EMERSON ELECTRIC CO - Quarter Report: 2010 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the quarterly period ended December 31, 2010
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)
|
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 x 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 x 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 x
|
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
x
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, 2010: 754,113,520
shares.
1
FORM
10-Q
Item
1. Financial Statements
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF EARNINGS
THREE
MONTHS ENDED DECEMBER 31, 2009 AND 2010
(Dollars
in millions, except per share amounts; unaudited)
Three Months Ended
|
||||||||
December 31,
|
||||||||
2009
|
2010
|
|||||||
Net
Sales
|
$
|
4,828
|
5,535
|
|||||
Costs
and expenses:
|
||||||||
Cost
of sales
|
2,960
|
3,372
|
||||||
Selling,
general and administrative expenses
|
1,134
|
1,311
|
||||||
Other
deductions, net
|
92
|
78
|
||||||
Interest
expense (net of interest income of $3 and $5,
respectively)
|
65
|
61
|
||||||
Earnings
from continuing operations before income taxes
|
577
|
713
|
||||||
Income
taxes
|
148
|
222
|
||||||
Earnings
from continuing operations
|
429
|
491
|
||||||
Discontinued
operations, net of tax
|
8
|
-
|
||||||
Net
earnings
|
437
|
491
|
||||||
Less:
Noncontrolling interests in earnings of subsidiaries
|
12
|
11
|
||||||
Net
earnings common stockholders
|
$
|
425
|
480
|
|||||
Earnings
common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
417
|
480
|
|||||
Discontinued
operations, net of tax
|
8
|
-
|
||||||
Net
earnings common stockholders
|
$
|
425
|
480
|
|||||
Basic
earnings per share common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.55
|
0.63
|
|||||
Discontinued
operations
|
0.01
|
-
|
||||||
Basic
earnings per common share
|
$
|
0.56
|
0.63
|
|||||
Diluted
earnings per share common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.55
|
0.63
|
|||||
Discontinued
operations
|
0.01
|
-
|
||||||
Diluted
earnings per common share
|
$
|
0.56
|
0.63
|
|||||
Cash
dividends per common share
|
$
|
0.335
|
0.345
|
See
accompanying Notes to Consolidated Financial Statements.
2
FORM
10-Q
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Dollars
in millions, except share amounts; unaudited)
September 30,
|
December
31,
|
|||||||
2010
|
2010
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and equivalents
|
$
|
1,592
|
1,493
|
|||||
Receivables,
less allowances of $98 and $104, respectively
|
3,989
|
3,956
|
||||||
Inventories
|
2,105
|
2,207
|
||||||
Other
current assets
|
677
|
649
|
||||||
Total
current assets
|
8,363
|
8,305
|
||||||
Property,
plant and equipment, net
|
3,287
|
3,255
|
||||||
Other
assets
|
||||||||
Goodwill
|
8,656
|
8,666
|
||||||
Other
intangible assets
|
2,150
|
2,096
|
||||||
Other
|
387
|
381
|
||||||
Total
other assets
|
11,193
|
11,143
|
||||||
Total
assets
|
$
|
22,843
|
22,703
|
|||||
LIABILITIES AND EQUITY
|
||||||||
Current
liabilities
|
||||||||
Short-term
borrowings and current maturities of long-term debt
|
$
|
480
|
800
|
|||||
Accounts
payable
|
2,409
|
2,243
|
||||||
Accrued
expenses
|
2,864
|
2,447
|
||||||
Income
taxes
|
96
|
110
|
||||||
Total
current liabilities
|
5,849
|
5,600
|
||||||
Long-term
debt
|
4,586
|
4,352
|
||||||
Other
liabilities
|
2,456
|
2,428
|
||||||
Equity
|
||||||||
Preferred
stock, $2.50 par value per share;
|
||||||||
authorized,
5,400,000 shares; issued, none
|
-
|
-
|
||||||
Common
stock, $0.50 par value per share;
|
||||||||
authorized,
1,200,000,000 shares; issued, 953,354,012 shares;
|
||||||||
outstanding,
752,690,806 shares and 754,113,520 shares,
|
||||||||
respectively
|
477
|
477
|
||||||
Additional
paid-in capital
|
192
|
345
|
||||||
Retained
earnings
|
15,869
|
16,088
|
||||||
Accumulated
other comprehensive income
|
(426
|
)
|
(432
|
)
|
||||
Cost
of common stock in treasury, 200,663,206 shares and
|
||||||||
199,240,492
shares, respectively
|
(6,320
|
)
|
(6,308
|
)
|
||||
Common
stockholders’ equity
|
9,792
|
10,170
|
||||||
Noncontrolling
interests in subsidiaries
|
160
|
153
|
||||||
Total
equity
|
9,952
|
10,323
|
||||||
Total liabilities and equity
|
$
|
22,843
|
22,703
|
See accompanying Notes to Consolidated
Financial Statements.
