Emerson Electric 10-Q 2022-12-31

Filed 2023-02-08. 5 sections, 137K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

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)

Missouriemr-20221231_g1.jpg43-0259330
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8000 W. Florissant Ave.
P.O. Box 4100
St. Louis,Missouri63136
(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:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock of $0.50 par value per shareEMRNew York Stock Exchange
NYSE Chicago
0.375% Notes due 2024EMR 24New York Stock Exchange
1.250% Notes due 2025EMR 25ANew York Stock Exchange
2.000% Notes due 2029EMR 29New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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 December 31, 2022: 571.4 million shares.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Earnings

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three months ended December 31, 2021 and 2022

(Dollars in millions, except per share amounts; unaudited)

Three Months Ended December 31,
20212022
Net sales$3,1563,373
Cost of sales1,7411,753
Selling, general and administrative expenses8491,030
Gain on subordinated interest(453)—
Other deductions, net38120
Interest expense (net of interest income of $3 and $20, respectively)3948
Earnings from continuing operations before income taxes942422
Income taxes19698
Earnings from continuing operations746324
Discontinued operations, net of tax: $84 and $966, respectively1492,002
Net earnings8952,326
Less: Noncontrolling interests in subsidiaries(1)(5)
Net earnings common stockholders$8962,331
Earnings common stockholders:
Earnings from continuing operations746329
Discontinued operations1502,002
Net earnings common stockholders$8962,331
Basic earnings per share common stockholders:
Earnings from continuing operations$1.250.56
Discontinued operations0.263.43
Basic earnings per common share$1.513.99
Diluted earnings per share common stockholders:
Earnings from continuing operations$1.250.56
Discontinued operations0.253.41
Diluted earnings per common share$1.503.97
Weighted average outstanding shares:
Basic594.6583.6
Diluted598.1586.7

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

EMERSON ELECTRIC CO. & SUBSIDIARIES

Three months ended December 31, 2021 and 2022

(Dollars in millions; unaudited)

Three Months Ended December 31,
20212022
Net earnings$8952,326
Other comprehensive income (loss), net of tax:
Foreign currency translation(72)241
Pension and postretirement18(16)
Cash flow hedges410
Total other comprehensive income (loss)(50)235
Comprehensive income8452,561
Less: Noncontrolling interests in subsidiaries(1)—
Comprehensive income common stockholders$8462,561

See accompanying Notes to Consolidated Financial Statements.

Consolidated Balance Sheets

EMERSON ELECTRIC CO. & SUBSIDIARIES

(Dollars and shares in millions, except per share amounts; unaudited)

Sept 30, 2022Dec 31, 2022
ASSETS
Current assets
Cash and equivalents$1,8042,271
Receivables, less allowances of $100 and $101, resp

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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.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities (shares in 000s).

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 2022—$——54,540
November 202211,957$92.8511,95742,583
December 20229,299$95.699,29933,284
Total21,256$94.0921,25633,284

In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately 33.3 shares remain available for purchase under the authorization.

Item 6. Exhibits

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

2(a)**Transaction Agreement, dated as of October 30, 2022, among Emerson Electric Co., BCP Emerald Aggregator L.P., Emerald Debt Merger Sub L.L.C and Emerald JV Holdings L.P, incorporated by reference to the Company’s Form 8-K, filed on October 31, 2022, File No. 1-278, Exhibit 2.1.
10(a)Amended and Restated Deferred Compensation Plan for Non-Employee Directors and Forms of Payment Election Forms
10(b)Amended and Restated Restricted Stock Plan for Non-Management Directors and Form of Restricted Stock Unit Award Letter under the Emerson Electric Co. Restricted Stock Plan for Non-Management Directors
10(c)Emerson Electric Co. Annual Cash Incentive Plan and Form of Acceptance of Award
10(d)Letter Agreement dated November 16, 2022 between Emerson Electric Co. and Mark J. Bulanda, signed November 22, 2022, incorporated by reference to the Company’s Form 8-K, filed on November 28, 2022, File No. 1-278, Exhibit 10.1.
31Certifications pursuant to Exchange Act Rule 13a-14(a).
32Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three months ended December 31, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income for the three months ended December 31, 2022 and 2021, (iii) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2022, (iv) Consolidated Statements of Equity for the three months ended December 31, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the three months ended December 31, 2022 and 2021, and (vi) Notes to Consolidated Financial Statements for the three months ended December 31, 2022 and 2021.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
**Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Emerson agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Portions of these exhibits have been redacted in compliance with Regulation S-K Item 601(b)(10).

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/ F. 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, 2023