10-Q 1 emr-12312016x10q.htm 10-Q Document
                                            
                                                


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________
FORM 10-Q
 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2016

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
(State or other jurisdiction of
incorporation or organization)
logo_emersona05.gif
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)
    

Registrant's telephone number, including area code: (314) 553-2000

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨   (Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common stock of $0.50 par value per share outstanding at January 31, 2017: 645,064,675 shares.


1

FORM 10-Q

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED DECEMBER 31, 2015 AND 2016
(Dollars in millions, except per share amounts; unaudited)
 
 
Three Months Ended
December 31,
 
2015

 
2016

Net sales
$
3,337

 
3,216

 
 
 
 
Costs and expenses:
 
 
 
Cost of sales
1,923

 
1,851

Selling, general and administrative expenses
879

 
822

Other deductions, net
54

 
33

Interest expense (net of interest income of $6 and $6, respectively)
47

 
46

 
 
 
 
Earnings from continuing operations before income taxes
434

 
464

 
 
 
 
Income taxes
127

 
94

 
 
 
 
Earnings from continuing operations
307

 
370

 
 
 
 
Discontinued operations, net of tax
46

 
(55
)
 
 
 
 
Net earnings
353

 
315

 
 
 
 
Less: Noncontrolling interests in earnings of subsidiaries
4

 
6

 
 
 
 
Net earnings common stockholders
$
349

 
309

 
 
 
 
Earnings common stockholders:
 
 
 
     Earnings from continuing operations
$
303

 
364

     Discontinued operations, net of tax
46

 
(55
)
Net earnings common stockholders
$
349

 
309

 
 
 
 
Basic earnings per share common stockholders:
 
 
 
     Earnings from continuing operations
$
0.47

 
0.56

     Discontinued operations
0.07

 
(0.08
)
Basic earnings per common share
$
0.54

 
0.48

 
 
 
 
Diluted earnings per share common stockholders:
 
 
 
     Earnings from continuing operations
$
0.46

 
0.56

     Discontinued operations
0.07

 
(0.08
)
Diluted earnings per common share
$
0.53

 
0.48

 
 
 
 
Cash dividends per common share
$
0.475

 
0.48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements.


2

FORM 10-Q

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED DECEMBER 31, 2015 AND 2016
(Dollars in millions; unaudited)

 
Three Months Ended
December 31,
 
 
2015


 
2016

Net earnings
 
$
353

 
 
315

 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
Foreign currency translation
 
(153
)
 
 
(103
)
Pension and postretirement
 
26

 
 
55

Cash flow hedges
 
6

 
 
15

        Total other comprehensive income (loss)
 
(121
)
 
 
(33
)
 
 
 
 
 
 
Comprehensive income
 
232

 
 
282

 
 
 
 
 
 
Less: Noncontrolling interests in comprehensive income of subsidiaries
 
4

 
 
4

Comprehensive income common stockholders
 
$
228

 
 
278




































See accompanying Notes to Consolidated Financial Statements.



3

FORM 10-Q

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share amounts; unaudited)
 
Sept 30, 2016
 
Dec 31, 2016
ASSETS
 
 
 
Current assets
 
 
 
Cash and equivalents
$
3,182

 
4,151

Receivables, less allowances of $92 and $94, respectively
2,701

 
2,426

Inventories
1,208

 
1,278

Other current assets
669

 
552

Current assets held-for-sale
2,200

 
470

Total current assets
9,960

 
8,877

 
 
 
 
Property, plant and equipment, net
2,931

 
2,861

Other assets
 

 
 
Goodwill
3,909

 
3,861

Other intangible assets
902

 
879

Other
200

 
179

Noncurrent assets held-for-sale
3,830

 
814

Total other assets
8,841

 
5,733

Total assets
$
21,732

 
17,471

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Current liabilities
 

 
 

Short-term borrowings and current maturities of long-term debt
$
2,584

 
254

Accounts payable
1,517

 
1,335

Accrued expenses
2,126

 
1,872

Income taxes
180

 
396

Current liabilities held-for-sale
1,601

 
289

Total current liabilities
8,008

 
4,146

 
 
 
 
Long-term debt
4,051

 
3,815

 
 
 
 
Other liabilities
1,729

 
1,667

 
 
 
 
Noncurrent liabilities held-for-sale
326

 
89

 
 
 
 
Equity
 

 
 

Common stock, $0.50 par value; authorized, 1,200,000,000 shares; issued, 953,354,012 shares; outstanding, 642,796,490 shares and 644,694,794 shares, respectively
477

 
477

Additional paid-in-capital
205

 
306

Retained earnings
21,716

 
21,714

Accumulated other comprehensive income (loss)
(1,999
)
 
(2,030
)
Cost of common stock in treasury, 310,557,522 shares and 308,659,218 shares, respectively
(12,831
)
 
(12,754
)
Common stockholders’ equity
7,568

 
7,713

Noncontrolling interests in subsidiaries
50

 
41

Total equity
7,618

 
7,754

Total liabilities and equity
$
21,732

 
17,471


See accompanying Notes to Consolidated Financial Statements. 