3
FORM
10-Q
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
THREE
MONTHS ENDED DECEMBER 31, 2009 AND 2010
(Dollars
in millions; unaudited)
Three Months Ended
|
||||||||
|
December
31,
|
|||||||
2009
|
2010
|
|||||||
Operating
activities
|
||||||||
Net
earnings
|
$
|
437
|
491
|
|||||
Adjustments
to reconcile net earnings to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
196
|
219
|
||||||
Changes
in operating working capital
|
15
|
(430
|
)
|
|||||
Other
|
39
|
42
|
||||||
Net
cash provided by operating activities
|
687
|
322
|
||||||
Investing
activities
|
||||||||
Capital
expenditures
|
(89
|
)
|
(82
|
)
|
||||
Purchases
of businesses, net of cash and equivalents acquired
|
(1,301
|
)
|
(39
|
)
|
||||
Other
|
38
|
(16
|
)
|
|||||
Net
cash used in investing activities
|
(1,352
|
)
|
(137
|
)
|
||||
Financing
activities
|
||||||||
Net
increase in short-term borrowings
|
662
|
116
|
||||||
Proceeds
from long-term debt
|
596
|
1
|
||||||
Principal
payments on long-term debt
|
(36
|
)
|
(31
|
)
|
||||
Dividends
paid
|
(251
|
)
|
(261
|
)
|
||||
Purchases
of treasury stock
|
-
|
(51
|
)
|
|||||
Other
|
(15
|
)
|
(55
|
)
|
||||
Net
cash provided by (used in) financing activities
|
956
|
(281
|
)
|
|||||
Effect
of exchange rate changes on cash and equivalents
|
(11
|
)
|
(3
|
)
|
||||
Increase
(decrease) in cash and equivalents
|
280
|
(99
|
)
|
|||||
Beginning
cash and equivalents
|
1,560
|
1,592
|
||||||
Ending
cash and equivalents
|
$
|
1,840
|
1,493
|
|||||
Changes
in operating working capital
|
||||||||
Receivables
|
$
|
57
|
67
|
|||||
Inventories
|
(22
|
)
|
(97
|
)
|
||||
Other
current assets
|
(21
|
)
|
82
|
|||||
Accounts
payable
|
(28
|
)
|
(183
|
)
|
||||
Accrued
expenses
|
(87
|
)
|
(298
|
)
|
||||
Income
taxes
|
116
|
(1
|
)
|
|||||
Total
changes in operating working capital
|
$
|
15
|
(430
|
)
|
See
accompanying Notes to Consolidated Financial Statements.
4
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). First quarter 2010 results reflect the Company’s
reclassification of the appliance motors and U.S. commercial and
industrial motors businesses (Motors) as discontinued operations in
conjunction with the sale of those businesses in the fourth quarter of
2010, and the movement of the retained hermetic motors business from the
Tools and Storage segment to the Industrial Automation
segment. 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,
2010.
|
Effective
October 1, 2010 the Company prospectively adopted updates to ASC 605, Revenue Recognition,
regarding allocation of the selling price to the various elements of multiple
deliverables arrangements. Under the updated ACS 605, allocation of
the selling price is now based on vendor-specific objective evidence and third
party evidence, as well as management estimates of selling price. The
impact of this change on any period presented is inconsequential.
Approximately
ten percent of the Company’s revenues arise from qualifying sales arrangements
including the delivery of multiple elements, principally in the Network Power
and Process Management segments. The vast majority of deliverables
are tangible products, with a small portion attributable to installation,
service and maintenance. Selling prices are primarily determined
using vendor-specific objective evidence. Generally, contract
duration is short-term and cancellation, termination or refund provisions apply
only in the event of contract breach and have historically not been
invoked.
|
2.
|
Reconciliations
of weighted average shares for basic and diluted earnings per common share
follow (shares in millions). Earnings allocated to
participating securities were
inconsequential.
|
Three Months Ended
|
||||||||
|
December
31,
|
|||||||
2009
|
2010
|
|||||||
Basic
shares outstanding
|
750.3
|
752.2
|
||||||
Dilutive
shares
|
5.2
|
5.9
|
||||||
Diluted
shares outstanding
|
755.5
|
758.1
|
|
3.
