No other long-term debt instruments are filed since
the total amount of securities authorized under any
such instrument does not exceed 10 percent of the
total assets of Emerson Electric Co. and its
subsidiaries on a consolidated basis. Emerson
Electric Co. agrees to furnish a copy of such
instruments to the Securities and Exchange
Commission upon request.
4(b) Rights Agreement dated as of November 1, 1988
between Emerson Electric Co. and Centerre Trust
Company of St. Louis, incorporated by reference to
Emerson Electric Co. Form 8-K, dated November 1,
1988, Exhibits 1 and 2.
11
10(a)* 1974 Non-qualified Stock Option Plan, as amended,
incorporated by reference to Emerson Electric Co.
1991 Form 10-K, Exhibit 10(a) and Form 10-Q for the
quarter ended December 31, 1992, Exhibit 10(a).
10(b)* 1982 Incentive Stock Option Plan, as amended,
incorporated by reference to Emerson Electric Co.
1992 Form 10-K, Exhibit 10(b).
10(c)* Employment Agreement made as of October 1, 1975 and
amended January 9, 1987 between Emerson Electric Co.
and C. F. Knight, incorporated by reference to
Emerson Electric Co. 1987 Form 10-K, Exhibit 10(e).
10(d)* 1986 Stock Option Plan, as amended, incorporated by
reference to Emerson Electric Co. 1992 Form 10-K,
Exhibit 10(e) and Form 10-Q for the quarter ended
December 31, 1992, Exhibit 10(b).
10(e)* 1991 Stock Option Plan, as amended, incorporated by
reference to Emerson Electric Co. 1992 Form 10-K,
Exhibit 10(f) and Form 10-Q for the quarter ended
December 31, 1992, Exhibit 10(c).
10(f)* 1988 Incentive Shares plan, incorporated by
reference to Emerson Electric Co. 1988 Proxy
Statement dated December 18, 1987, Exhibit A, and
Form 10-Q for the quarter ended December 31, 1992,
Exhibits 10(d) and 10(e), and Amendments No. 3 and
No. 4 thereto, incorporated by reference to Emerson
Electric Co. 1993 Form 10-K, Exhibit 10(g).
10(g)* Third Amendment to the Emerson Electric Co. 1993
Incentive Shares Plan filed herewith.
10(h)* Restricted Shares Award Agreement with C. F. Knight
dated November 1, 1993, incorporated by reference to
Emerson Electric Co. 1993 Form 10-K, Exhibit 10(i).
10(i)* Emerson Electric Co. Directors' Continuing
Compensation Plan, incorporated by reference to
Emerson Electric Co. 1987 Form 10-K, Exhibit 10(g),
and Amendment filed herewith.
10(j)* Deferred Compensation Plan for Non-Employee Directors,
as amended, incorporated by reference to Emerson
Electric. Co. 1994 Form 10-K, Exhibit 10(k).
10(k)* Emerson Electric Co. Supplemental Executive
Retirement Plan, incorporated by reference to
Emerson Electric Co. 1989 Form 10-K, Exhibit 10(i).
12
10(l)* Third Amendment to the Supplemental Executive
Savings Investment Plan, incorporated by reference
to Emerson Electric Co. Form 10-Q for the quarter ended
June 30, 1996, Exhibit 10(1).
10(m)* Annual Incentive Plan incorporated by reference to
Emerson Electric Co. 1995 Proxy Statement dated
December 14, 1994, Appendix A.
13 Portions of Emerson Electric Co. Annual Report to
Stockholders for the year ended September 30, 1996
incorporated by reference herein.
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent.
24 Power of Attorney.
27 Financial Data Schedule.
* Management contract or compensatory plan.
B) No reports on Form 8-K were filed during the quarter ended
September 30, 1996.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EMERSON ELECTRIC CO.
By /s/ W. J. Galvin
-------------------------
W. J. Galvin
Senior Vice President -
Finance and Chief Financial
Officer (and Principal Accounting
Officer)
Date: December 19, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on December 19, 1996, by the
following persons on behalf of the registrant and in the capacities
indicated.
Signature Title
--------- -----
*
---------------------------------------- Chairman of the Board, President
C. F. Knight and Chief Executive Officer
and Director
/s/ W. J. Galvin
---------------------------------------- Senior Vice President -
W. J. Galvin Finance and Chief Financial
Officer (and Principal Accounting
Officer)
*
---------------------------------------- Director
L. L. Browning, Jr.
*
---------------------------------------- Director
A. A. Busch III
*
---------------------------------------- Director
D. C. Farrell
*
---------------------------------------- Director
J. A. Frates
14
*
---------------------------------------- Director
R. B. Horton
*
---------------------------------------- Director
G. A. Lodge
*
---------------------------------------- Director
V. R. Loucks, Jr.
*
---------------------------------------- Director
R. B. Loynd
*
---------------------------------------- Director
R. L. Ridgway
*
---------------------------------------- Director
R. W. Staley
*
---------------------------------------- Director
A. E. Suter
*
---------------------------------------- Director
W. M. Van Cleve
*
---------------------------------------- Director
E. E. Whitacre, Jr.
*
---------------------------------------- Director
E. F. Williams, Jr.
* By /s/ W. J. Galvin
--------------------------------
W. J. Galvin
Attorney-in-fact
15
INDEX TO EXHIBITS
-----------------
Exhibits are listed by numbers corresponding to the Exhibit Table of
Item 601 in Regulation S-K.
Exhibit No. Exhibit
---------- -------
10(g) Third Amendment to the Emerson Electric Co. 1993
Incentive Shares Plan
10(i) Amendment to the Emerson Electric Co. Directors'
Continuing Compensation Plan
13 Portions of Annual Report to Stockholders for
the year ended September 30, 1996, incorporated
by reference herein
21 Subsidiaries of Emerson Electric Co.
23 Independent Auditors' Consent
24 Power of Attorney
27 Financial Data Schedule
See Item 14(A)(3) for a list of exhibits incorporated by reference.
16