4

FORM 10-Q

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2015 AND 2016
(Dollars in millions; unaudited)
 
 
Three Months Ended
 
 
December 31,
 
 
2015

 
2016

Operating activities
 
 
 
 
Net earnings
 
$
353

 
315

(Earnings) Loss from discontinued operations, net of tax
 
(46
)
 
55

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
 
        Depreciation and amortization
 
144

 
143

        Changes in operating working capital
 
(155
)
 
(138
)
        Other, net
 
90

 
35

            Cash from continuing operations
 
386

 
410

            Cash from discontinued operations
 
101

 
(172
)
            Cash provided by operating activities
 
487

 
238

 
 
 
 
 
Investing activities
 
 
 
 
Capital expenditures
 
(124
)
 
(100
)
Purchases of businesses, net of cash and equivalents acquired
 
(6
)
 
(16
)
Other, net
 
(13
)
 
(20
)
    Cash from continuing operations
 
(143
)
 
(136
)
    Cash from discontinued operations
 
(20
)
 
3,894

    Cash provided by (used in) investing activities
 
(163
)
 
3,758

 
 
 
 
 
Financing activities
 
 
 
 
Net increase (decrease) in short-term borrowings
 
34

 
(2,225
)
Proceeds from short-term borrowings greater than three months
 
827

 

Payments of short-term borrowings greater than three months
 

 
(90
)
Payments of long-term debt
 
(251
)
 
(251
)
Dividends paid
 
(310
)
 
(311
)
Purchases of common stock
 
(507
)
 

Other, net
 
(4
)
 
(43
)
    Cash used in financing activities
 
(211
)
 
(2,920
)
 
 
 
 
 
Effect of exchange rate changes on cash and equivalents
 
(58
)
 
(107
)
Increase in cash and equivalents
 
55

 
969

Beginning cash and equivalents
 
3,054

 
3,182

Ending cash and equivalents
 
$
3,109

 
4,151

 
 
 
 
 
Changes in operating working capital
 
 
 
 
Receivables
 
$
358

 
212

Inventories
 
(68
)
 
(103
)
Other current assets
 
18

 
10

Accounts payable
 
(200
)
 
(119
)
Accrued expenses
 
(236
)
 
(162
)
Income taxes
 
(27
)
 
24

Total changes in operating working capital
 
$
(155
)
 
(138
)

See accompanying Notes to Consolidated Financial Statements.


5

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Notes to Consolidated Financial Statements

1.
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2016. Certain prior year amounts have been reclassified to conform to current year presentation.
In connection with the strategic portfolio repositioning actions undertaken over the last eighteen months to transform the Company into a more focused enterprise, its businesses and organization were realigned. Beginning in fiscal 2017, the Company now reports three segments: Automation Solutions, and Climate Technologies and Tools & Home Products which together comprise the Commercial & Residential Solutions business. The 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. See Notes 10 and 12.
In the first quarter of 2017, the Company adopted updates to ASC Subtopic 835-30, Interest-Imputation of Interest, which require presentation of debt issuance costs as a deduction from the related debt liability rather than within other assets. This update was adopted on a retrospective basis and did not materially impact the Company’s financial statements.
2.    Reconciliations of weighted-average shares for basic and diluted earnings per common share follow (in millions). Earnings allocated to participating securities were inconsequential.
 
Three Months Ended
December 31,
 
2015

 
2016

 
 
 
 
Basic shares outstanding
650.0

 
642.8

Dilutive shares
2.5

 
1.5

Diluted shares outstanding
652.5

 
644.3

 

3.    Other Financial Information (in millions):

Sept 30,
2016
 
Dec 31,
2016
Inventories
 
 
 
 
 
Finished products
 
$
382

 
 
423

Raw materials and work in process
 
826

 
 
855

Total
 
$
1,208

 
 
1,278

 
Property, plant and equipment, net
 
 
 
Property, plant and equipment, at cost
 
$
7,327

 
 
7,293

Less: Accumulated depreciation
 
4,396

 
 
4,432

     Total
 
$
2,931

 
 
2,861

Goodwill by business segment
 
 
 
Automation Solutions
 
$
3,160

 
 
3,119

 
 
 
 
 
 
Climate Technologies
 
553

 
 
549

Tools & Home Products
 
196

 
 
193

Commercial & Residential Solutions
 
749

 
 
742

 
 
 
 
 
 
     Total
 
$
3,909

 
 
3,861



6

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

 
Sept 30,
2016
 
Dec 31,
2016
Accrued expenses include the following
 
 
 
 
 
Employee compensation
 
$
431

 
 
323

Customer advanced payments
 
$
433

 
 
459

Product warranty
 
$
106

 
 
96

 
Sept 30,
2016
 
Dec 31,
2016
Other liabilities
 
 
 
 
 
Pension liabilities
 
$
844

 
 
795

Deferred income taxes
 
210

 
 
213

Postretirement liabilities, excluding current portion
 
193

 
 
191

Other
 
482

 
 
468

     Total
 
$
1,729

 
 
1,667


4.
Following is a discussion regarding the Company’s use of financial instruments:
Hedging Activities – As of December 31, 2016, the notional amount of foreign currency hedge positions was approximately $1.1 billion, and commodity hedge contracts totaled approximately $85 million (primarily 44 million pounds of copper and aluminum). All derivatives receiving deferral accounting are cash flow hedges. The majority of hedging gains and losses deferred as of December 31, 2016 are expected to be recognized over the next 12 months as the underlying forecasted transactions occur. Gains and losses on foreign currency derivatives reported in other deductions, net reflect hedges of balance sheet exposures that do not receive deferral accounting. The following gains and losses are included in earnings and other comprehensive income (OCI) for the three months ended December 31, 2016 and 2015 (in millions):
 