|
The
change in equity is shown below (in
millions):
|
Fiscal 2011
|
Common
Stockholders’
Equity
|
Noncontrolling
Interests in
Subsidiaries
|
Total Equity
|
|||||||||
September
30, 2010
|
$ | 9,792 | 160 | 9,952 | ||||||||
Net
earnings
|
480 | 11 | 491 | |||||||||
Other
comprehensive income
|
(6 | ) | 2 | (4 | ) | |||||||
Cash
dividends
|
(261 | ) | (19 | ) | (280 | ) | ||||||
Net
treasury stock purchases and other
|
165 | (1 | ) | 164 | ||||||||
December
31, 2010
|
$ | 10,170 | 153 | 10,323 |
5
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Comprehensive
income, net of applicable income taxes, for the three months ended December 31,
2010 and 2009 is summarized as follows (in millions):
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2009
|
2010
|
||||||
Net
earnings
|
$
|
437
|
491
|
|||||
Foreign
currency translation
|
7
|
(20
|
)
|
|||||
Cash
flow hedges and other
|
24
|
16
|
||||||
468
|
487
|
|||||||
Less:
Noncontrolling interests
|
13
|
13
|
||||||
Amount
attributable to common stockholders
|
$
|
455
|
474
|
The
change in foreign currency translation during the first quarter of 2011 is
primarily due to the strengthening of the U.S. dollar. The amount
attributable to noncontrolling interests in subsidiaries consisted of earnings
and foreign currency translation.
|
4.
|
Net
periodic pension and net postretirement plan expenses are summarized
as follows (in millions):
|
Three
Months Ended December 31,
|
||||||||||||||||
Pensions
|
Postretirement
Plans
|
|||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||
Service
Cost
|
$ | 19 | 21 | 1 | 1 | |||||||||||
Interest
Cost
|
55 | 55 | 6 | 4 | ||||||||||||
Expected
return on plan assets
|
(76 | ) | (82 | ) | ||||||||||||
Net
amortization
|
35 | 42 | - | (2 | ) | |||||||||||
Total
|
$ | 33 | 36 | 7 | 3 |
|
5.
|
Other
deductions, net are summarized as follows (in
millions):
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2009
|
2010
|
|||||||
Other deductions, net
|
||||||||
Amortization
of intangibles
|
$
|
35
|
67
|
|||||
Rationalization
of operations
|
38
|
17
|
||||||
Other,
net
|
23
|
(3
|
)
|
|||||
Gains
|
(4
|
)
|
(3
|
)
|
||||
Total
|
$
|
92
|
78
|
Other
deductions, net decreased for the three months ended December 31, 2010,
primarily due to lower rationalization expense, lower acquisition-related fees
and prior year losses on foreign exchange transactions, partially offset by
higher amortization expense on acquired intangible assets.
6
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
6.
|
Rationalization
of operations expense reflects costs associated with the Company’s efforts
to continuously improve operational efficiency and expand globally in
order to remain competitive on a worldwide basis. The
change in the liability for rationalization costs during the three months
ended December 31, 2010 follows (in
millions):
|
September 30,
|
Paid/
|
December 31,
|
||||||||||||||
|
2010
|
Expense
|
Utilized
|
2010
|
||||||||||||
Severance
and benefits
|
$ | 57 | 7 | 21 | 43 | |||||||||||
Lease
and other contract terminations
|
8 | - | 1 | 7 | ||||||||||||
Fixed
asset write-downs
|
- | - | - | - | ||||||||||||
Vacant
facility and other shutdown costs
|
4 | 3 | 4 | 3 | ||||||||||||
Start-up
and moving costs
|
- | 7 | 7 | - | ||||||||||||
Total
|
$ | 69 | 17 | 33 | 53 |
Rationalization
of operations by segment is summarized as follows (in millions):
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2009
|
2010
|
||||||
Process
Management
|
$ | 7 | 2 | |||||
Industrial
Automation
|
18 | 5 | ||||||
Network
Power
|
7 | 5 | ||||||
Climate
Technologies
|
3 | 4 | ||||||
Tools
and Storage
|
3 | 1 | ||||||
Total
|
$ | 38 | 17 |
The
Company expects to incur full year 2011 rationalization costs of approximately
$80 million to $100 million, which includes the $17 million shown above, 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 incurred during the first quarter of 2011 included shutdown costs
and start-up and moving costs due to workforce reductions and/or the
consolidation of facilities. Vacant facilities and other shutdown costs were not
material for any segment. Actions during the first quarter of 2011 included
Industrial Automation consolidating production facilities within North America;
Network Power reducing forcecount in North America and Europe; and Climate
Technologies consolidating production facilities in North America and
Asia.
|
7.
