Emerson Electric 10-Q 2024-06-30
Filed 2024-08-07. 6 sections, 162K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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 June 30, 2024
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 incorporation or organization) | (I.R.S. Employer 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock of $0.50 par value per share | EMR | New York Stock Exchange | ||||||
| NYSE Chicago | ||||||||
| 1.250% Notes due 2025 | EMR 25A | New York Stock Exchange | ||||||
| 2.000% Notes due 2029 | EMR 29 | New 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 June 30, 2024: 572.7 million shares.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings
EMERSON ELECTRIC CO. & SUBSIDIARIES
Three and nine months ended June 30, 2023 and 2024
(Dollars in millions, except per share amounts; unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||||
| Net sales | $ | 3,946 | 4,380 | 11,075 | 12,873 | ||||||||||||||||||
| Cost of sales | 1,952 | 2,066 | 5,660 | 6,359 | |||||||||||||||||||
| Selling, general and administrative expenses | 1,042 | 1,254 | 3,072 | 3,827 | |||||||||||||||||||
| Gain on subordinated interest | — | — | — | (79) | |||||||||||||||||||
| Loss on Copeland note receivable | — | 279 | — | 279 | |||||||||||||||||||
| Other deductions, net | 130 | 294 | 359 | 1,075 | |||||||||||||||||||
| Interest expense (net of interest income of $58, $32, $96 and $105, respectively) | 10 | 56 | 111 | 157 | |||||||||||||||||||
| Interest income from related party | (10) | (24) | (10) | (86) | |||||||||||||||||||
| Earnings from continuing operations before income taxes | 822 | 455 | 1,883 | 1,341 | |||||||||||||||||||
| Income taxes | 168 | 88 | 400 | 266 | |||||||||||||||||||
| Earnings from continuing operations | 654 | 367 | 1,483 | 1,075 | |||||||||||||||||||
| Discontinued operations, net of tax of $2,004, $5, $3,009 and $27, respectively | 8,712 | (15) | 10,979 | (88) | |||||||||||||||||||
| Net earnings | 9,366 | 352 | 12,462 | 987 | |||||||||||||||||||
| Less: Noncontrolling interests in subsidiaries | 14 | 23 | (13) | 15 | |||||||||||||||||||
| Net earnings common stockholders | $ | 9,352 | 329 | 12,475 | 972 | ||||||||||||||||||
| Earnings common stockholders: | |||||||||||||||||||||||
| Earnings from continuing operations | 643 | 344 | 1,502 | 1,060 | |||||||||||||||||||
| Discontinued operations | 8,709 | (15) | 10,973 | (88) | |||||||||||||||||||
| Net earnings common stockholders | $ | 9,352 | 329 | 12,475 | 972 | ||||||||||||||||||
| Basic earnings per share common stockholders: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | 1.12 | 0.60 | 2.61 | 1.85 | ||||||||||||||||||
| Discontinued operations | 15.24 | (0.02) | 19.06 | (0.15) | |||||||||||||||||||
| Basic earnings per common share | $ | 16.36 | 0.58 | 21.67 | 1.70 | ||||||||||||||||||
| Diluted earnings per share common stockholders: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | 1.12 | 0.60 | 2.60 | 1.84 | ||||||||||||||||||
| Discontinued operations | 15.16 | (0.03) | 18.96 | (0.15) | |||||||||||||||||||
| Diluted earnings per common share | $ | 16.28 | 0.57 | 21.56 | 1.69 | ||||||||||||||||||
| Weighted average outstanding shares: | |||||||||||||||||||||||
| Basic | 570.9 | 571.9 | 575.1 | 571.4 | |||||||||||||||||||
| Diluted | 574.0 | 574.8 | 578.1 | 574.1 |
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
EMERSON ELECTRIC CO. & SUBSIDIARIES
Three and nine months ended June 30, 2023 and 2024
(Dollars in millions; unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2023 | 2024 | 2023 | 2024 | ||||||||||||||||||||||||||||||||
| Net earnings | $ | 9,366 | 352 | 12,462 | 987 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | 86 | (124) | 437 | 56 | |||||||||||||||||||||||||||||||
| Pension and postretirement | 10 | (12) | (23) | (36) | |||||||||||||||||||||||||||||||
| Cash flow hedges | (19) | (6) | 4 | (4) | |||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | 77 | (142) | 418 | 16 | |||||||||||||||||||||||||||||||
| Comprehensive income | 9,443 | 210 | 12,880 | 1,003 | |||||||||||||||||||||||||||||||
| Less: Noncontrolling interests in subsidiaries | 15 | 21 | (8) | 15 | |||||||||||||||||||||||||||||||
| Comprehensive income common stockholders | $ | 9,428 |
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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
Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three-month period ended June 30, 2024. In March 2020, the Board of Directors authorized the purchase of 60 million shares and a total of approximately 31.4 shares remain available for purchase under the authorization.
Item 5. Other Information
During the three-month period ended June 30, 2024, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
Item 6. Exhibits
(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).
| 2.1* | Note Purchase Agreement, dated as of June 6, 2024, among Emerson Electric Co., EMR Holdings, Inc., Emerald JV Holdings L.P., and EMRLD Seller Notes Issuer LP, incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.1. | ||||
| 2.2* | Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, Humboldt Hermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., and Emerald JV Holdings G.P. LLC, incorporated by reference to the Company’s Form 8-K filed on June 6, 2024, File No. 1-278, Exhibit 2.2. | ||||
| 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 iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three and nine months ended June 30, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2024 and 2023, (iii) Consolidated Balance Sheets as of September 30, 2023 and June 30, 2024, (iv) Consolidated Statements of Equity for the three and nine months ended June 30, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023, and (vi) Notes to Consolidated Financial Statements for the three and nine months ended June 30, 2024 and 2023. | ||||
| 104 | Cover 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. | |||||
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/ M. J. Baughman | |||||||||||||
| M. J. Baughman | ||||||||||||||
| Executive Vice President, Chief Financial Officer | ||||||||||||||
| and Chief Accounting Officer | ||||||||||||||
| (on behalf of the registrant and as Chief Financial Officer) | ||||||||||||||
| August 7, 2024 |