 
 
 
Into Earnings
 
Into OCI
 
 
 
 
1st Quarter
 
1st Quarter
Gains (Losses)
 
Location
 
2015

 
2016

 
2015

 
2016

 
 
 
 
 
 
 
 
 
 
 
Commodity
 
Cost of sales
 
$
(8
)
 
(2
)
 
(11
)
 
10

Foreign currency
 
Sales, cost of sales
 
(6
)
 
(10
)
 
6

 
2

Foreign currency
 
Other deductions, net
 
3

 
6

 
 
 
 
     Total
 
 
 
$
(11
)
 
(6
)
 
(5
)
 
12

Regardless of whether derivatives receive deferral accounting, the Company expects hedging gains or losses to be essentially offset by losses or gains on the related underlying exposures. The amounts ultimately recognized will differ from those presented above for open positions, which remain subject to ongoing market price fluctuations until settlement. Derivatives receiving deferral accounting are highly effective and no amounts were excluded from the assessment of hedge effectiveness. Hedge ineffectiveness was immaterial for the three months ended December 31, 2016 and 2015.
Fair Value Measurement – Valuations for all derivatives and the Company's long-term debt fall within Level 2 of the GAAP valuation hierarchy. As of December 31, 2016, the fair value of long-term debt was $4,358 million, which exceeded the carrying value by $291 million. At December 31, 2016, the fair values of commodity contracts and foreign currency contracts were reported in other current assets and accrued expenses. Valuations of derivative contract positions are summarized below (in millions):  
 
September 30, 2016
 
December 31, 2016
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Foreign Currency
 
$
7

 
49

 
17

 
40

Commodity
 
$
2

 
4

 
10

 
1




7

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Counterparties to derivatives arrangements are companies with investment-grade credit ratings. The Company has bilateral collateral arrangements with counterparties with credit rating-based posting thresholds that vary depending on the arrangement. If credit ratings on the Company's debt fall below preestablished levels, counterparties can require immediate full collateralization of all derivatives in net liability positions. The maximum amount that could potentially have been required was $29 million. The Company also can demand full collateralization of derivatives in net asset positions should any counterparty credit ratings fall below certain thresholds. No collateral was posted with counterparties and none was held by the Company as of December 31, 2016.

5.
The change in equity for the first three months of 2017 is shown below (in millions):  
 
Common
Stockholders'
Equity
 
Noncontrolling
Interests in Subsidiaries
 
Total Equity
Balance at September 30, 2016
 
$
7,568

 
 
50

 
 
7,618

Net earnings
 
309

 
 
6

 
 
315

Other comprehensive income (loss)
 
(31
)
 
 
(2
)
 
 
(33
)
Cash dividends
 
(311
)
 
 
(13
)
 
 
(324
)
Stock plans
 
178

 
 

 
 
178

Balance at December 31, 2016
 
$
7,713

 
 
41

 
 
7,754


6.
Activity in accumulated other comprehensive income (loss) for the three months ended December 31, 2016 and 2015 is shown below (in millions):  
 
Three Months Ended
December 31,
 
 
2015

 
 
2016

Foreign currency translation
 
 
 
 
 
   Beginning balance
 
$
(622
)
 
 
(812
)
   Other comprehensive income (loss) before reclassifications
 
(153
)
 
 
(367
)
   Divestiture of business reclassified to gain on sale
 

 
 
266

   Ending balance
 
(775
)
 
 
(913
)
 
 
 
 
 
 
Pension and postretirement
 
 
 
 
 
   Beginning balance
 
(952
)
 
 
(1,162
)
   Amortization of deferred actuarial losses into earnings
 
26

 
 
35

   Divestiture of business reclassified to gain on sale

 

 
 
20

   Ending balance
 
(926
)
 
 
(1,107
)
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
   Beginning balance
 
(43
)
 
 
(25
)
   Deferral of gains (losses) arising during the period
 
(3
)
 
 
8

   Reclassification of realized (gains) losses to sales and cost of sales
 
9

 
 
7

   Ending balance
 
(37
)
 
 
(10
)
 
 
 
 
 
 
Accumulated other comprehensive income (loss)
 
$
(1,738
)
 
 
(2,030
)
 
 
 
 
 
 
Activity above is shown net of income taxes for the three months ended December 31, 2016 and 2015, respectively, as follows: amortization of pension and postretirement deferred actuarial losses: $(18) and $(14); pension and postretirement divestiture: $(7) and $ - ; deferral of cash flow hedging gains (losses): $(4) and $2; reclassification of realized cash flow hedging (gains) losses: $(5) and $(5).



8

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

7.
Total periodic pension and postretirement expense is summarized below (in millions):
 
Three Months Ended
December 31,
 
 
2015
 
 
2016
Service cost
 
$
22

 
 
21

Interest cost
 
50

 
 
42

Expected return on plan assets
 
(88
)
 
 
(86
)
Net amortization
 
40

 
 
53

Total
 
$
24

 
 
30


8.
Other deductions, net are summarized below (in millions):
 
Three Months Ended
December 31,
 
2015
 
 
 
2016

 
 
 
 
 
 
Amortization of intangibles
 
$
22

 
 
22

Restructuring costs
 
7

 
 
11

Other
 
25

 
 

Total
 
$
54

 
 
33


The decrease in Other for the first quarter is primarily due to a favorable foreign currency transactions impact of $34 million reflecting gains of $13 million in the current year compared with losses of $21 million in the prior year, partially offset by higher acquisition-related costs.