|
Other
Financial Information (in
millions):
|
September 30,
|
December 31,
|
|||||||
2010
|
2010
|
|||||||
Inventories
|
||||||||
Finished
products
|
$
|
746
|
797
|
|||||
Raw
materials and work in process
|
1,359
|
1,410
|
||||||
Total
|
$
|
2,105
|
2,207
|
|||||
Property, plant and equipment,
net
|
||||||||
Property,
plant and equipment, at cost
|
$
|
8,307
|
8,412
|
|||||
Less: Accumulated
depreciation
|
5,020
|
5,157
|
||||||
Total
|
$
|
3,287
|
3,255
|
7
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
September
30,
|
December
31,
|
|||||||
2010
|
2010
|
|||||||
Goodwill
by
business segment
|
||||||||
Process
Management
|
$ | 2,274 | 2,264 | |||||
Industrial
Automation
|
1,379 | 1,403 | ||||||
Network
Power
|
3,997 | 3,974 | ||||||
Climate
Technologies
|
464 | 483 | ||||||
Tools
and Storage
|
542 | 542 | ||||||
Total
|
$ | 8,656 | 8,666 |
Changes
in goodwill since September 30, 2010 are primarily due to foreign currency
translation. Valuations of acquired assets and liabilities are
in-process and purchase price allocations for acquisitions are subject to
refinement.
Accrued expenses include the
following:
|
||||||||
Employee
compensation
|
$
|
683
|
502
|
|||||
Advance
customer payments
|
$
|
385
|
424
|
|||||
Product
warranty liability
|
$
|
224
|
219
|
|||||
Other liabilities
|
||||||||
Deferred
income taxes
|
$
|
762
|
776
|
|||||
Pension
plans
|
612
|
624
|
||||||
Postretirement
plans, excluding current portion
|
380
|
378
|
||||||
Other
|
702
|
650
|
||||||
Total
|
$
|
2,456
|
2,428
|
|
8.
|
Summarized
information about the Company’s results of continuing operations by
business segment follows (in
millions):
|
Three
months ended December 31,
|
||||||||||||||||
Sales
|
Earnings
|
|||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||
Process
Management
|
$ | 1,382 | 1,542 | 216 | 290 | |||||||||||
Industrial
Automation
|
986 | 1,210 | 109 | 185 | ||||||||||||
Network
Power
|
1,381 | 1,669 | 206 | 182 | ||||||||||||
Climate
Technologies
|
784 | 810 | 114 | 123 | ||||||||||||
Tools
and Storage
|
434 | 446 | 81 | 93 | ||||||||||||
4,967 | 5,677 | 726 | 873 | |||||||||||||
Differences
in accounting methods
|
44 | 53 | ||||||||||||||
Corporate
and other
|
(128 | ) | (152 | ) | ||||||||||||
Eliminations/Interest
|
(139 | ) | (142 | ) | (65 | ) | (61 | ) | ||||||||
Total
|
$ | 4,828 | 5,535 | 577 | 713 |
Intersegment
sales of the Industrial Automation segment for the three months ended December
31, 2010 and 2009, were $126 million and $117 million,
respectively. The increase in Corporate and other for 2011 primarily
reflects higher stock compensation expense of $18 million related to a new stock
option award in 2011, partially offset by the absence of the incentive stock
plans overlap that occurred in the prior year.
8
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
9.
|
Following
is a discussion regarding the Company’s use of financial
instruments.
|
Hedging
Activities – The
notional value of foreign currency hedge positions totaled approximately $1.2
billion as of December 31, 2010. Commodity hedges outstanding at
December 31, 2010 included a total of approximately 61 million pounds of copper
and aluminum. The majority of hedging gains and losses deferred as of
December 31, 2010 are expected to be recognized over the next 12 months as the
underlying forecasted transactions occur. All derivatives receiving
deferral accounting are cash flow hedges. The following amounts are included in
earnings and Other Comprehensive Income (in millions):
Gain/(Loss)
to Earnings
|
Gain/(Loss)
to OCI
|
|||||||||||||||||
Qtr
Ended December 31,
|
Qtr
Ended December 31,
|
|||||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||||
Deferral Accounting
|
Location
|
|||||||||||||||||
Foreign
currency
|
Sales
|
$ | (3 | ) | 2 | 1 | 4 | |||||||||||
Foreign
currency
|
Cost
of sales
|
(1 | ) | 5 | 16 | 7 | ||||||||||||
Commodity
|
Cost
of sales
|
4 | 10 | 22 | 32 | |||||||||||||
39 | 43 | |||||||||||||||||
Not Deferred
|
Location
|
|||||||||||||||||
Foreign
currency
|
Other
inc/(exp)
|
10 | 6 | |||||||||||||||
Commodity
|
Cost
of sales
|
1 | 1 | |||||||||||||||
$ | 11 | 24 |
Regardless
of whether or not 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 settled. Derivatives receiving
deferral accounting are highly effective, no amounts were excluded from the
assessment of hedge effectiveness, and hedge ineffectiveness was immaterial for
both quarters ending December 31, including gains or losses on derivatives that
were discontinued because forecasted transactions were no longer expected to
occur.
Fair
Value Measurements – Valuations for all of
Emerson’s derivatives fall within Level 2 of the GAAP valuation hierarchy and
are summarized below (in millions):
September
30, 2010
|
December
31, 2010
|
|||||||||||||||
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|||||||||||||
Foreign
currency
|
$ | 67 | (50 | ) | 41 | (13 | ) | |||||||||
Commodity
|
$ | 31 | (3 | ) | 54 | (3 | ) |
At
December 31, 2010, commodity contracts and foreign currency contracts were
reported in current assets. The Company held $7 million of collateral
posted by counterparties in the normal course of business as of December 31,
2010. The maximum collateral the Company could have been required to
post as of December 31, 2010 was zero. As of December 31, 2010, the fair value
of long-term debt was $5,030 million, which exceeded the carrying value by $403
million.
9
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 achieved strong sales and earnings results in the first quarter of 2011
aided by improving economic conditions and repositioning efforts in previous
periods. Worldwide gross fixed investment is steadily
recovering. In the Company’s served markets industrial production and
manufacturing activity have improved while residential and nonresidential
construction remains weak. First quarter sales
increased due to growth in all major geographic regions and from acquisitions,
and all segments reported higher sales. Earnings increased for
Process Management, Industrial Automation, Climate Technologies and Tools and
Storage due to leverage on sales growth and benefits from repositioning efforts
in prior periods while earnings declined in the Network Power
segment. Emerson's financial position remains strong and the Company
continues to generate substantial operating cash flow.
THREE
MONTHS ENDED DECEMBER 31, 2010, COMPARED WITH THREE MONTHS ENDED DECEMBER 31,
2009
Following
is an analysis of the Company’s operating results for the first quarter ended
December 31, 2010, compared with the first quarter ended December 31,
2009.
RESULTS
OF OPERATIONS
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions, except per share amounts)
|
||||||||||||
Net
sales
|
$
|
4,828
|
5,535
|
15
|
%
|
|||||||
Gross
profit
|
$
|
1,868
|
2,163
|
16
|
%
|
|||||||
Percent
of sales
|
38.7
|
%
|
39.1
|
%
|
||||||||
SG&A
|
$
|
1,134
|
1,311
|
|||||||||
Percent
of sales
|
23.5
|
%
|
23.7
|
%
|
||||||||
Other
deductions, net
|
$
|
92
|
78
|
|||||||||
Interest
expense, net
|
$
|
65
|
61
|
|||||||||
Earnings
from continuing operations before income taxes
|
$
|
577
|
713
|
24
|
%
|
|||||||
Percent
of sales
|
12.0
|
%
|
12.9
|
%
|
||||||||
Earnings
from continuing operations common stockholders
|
$
|
417
|
480
|
15
|
%
|
|||||||
Net
earnings common stockholders
|
$
|
425
|
480
|
13
|
%
|
|||||||
Percent
of sales
|
8.8
|
%
|
8.7
|
%
|
||||||||
Diluted
EPS – Earnings from continuing operations
|
$
|
0.55
|
0.63
|
15
|
%
|
|||||||
Diluted
EPS – Net earnings
|
$
|
0.56
|
0.63
|
13
|
%
|
Net sales
for the quarter ended December 31, 2010 were $5,535 million, an increase of $707
million, or 15 percent, compared with net sales of $4,828 million for the
quarter ended December 31, 2009. The consolidated results reflect an
11 percent ($508 million) increase in underlying sales (which exclude
acquisitions and foreign currency translation), a 5 percent ($230 million)
favorable impact from acquisitions and a 1 percent ($31 million) unfavorable
impact from foreign currency translation. Underlying sales increased
10 percent in the United States and 11 percent internationally, reflecting
volume gains. International sales results showed growth in all major
geographic regions, including Europe (10 percent), Asia (9 percent), Canada (25
percent), Latin America (15 percent) and Middle East/Africa (11
percent). Sales increased in all segments led by Network Power,
Industrial Automation and Process Management, which were up $288 million, $224
million and $160 million, respectively.
Costs of
sales for the first quarters of 2011 and 2010 were $3,372 million and $2,960
million, respectively. Gross profit of $2,163 million and $1,868
million, respectively, resulted in gross margins of 39.1 percent and 38.7
percent. The increase in gross profit and gross margin primarily
reflects higher volume and resulting leverage, acquisitions and savings from
cost reduction actions in prior periods, partially offset by material and wage
costs.
10
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Selling,
general and administrative (SG&A) expenses for the 2011 first quarter were
$1,311 million, or 23.7 percent of net sales, compared with $1,134 million, or
23.5 percent, for 2010. The increase of $177 million was largely due
to higher sales volume, acquisitions and higher incentive stock compensation
expense of $18 million. The slight increase in SG&A as a percent
of sales was due to acquisitions, higher incentive stock compensation expense
and wage costs, substantially offset by volume leverage and cost reduction
savings.