9.
Restructuring expense reflects costs associated with the Company’s ongoing efforts to improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis. The Company expects full year 2017 restructuring expense to be approximately $50 million. This includes $11 million incurred to date, as well as costs to complete actions initiated before the end of the first quarter and actions anticipated to be approved and initiated during the remainder of the year. Costs for the three months ended December 31, 2016 largely relate to restructuring of the global cost structure consistent with the current level of economic activity, as well as the redeployment of resources for future growth.

Restructuring expense by business segment follows (in millions):
 
Three Months Ended
December 31,
 
2015
 
 
 
2016

 
 
 
 
 
 
Automation Solutions
 
$
5

 
 
6

 
 
 
 
 
 
Climate Technologies
 
1

 
 
4

Tools & Home Products
 
1

 
 
1

Commercial & Residential Solutions
 
2

 
 
5

 
 
 
 
 
 
Total
 
$
7

 
 
11


Details of the change in the liability for restructuring costs during the three months ended December 31, 2016 follow (in millions):
 
Sept 30, 2016
 
 
Expense
 
 
Utilized/Paid
 
 
Dec 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Severance and benefits
 
$
44

 
 
8

 
 
24

 
 
28

Lease and other contract terminations
 
5

 
 

 
 

 
 
5

Vacant facility and other shutdown costs
 
3

 
 
1

 
 
1

 
 
3

Start-up and moving costs
 
2

 
 
2

 
 
2

 
 
2

Total
 
$
54

 
 
11

 
 
27

 
 
38

 


9

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

10.
Business Segments – The Company designs and manufactures products and delivers services that bring technology and engineering together to provide innovative solutions for customers in a wide range of industrial, commercial and consumer markets around the world.
The Automation Solutions segment provides measurement, control, diagnostic capabilities and integrated manufacturing solutions for automated industrial processes, and serves oil and gas, refining, chemical, power generation, pharmaceutical, food and beverage, automotive and other end markets. The segment's major product offerings are described below.
Measurement & Analytical Instrumentation products measure the physical properties of liquid or gases in a process stream and communicate this information to a process control system, and analyze the chemical composition of process fluids and emissions to enhance quality and efficiency, as well as environmental compliance.
Valves, Actuators & Regulators consists of control valves which respond to commands from a control system to continuously and precisely modulate the flow of process fluids, valve actuators and controllers, and industrial and residential regulators that reduce the pressure of fluids moving from high-pressure supply lines into lower pressure systems.
Industrial Solutions provides fluid power and control mechanisms, electrical distribution equipment, and materials joining and precision cleaning products which are used in a variety of manufacturing operations to provide integrated manufacturing solutions to customers.
Process Control Systems & Solutions includes digital plant architecture that controls plant processes by communicating with and adjusting the "intelligent" plant devices described above to provide precision measurement, control, monitoring, asset optimization, and plant safety and reliability for plants that produce power, or process fluids or other items.
The Commercial & Residential Solutions business consists of the Climate Technologies and Tools & Home Products segments. This business provides products and solutions that promote energy efficiency, enhance household and commercial comfort, and protect food quality and sustainability through heating, air conditioning and refrigeration technology, as well as a broad range of tools and appliance solutions.
The Climate Technologies segment provides products and services for all areas of the climate control industry, including residential heating and cooling, commercial air conditioning, and commercial and industrial refrigeration. Products include compressors, temperature sensors and controls, thermostats, flow controls and remote monitoring technology and services that enable homeowners and businesses to better manage their heating, air conditioning and refrigeration systems for improved control and comfort, and lower energy costs.
The Tools & Home Products segment offers tools for professionals and homeowners, residential storage products and appliance solutions. Products include professional pipe-working tools, residential and commercial food waste disposers, wet-dry vacuums, and home shelving and closet organization systems.
Summarized information about the Company's results of operations by business segment follows (in millions):
 
Three Months Ended December 31,
 
Sales
 
Earnings
 
2015

 
2016

 
2015

 
2016

 
 
 
 
 
 
 
 
Automation Solutions
$
2,162

 
1,967

 
341

 
326

 
 
 
 
 
 
 
 
Climate Technologies
786

 
859

 
133

 
161

Tools & Home Products
392

 
393

 
85

 
88

Commercial & Residential Solutions
1,178

 
1,252

 
218

 
249

 
 
 
 
 
 
 
 
Differences in accounting methods
 
 
 
 
44

 
33

Corporate and other
 
 
 
 
(122
)
 
(98
)
Eliminations/Interest
(3
)
 
(3
)
 
(47
)
 
(46
)
     Total
$
3,337

 
3,216

 
434

 
464

The decrease in Corporate and other for the first quarter of 2017 is attributable to lower incentive stock compensation of $26 million which reflects the impact of changes in the Company's stock price.