Other
deductions, net were $78 million for the 2011 first quarter, a $14 million
decrease from the same period in the prior year, primarily due to lower
rationalization expense, lower acquisition-related costs and prior year losses
on foreign exchange transactions, partially offset by higher amortization
expense on acquired intangible assets. See Notes 5 and 6 for further
details regarding other deductions, net and rationalization costs.
Pretax
earnings from continuing operations of $713 million for 2011 increased $136
million, or 24 percent, compared with $577 million for 2010, primarily due to
higher sales, gross margin improvement and lower expense from other
deductions. Earnings results reflect increases of $76 million in
Industrial Automation and $74 million in Process Management, partially offset by
a decrease of $24 million in Network Power.
Income
taxes were $222 million and $148 million for 2011 and 2010, respectively,
resulting in effective tax rates of 31 percent and 26 percent. The
lower effective tax rate for 2010 reflects a $30 million capital loss tax
benefit resulting from restructuring at a foreign subsidiary. The
effective tax rate for fiscal year 2011 is estimated to be approximately 31
percent.
Earnings
and earnings per share from continuing operations common stockholders were $480
million and $0.63 for the 2011 first quarter, both increases of 15 percent
compared with $417 million and $0.55 for 2010.
Net
earnings common stockholders were $480 million and net earnings per share were
$0.63 for the 2011 first quarter, both increases of 13 percent compared with
$425 million and $0.56 for 2010. Net earnings for 2010 included
earnings from discontinued operations of $8 million related to the divested
Motors and LANDesk businesses.
BUSINESS
SEGMENTS
Following
is an analysis of operating results for the Company’s business segments for the
first quarter ended December 31, 2010, compared with the first quarter ended
December 31, 2009. The Company defines segment earnings as earnings
before interest and taxes.
Process
Management
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,382
|
1,542
|
12
|
%
|
|||||||
Earnings
|
$
|
216
|
290
|
34
|
%
|
|||||||
Margin
|
15.6
|
%
|
18.8
|
%
|
Process
Management first quarter sales increased 12 percent to $1,542 million as all
businesses reported higher sales and earnings due to recovery in the capital
intensive end markets served by this segment. Nearly all businesses
reported strong sales growth, particularly the valves business and measurement
and flow business, as a result of on-going recovery in this segment’s principal
end markets: oil and gas, chemical, power and refining. Underlying
sales increased 13 percent from higher volume, while foreign currency
translation had a 1 percent ($10 million) unfavorable
impact. Underlying sales increased in most regions, including the
United States (18 percent), Asia (11 percent), Canada (51 percent), Latin
America (21 percent) and Middle East/Africa (2 percent), while Europe decreased
1 percent. Earnings increased 34 percent for the period to $290
million and margin increased over 3 percentage points, primarily due to leverage
on higher sales volume, savings from prior period cost reductions, $7 million of
favorable foreign currency transactions versus prior year and material cost
containment, partially offset by increased wage costs.
11
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Industrial
Automation
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
986
|
1,210
|
23
|
%
|
|||||||
Earnings
|
$
|
109
|
185
|
70
|
%
|
|||||||
Margin
|
11.1
|
%
|
15.3
|
%
|
Sales
increased 23 percent to $1,210 million in Industrial Automation for the first
quarter due to recovery in the capital goods markets. Sales increased
in all businesses led by very strong growth in the power generating alternators,
electrical drives, fluid automation and power transmission
businesses. Underlying sales increased 24 percent, foreign currency
translation had an unfavorable impact of 2 percent ($19 million) and the SSB
acquisition added 1 percent ($13 million). The underlying sales
growth reflects an approximate 22 percent from higher volume and an estimated 2
percent from higher selling prices. Underlying sales increased in all
regions, including 24 percent each in the United States, Europe and
Asia. Earnings were $185 million, compared with $109 million in the
prior year and margin increased over 4 percentage points, primarily reflecting
leverage on higher sales volume, lower restructuring costs of $13 million and
savings from prior period cost reductions. Higher material and wage
costs were partially offset by higher selling prices.
Network
Power
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,381
|
1,669
|
21
|
%
|
|||||||
Earnings
|
$
|
206
|
182
|
(12
|
)%
|
|||||||
Margin
|
14.9
|
%
|
10.9
|
%
|
Sales for
Network Power increased 21 percent to $1,669 million for 2011 compared with the
prior year, led by the Avocent and Chloride acquisitions which contributed 15
percent ($217 million), plus underlying sales growth of 6 percent. Currency
translation impact was negligible. Underlying sales growth reflects
approximately 7 percent from higher volume less an estimated 1 percent decline
in pricing as growth was led by strong results in the embedded power and North
American uninterruptible power supply and precision cooling businesses.
Underlying sales increased 9 percent in the United States, 3 percent in Asia, 6
percent in Europe and 35 percent in Middle East/Africa. Earnings of $182 million
decreased 12 percent compared to the prior year along with a 4 percentage point
margin decrease due to increased amortization from the Chloride and Avocent
acquisitions of $25 million (1.5 points) and other Chloride acquisition-related
costs of $15 million (1 point). The other Chloride acquisition-related costs
should be essentially eliminated by the second half of fiscal 2011. Margin was
also impacted by negative price, higher material costs, higher costs to expedite
inventory shipments, and investments made to develop next-generation data center
infrastructure technologies. Pricing programs are being implemented to offset
rising costs.
Climate
Technologies
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
784
|
810
|
3
|
%
|
|||||||
Earnings
|
$
|
114
|
123
|
9
|
%
|
|||||||
Margin
|
14.5
|
%
|
15.2
|
%
|
Climate
Technologies sales increased 3 percent in the first quarter to $810 million,
reflecting a solid sales increase in the compressor business, partially offset
by declines in the temperature controls and temperature sensors
businesses. Strong growth in the refrigeration end market was
partially offset by a modest decline in the U.S. air conditioning market due to
prior year customer inventory build in advance of a refrigerant requirement
change. Sales growth reflects a 4 percent underlying increase from
higher volume and a 1 percent ($4 million) unfavorable impact from foreign
currency translation. Underlying sales increased 12 percent
internationally, including 12
12
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
percent
in Asia and 14 percent in Europe, partially offset by a 3 percent decline in the
United States. Earnings increased 9 percent to $123 million due to
favorable product mix and savings from prior period cost reductions, partially
offset by higher material and wage costs.
Tools
and Storage
Three months ended December 31,
|
2009
|
2010
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
434
|
446
|
3
|
%
|
|||||||
Earnings
|
$
|
81
|
93
|
14
|
%
|
|||||||
Margin
|
18.7
|
%
|
20.8
|
%
|
Tools and
Storage segment sales increased 3 percent to $446 million for 2011, reflecting a
3 percent increase in underlying sales and a negligible impact from foreign
currency translation. Underlying sales growth reflects approximately
3 percent higher volume and an estimated 1 percent from higher selling prices,
partially offset by a more than 1 percent negative impact from outsourcing
freight operations in 2010. The sales increase was led by strong
growth in the tools business, partially offset by a decline in the consumer
storage business due to continued weakness in the U.S. residential construction
markets. Underlying sales increased 2 percent in the United States
and 11 percent internationally. Earnings increased 14 percent to $93
million and margin improved 2 percentage points, reflecting earnings growth in
the tools business which was partially offset by a decline in the consumer
storage business. Margin increased due to savings from prior period
cost reductions and leverage on higher sales volume. Price increases offset
higher material costs.
FINANCIAL
CONDITION
Key
elements of the Company's financial condition for the three months ended
December 31, 2010 as compared to the year ended September 30, 2010 and the three
months ended December 31, 2009 follow:
September 30,
2010
|
December 31,
2010
|
|||||||
Working
capital (in millions)
|
$ | 2,514 | 2,705 | |||||
Current
ratio
|
1.4
to 1
|
1.5
to 1
|
||||||
Total
debt-to-total capital
|
34.1 | % | 33.6 | % | ||||
Net
debt-to-net capital
|
26.2 | % | 26.5 | % | ||||
Interest
coverage ratio
|
11.3 | X | 11.8 | X |
The
Company's interest coverage ratio (earnings from continuing operations before
income taxes plus interest expense, divided by interest expense) was 11.8 times
for the first quarter of 2011, compared with 9.5 times for the prior year
period, primarily due to lower average borrowings and higher earnings in
2011. Despite completing strategic divestitures and spending $3
billion on acquisitions in fiscal 2010 to reposition the business for the
future, the Company’s financial ratios remain very strong.
Cash and
equivalents decreased by $99 million during the 2011 first
quarter. Cash provided by operating activities of $322 million was
down $365 million compared with $687 million in the prior year period, primarily
as a result of increased operating working capital. As the business
shifts from slowing in the prior year, reinvestment in working capital is
necessary to support the return to growth and we expect to improve working
capital efficiency as the year progresses. Operating cash flow plus
the $116 million increase in short-term borrowings more than funded dividends of
$261 million, capital expenditures of $82 million and treasury stock purchases
of $51 million. For the three months ended December 31, 2010, free
cash flow of $240 million (operating cash flow of $322 million less capital
expenditures of $82 million) was down 60 percent from free cash flow of $598
million (operating cash flow of $687 million less capital expenditures of $89
million) in the prior year.