10

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Automation Solutions sales by major product offering are summarized below (in millions):
 
Three Months Ended December 31,
 
 
2015

 
 
2016

 
 
 
 
 
 
Measurement & Analytical Instrumentation
 
$
757

 
 
682

Valves, Actuators & Regulators
 
498

 
 
449

Industrial Solutions
 
385

 
 
367

Process Control Systems & Solutions
 
522

 
 
469

     Total
 
$
2,162

 
 
1,967


11.
In the fourth quarter of 2016, the Company entered into an agreement to purchase Pentair's Valves & Controls business for $3.15 billion, subject to certain post-closing adjustments. This business, with sales of approximately $1.6 billion, is a manufacturer of control, isolation and pressure relief valves and actuators, and complements the Valves, Actuators & Regulators product offering within Automation Solutions. The transaction is expected to close by March 31, 2017, subject to conclusion of ongoing regulatory reviews.

12.
Discontinued Operations – The Company previously announced strategic actions to streamline its portfolio, drive growth and accelerate value creation for shareholders. On November 30, 2016, the Company completed the sale of its network power systems business for $4 billion in cash, subject to certain post-closing adjustments, and retained a subordinated interest in distributions, contingent upon the equity holders first receiving a threshold return on their initial investment. This business comprised the former Network Power segment. Additionally, on January 31, 2017, the Company completed the sale of its power generation, motors and drives business for a value of $1.2 billion, representing cash plus assumption of certain postretirement liabilities by the buyer, subject to post-closing adjustments. This business was previously reported in the former Industrial Automations segment. The results of operations for these businesses have been reclassified into discontinued operations, and the assets and liabilities are reflected as held-for-sale.
        
The financial results of the network power systems and power generation, motors and drives businesses reported as discontinued operations for the quarters ended December 31, 2016 and 2015 were as follows:    
 
 
Network Power Systems
 
Power Generation, Motors and Drives
 
Total
 
 
Dec 31, 2015
 
Dec 31, 2016
 
Dec 31, 2015
 
Dec 31, 2016
 
Dec 31, 2015
 
Dec 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,048

 
630

 
338

 
310

 
1,386

 
940

Cost of sales
 
650

 
394

 
261

 
232

 
911

 
626

SG&A
 
279

 
180

 
66

 
62

 
345

 
242

Other (income) deductions, net
 
48

 
(461
)
 
12

 
40

 
60

 
(421
)
Earnings (Loss) before income taxes
 
71

 
517

 
(1
)
 
(24
)
 
70

 
493

Income taxes
 
24

 
554

 

 
(6
)
 
24

 
548

Earnings (Loss), net of tax
 
$
47

 
(37
)
 
(1
)
 
(18
)
 
46

 
(55
)

In the first quarter of 2017, discontinued operations consists of net earnings from operations of $14 million, an after-tax gain on divestiture of the network power systems business of $86 million ($465 million pretax), income tax expense of $144 million for repatriation of sales proceeds, a loss of $38 million to write down the power generation, motors and drives business to the sales price less cost to sell, and lower expense of $27 million due to ceasing depreciation and amortization for the discontinued businesses held-for-sale. Results of discontinued operations for the first quarter of 2016 includes net earnings from operations of $68 million and separation costs related to the divestitures of $22 million.

The Company expects to recognize approximately $100 million of income tax expense on completion of the sale of the power generation, motors and drives business, which closed on January 31, 2017, subject to finalization of several matters and post-closing adjustments.



11

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

In fiscal 2017, the Company expects to pay income taxes of approximately $600 million as a result of completing the sales of the network power systems and power generation, motors and drives businesses.

The aggregate carrying amounts of the major classes of assets and liabilities classified as held-for-sale as of December 31, 2016 and September 30, 2016 are summarized as follows:
 
Network Power Systems
 
Power Generation,
Motors and Drives
 
Total
 
 
Sept 30, 2016
 
 
Sept 30, 2016
 
Dec 31, 2016
 
Sept 30, 2016
 
Dec 31, 2016
Assets
 
 
 
 
 
 
 
 
 
 
 
   Receivables
 
$
1,202

 
 
290

 
259

 
1,492

 
259

   Inventories
 
381

 
 
197

 
185

 
578

 
185

   Other current assets
 
108

 
 
22

 
26

 
130

 
26

   Property plant & equipment, net
 
352

 
 
259

 
237

 
611

 
237

   Goodwill
 
2,111

 
 
580

 
528

 
2,691

 
528

   Other noncurrent assets
 
473

 
 
55

 
49

 
528

 
49

Total assets held-for-sale
 
$
4,627

 
 
1,403

 
1,284

 
6,030

 
1,284

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
   Accounts payable
 
$
664

 
 
176

 
155

 
840

 
155

   Other current liabilities
 
620

 
 
141

 
134

 
761

 
134

   Deferred taxes and other noncurrent
   liabilities
 
227

 
 
99

 
89

 
326

 
89

Total liabilities held-for-sale
 
$
1,511

 
 
416

 
378

 
1,927

 
378

    
Net cash from operating and investing activities for the network power systems and power generation, motors and drives businesses for the quarters ended December 31, 2016 and 2015 were as follows:            
 
 
Network Power Systems
 
Power Generation,
Motors and Drives
 
Total
 
 
Dec 31, 2015
 
Dec 31, 2016
 
Dec 31, 2015
 
Dec 31, 2016
 
Dec 31, 2015
 
Dec 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash from operating activities
 
$
83

 
(173
)
 
18

 
1

 
101

 
(172
)
Cash from investing activities
 
$
(8
)
 
3,903

 
(12
)
 
(9
)
 
(20
)
 
3,894

    
Cash from operating activities was reduced by $139 million and $24 million for the quarters ending December 31, 2016 and 2015, respectively, due to income taxes and fees paid related to the transactions.



12

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Items 2 and 3.

Management's Discussion and Analysis of Financial Condition and Results of Operations 

OVERVIEW
The Company previously announced strategic actions to streamline its portfolio, drive growth and accelerate value creation for shareholders. These portfolio repositioning actions resulted in the sale of the network power systems business which closed in the first quarter of 2017, and the sale of the power generation, motors and drives business which closed in the second quarter of 2017. These businesses have been reported within discontinued operations for all periods presented.

First quarter sales from continuing operations were $3,216 million, down 4 percent. Underlying sales were down 3 percent reflecting stabilizing conditions in energy related markets and improvement in HVAC, refrigeration and U.S. construction markets.
Earnings from continuing operations common stockholders were $364 million, up 20 percent, and diluted earnings per share from continuing operations were $0.56, up 22 percent, including an income tax benefit of $47 million ($0.07 per share). Net earnings common stockholders were $309 million, down 12 percent, and diluted earnings per share were $0.48, down 9 percent, reflecting the impact of discontinued operations.
RESULTS OF OPERATIONS

Following is an analysis of the Company’s operating results for the first quarter ended December 31, 2016, compared with the first quarter ended December 31, 2015.
Three Months Ended Dec 31
2015
 
2016
 
Change
(dollars in millions, except per share amounts)
 

 
 

 
 
 
 
 
 
 
 
Net sales
$
3,337

 
3,216

 
(4
)%
Gross profit
$
1,414

 
1,365

 
(3
)%
Percent of sales
42.4
%
 
42.4
%
 
 

 
 
 
 
 
 
SG&A
$
879

 
822

 
 

Percent of sales
26.4
%
 
25.5
%
 
 

Other deductions, net
$
54

 
33

 
 

Interest expense, net
$
47

 
46

 
 

 
 
 
 
 
 
Earnings from continuing operations before income taxes
$
434

 
464

 
7
 %
Percent of sales
13.0
%
 
14.4
%
 
 

Earnings from continuing operations common stockholders
$
303

 
364

 
20
 %
Net earnings common stockholders
$
349

 
309

 
(12
)%
Percent of sales
10.5
%
 
9.6
%
 
 

 
 
 
 
 
 
Diluted EPS - Earnings from continuing operations
$
0.46

 
0.56

 
22
 %
Diluted EPS - Net earnings
$
0.53

 
0.48

 
(9
)%

Net sales for the first quarter of 2017 were $3,216 million, a decrease of $121 million, or 4 percent compared with $3,337 million in 2016. Underlying sales decreased 3 percent ($88 million) on 2 percent lower volume and 1 percent lower price. Foreign currency translation subtracted 1 percent ($40 million) and acquisitions added $7 million. Underlying sales decreased 3 percent in the U.S. and 2 percent internationally. Asia was up 7 percent (China up 17 percent), while Europe decreased 2 percent, Latin America was down 19 percent, Canada decreased 20 percent and Middle East/Africa was down 5 percent. Sales decreased $195 million in Automation Solutions due to lower capital spending in energy related and general industrial markets, primarily reflecting the impact of low oil prices. Commercial & Residential Solutions sales increased $74 million reflecting favorable conditions in HVAC, refrigeration and U.S. and Asian construction markets.



13

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Cost of sales for the first quarter of 2017 were $1,851 million, a decrease of $72 million compared with $1,923 million in 2016 primarily due to reduced sales volume and the impact of foreign currency translation. Gross profit margin of 42.4 percent was flat compared with 2016, as savings from cost reduction and containment actions offset deleverage on the reduced sales volume, lower price and unfavorable mix.

Selling, general and administrative (SG&A) expenses of $822 million decreased $57 million compared with the prior year and SG&A as a percent of sales of 25.5 percent improved 0.9 percentage points, primarily due to savings from cost reduction actions and lower incentive stock compensation of $26 million which reflects the impact of changes in the Company's stock price, partially offset by deleverage on lower volume.

Other deductions, net were $33 million in 2017, a decrease of $21 million due to favorable foreign currency transactions of $13 million in the current year compared with a loss of $21 million in the prior year, partially offset by higher acquisition-related costs. See Note 8.

Pretax earnings from continuing operations of $464 million increased $30 million, or 7 percent. Earnings increased $31 million in Commercial & Residential Solutions and decreased $15 million in Automation Solutions. See Note 10 and the following Business Segments discussion.

Income taxes were $94 million for 2017 and $127 million for 2016, resulting in effective tax rates of 20 percent and 29 percent, respectively. The 9 percentage point decrease versus the prior year is largely due to a $47 million tax benefit generated from restructuring a foreign subsidiary. The tax rate for full year 2017 is estimated at 29 percent including the tax benefit.

Earnings from continuing operations attributable to common stockholders were $364 million, up 20 percent, and diluted earnings per share were $0.56, up 22 percent.

Net earnings common stockholders in the first quarter of 2017 were $309 million, down 12 percent, compared with $349 million in the prior year, and earnings per share were $0.48, down 9 percent compared with $0.53 in 2016. Combined, the gain on the network power divestiture and the other items included in discontinued operations described below negatively impacted both net earnings and earnings per share comparisons 14 percentage points.

Discontinued Operations

Discontinued operations includes a net loss of $(55) million ($0.08 per share) in the first quarter of 2017 and net earnings of $46 million ($0.07 per share) in 2016. In the first quarter of 2017, discontinued operations consists of net earnings from operations of $14 million, an after-tax gain on divestiture of the network power systems business of $86 million ($465 million pretax), income tax expense of $144 million for repatriation of sales proceeds, a loss of $38 million to write down the power generation, motors and drives business to the sales price less cost to sell, and lower expense of $27 million due to ceasing depreciation and amortization for the discontinued businesses held-for-sale. Earnings for the first quarter of 2016 include net earnings from operations of $68 million and separation costs related to the divestitures of $22 million. See Note 12.

The Company expects to recognize approximately $100 million of income tax expense on completion of the sale of the power generation, motors and drives business, which closed on January 31, 2017, subject to finalization of several matters and post-closing adjustments.

In fiscal 2017, the Company expects to pay income taxes of approximately $600 million as a result of completing the sales of the network power systems and power generation, motors and drives businesses.




14

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

BUSINESS SEGMENTS
Following is an analysis of operating results for the Company’s business segments for the first quarter ended December 31, 2016, compared with the first quarter ended December 31, 2015. The Company defines segment earnings as earnings before interest and taxes. See Notes 1 and 10 for a discussion of the Company's business segments.
 
Automation Solutions
Three Months Ended Dec 31
2015
 
2016
 
Change
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
Sales
$
2,162

 
1,967

 
(9
)%
Earnings
$
341

 
326

 
(4
)%
     Margin
15.8
%
 
16.6
%
 
 

Sales by Major Product Offering
 
 
 
 
 
Measurement & Analytical Instrumentation
$
757

 
682

 
(10
)%
Valves, Actuators & Regulators
498

 
449

 
(10
)%
Industrial Solutions
385

 
367

 
(5
)%
Process Control Systems & Solutions
522

 
469

 
(10
)%
     Total
$
2,162

 
1,967

 
(9
)%

Automation Solutions sales were $2.0 billion in the first quarter, a decrease of $195 million, or 9 percent. Underlying sales decreased 8 percent ($167 million) on 7 percent lower volume and 1 percent lower price. Foreign currency translation had a 1 percent ($28 million) unfavorable impact. Sales for Measurement & Analytical Instrumentation, Valves, Actuators & Regulators, and Process Control Systems & Solutions decreased $177 million, or 10 percent compared with the prior year on lower capital and operational spending by global oil and gas customers, particularly in upstream markets, reflecting the impact of low oil prices and excess supply. Industrial Solutions sales decreased $18 million, or 5 percent on weakness in industrial spending and upstream oil and gas markets. Chemical, power and life sciences markets remained favorable. Underlying sales decreased 9 percent in the U.S. and 5 percent in Europe. Sales decreased 2 percent in Asia (China up 4 percent), 29 percent in Latin America and 26 percent in Canada. Sales in Middle East/Africa increased 3 percent. Earnings were $326 million, a decrease of $15 million on the decline in volume, while margin improved 0.8 percentage points reflecting savings from cost reduction actions and favorable foreign currency transactions of $18 million in the current year versus a loss of $16 million in the prior year, partially offset by deleverage on the lower volume. Lower price was substantially offset by materials cost containment. Results will remain under pressure during the second quarter due to continued low levels of customer spending, with market conditions expected to improve during the fiscal year.

Commercial & Residential Solutions
Three Months Ended Dec 31
2015
 
2016
 
Change
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
Sales:
 
 
 
 
 
Climate Technologies
$
786

 
859

 
9
%
Tools & Home Products
392

 
393

 
%
     Total
$
1,178

 
1,252

 
6
%
 
 
 
 
 
 
Earnings:
 
 
 
 
 
Climate Technologies
$
133

 
161

 
21
%
Tools & Home Products
85

 
88

 
3
%
     Total
$
218

 
249

 
14
%
     Margin
18.5
%
 
19.9
%
 
 

Commercial & Residential Solutions sales were $1.3 billion in the first quarter, an increase of $74 million, or 6 percent. Underlying sales were up 7 percent ($79 million) on 8 percent higher volume, partially offset by 1 percent lower price. Foreign currency translation deducted $12 million (1 percent) and acquisitions added $7 million.


15

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

Climate Technologies sales were $859 million in the first quarter, an increase of $73 million, or 9 percent. Global air conditioning sales were strong, led by strength in the U.S. and Asia, robust growth in China partially due to easier comparisons, and solid growth in Europe. Global refrigeration sales were solid due to robust growth in China on increased adoption of energy-efficient solutions, while sales decreased slightly in the U.S. and moderately in Europe. Sales of temperature controls, sensors and solutions also increased. Tools & Home Products sales of $393 million in the first quarter were flat (up $1 million). Professional tools sales were up moderately and wet/dry vacuums had solid growth as favorable conditions continued in U.S. construction markets. Sales were flat for food waste disposers while the storage business declined moderately. Overall, underlying sales increased 4 percent in the U.S., 7 percent in Europe and 26 percent in Asia (China up 40 percent). Sales increased 3 percent in Latin America, were flat in Canada and decreased 29 percent in Middle East/Africa. Earnings were $249 million, an increase of $31 million including $28 million in Climate Technologies, and margin improved 1.4 percentage points due to increased volume and resulting leverage, savings from cost reduction actions and lower customer accommodation costs of $6 million. Lower price and unfavorable mix partially offset the increase. The outlook for global demand in air conditioning, refrigeration and U.S. construction markets is favorable, supporting the expectation for low to mid-single digit growth in fiscal 2017.

FINANCIAL CONDITION

Key elements of the Company's financial condition for the three months ended December 31, 2016 as compared to the year ended September 30, 2016 follow.
 
Sept 30, 2016

 
Dec 31, 2016

Working capital (in millions)
$
1,353

 
4,550

Current ratio
1.2

 
2.2

Total debt-to-total capital
46.7
%
 
34.5
 %
Net debt-to-net capital
31.3
%
 
(1.1
)%
Interest coverage ratio
11.8
X
 
9.9X

The Company's working capital, current ratio, and debt-to-capital improved due to $4 billion of proceeds received from the sale of the network power systems business. These funds will be used to complete the previously announced Valves & Controls acquisition. See Note 11. The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 9.9X for the first three months of 2017 compares to 9.1X for the first three months of 2016.

Operating cash flow from continuing operations for the first quarter of 2017 was $410 million, an increase of $24 million compared with $386 million in the prior year reflecting higher earnings and lower working capital investment. Free cash flow from continuing operations of $310 million (operating cash flow of $410 million less capital expenditures of $100 million) increased $48 million, reflecting the increase in operating cash flow and lower capital expenditures in 2017. Operating cash flow funded dividends of $311 million and capital expenditures. Free cash flow from continuing operations was $262 million in 2016 (operating cash flow of $386 million less capital expenditures of $124 million).

Total cash provided by operating activities was $238 million including the impact of discontinued operations, and decreased $249 million compared with $487 million in the prior year. Total operating cash flow was reduced by $139 million and $24 million in the first quarter of 2017 and 2016, respectively, due to income taxes and fees paid related to the portfolio repositioning actions.

Emerson's financial structure provides the flexibility necessary to achieve its strategic objectives. The Company has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth. The Company believes that sufficient funds will be available to meet the Company’s needs in the foreseeable future through operating cash flow, existing resources, short- and long-term debt capacity or backup credit lines.


16

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

FISCAL 2017 OUTLOOK
Although significant challenges are expected to persist throughout 2017, the Company’s first quarter results and recent order trends reflect positive momentum within its two business platforms. Improving market conditions and a broad-based increase in demand within many global served markets are expected to benefit the Company in the second half of the year. Considering these factors, the Company expects full-year fiscal 2017 net sales to be down 1 to 3 percent, with underlying sales flat to down 2 percent excluding unfavorable currency translation of approximately 1 percent. Earnings per share from continuing operations are expected to be $2.47 to $2.62 including a $0.07 income tax benefit in the first quarter. Automation Solutions net sales are expected to be down 5 to 7 percent, with underlying sales down 3 to 5 percent excluding unfavorable currency translation of approximately 2 percent. Commercial & Residential Solutions net and underlying sales are expected to be up 3 to 5 percent. The outlook contained herein reflects the Company’s expectations for its consolidated results from continuing operations, and excludes any impact related to the pending acquisition of Pentair's Valves & Controls business.

Statements in this report 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 economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, which are set forth in the “Risk Factors” of Part I, Item 1, and the "Safe Harbor Statement" of Part II, Item 7, to the Company's Annual Report on Form 10-K for the year ended September 30, 2016 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.

Item 4. Controls and Procedures 

The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in a timely manner. This system also is designed to ensure information is accumulated and communicated to management, including the Company's certifying officers, to allow timely decisions regarding required disclosure. Based on an evaluation performed, the certifying officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.
There was no change in the Company's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  


17

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q

PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In November 2015, the Board of Directors authorized the purchase of up to 70 million shares, and 63.5 million shares remain available. No shares were purchased in the first quarter of 2017.

Item 6. Exhibits

(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). 
3.1

Bylaws of Emerson Electric Co., as amended through October 4, 2016, incorporated by reference to Emerson Electric Co. Form 8-K filed October 6, 2016, Exhibit 3.1.
 
 
10.1

Description of Non-Management Director Compensation.
 
 
12

Ratio of Earnings to Fixed Charges.
 
 
31

Certifications pursuant to Exchange Act Rule 13a-14(a).
 
 
32

Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
 
 
101

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three months ended December 31, 2016 and 2015, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2016 and 2015, (iii) Consolidated Balance Sheets as of September 30, 2016 and December 31, 2016, (iv) Consolidated Statements of Cash Flows for the three months ended December 31, 2016 and 2015, and (v) Notes to Consolidated Financial Statements for the three months ended December 31, 2016.  



18

EMERSON ELECTRIC CO. AND SUBSIDIARIES
 FORM 10-Q


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 thereunto duly authorized. 
 
 
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 8, 2017
 


INDEX TO EXHIBITS
Exhibit No.
Exhibit 
 
 
 
10.1

 
Description of Non-Management Director Compensation.
 
 
 
12

 
Ratio of Earnings to Fixed Charges.
 
 
 
31

 
Certifications pursuant to Exchange Act Rule 13a-14(a).
 
 
 
32

 
Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
 
 
 
101

 
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three months ended December 31, 2016 and 2015, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2016 and 2015, (iii) Consolidated Balance Sheets as of September 30, 2016 and December 31, 2016, (iv) Consolidated Statements of Cash Flows for the three months ended December 31, 2016 and 2015, and (v) Notes to Consolidated Financial Statements for the three months ended December 31, 2016.  



19