13
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
In
December 2010, the Company entered into a $2.75 billion four-year revolving
backup credit facility with various banks, which replaced a $2.83 billion
five-year revolving credit facility dated April 2006. The facility is
maintained to support general corporate purposes, including commercial paper
borrowings, and the Company has not incurred any borrowings under this or
similar facilities previously. The credit facility contains no
financial covenants and is not subject to termination based on a change in
credit rating or material adverse changes. The facility is unsecured
and may be accessed under various interest rate and currency denomination
alternatives at the Company’s option. Emerson pays inconsequential annual
fees on the facility, based on the aggregate amount available for
borrowing.
Emerson
maintains a conservative financial structure which provides the strength and
flexibility necessary to achieve its strategic objectives. The
Company has been able to readily meet all its funding requirements and currently
believes that sufficient funds will be available to meet the Company’s needs in
the foreseeable future through on-going operations, existing resources, short-
and long-term debt capacity or backup credit lines. These resources
will allow Emerson to reinvest in existing businesses, pursue strategic
acquisitions and manage its capital structure on a short- and long-term
basis.
FISCAL
2011 OUTLOOK
Based on
current economic conditions and the Company’s performance in the first quarter,
fiscal 2011 sales are forecast to be in the range of $24 billion to $24.5
billion, or 14 to 17 percent compared with 2010 sales of $21.0 billion.
Underlying sales are expected to increase in the range of 10 percent to 13
percent, which excludes estimated favorable increases of 3 percent from
completed acquisitions and 1 percent from foreign currency translation at
current exchange rates. Based on this level of sales, the Company forecasts 2011
diluted earnings per share in the range of $3.15 to $3.30, rationalization of
operations expense is estimated to be approximately $80 million to $100 million,
operating cash flow is targeted at approximately $3.3 billion to $3.5 billion
and capital expenditures are estimated at approximately $600
million.
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, 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 Exhibit 13, to the Company's Annual Report on Form 10-K for the year ended
September 30, 2010, which are hereby incorporated by reference.
Item
4. Controls and Procedures
Emerson
maintains a system of disclosure controls and procedures which are designed to
ensure that information required to be disclosed by the Company in the reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and is accumulated and communicated to management,
including the Company’s certifying officers, as appropriate to allow timely
decisions regarding required disclosure. Based on an evaluation
performed, the Company's certifying officers have concluded that the disclosure
controls and procedures were effective as of December 31, 2010 to provide
reasonable assurance of the achievement of these objectives.
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
quarter ended December
31, 2010 that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial
reporting.
14
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
PART
II. OTHER INFORMATION
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)
Issuer Purchases of Equity Securities.
Period
|
Total Number of
Shares
Purchased (000s)
|
Average Price
Paid per
Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs (000s)
|
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs (000s)
|
||||||||||||
October
2010
|
315 | $ | 53.83 | 315 | 49,000 | |||||||||||
November
2010
|
315 | $ | 55.48 | 315 | 48,685 | |||||||||||
December
2010
|
330 | $ | 57.41 | 330 | 48,355 | |||||||||||
Total
|
960 | $ | 55.60 | 960 | 48,355 |
The
Company’s Board of Directors authorized the repurchase of up to 80 million
shares under the May 2008 program.
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 November 2, 2010, incorporated
by reference to Emerson Electric Co. Form 8-K dated November 2, 2010 and
filed November 5, 2010, Exhibit 3.1.
|
|
10.1
|
Credit
Agreement dated as of December 16, 2010, incorporated by reference to
Emerson Electric Co. Form 8-K dated December 16, 2010 and filed December
17, 2010, Exhibit 10.1.
|
|
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, 2009 and 2010, (ii)
Consolidated Balance Sheets at September 30, 2010 and December 31, 2010,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2009 and 2010, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2010. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
|
15
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.
|
|||
Date:
February 2, 2011
|
By
|
/s/ Frank J. Dellaquila
|
|
Frank
J. Dellaquila
|
|||
Senior
Vice President and Chief Financial Officer
|
|||
(on
behalf of the registrant and as Chief Financial Officer)
|
INDEX
TO EXHIBITS
Exhibit No.
|
Exhibit
|
|
3.1
|
Bylaws
of Emerson Electric Co., as amended through November 2, 2010, incorporated
by reference to Emerson Electric Co. Form 8-K dated November 2, 2010 and
filed November 5, 2010, Exhibit 3.1.
|
|
10.1
|
Credit
Agreement dated as of December 16, 2010, incorporated by reference to
Emerson Electric Co. Form 8-K dated December 16, 2010 and filed December
17, 2010, Exhibit 10.1.
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12
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Ratio
of Earnings to Fixed Charges.
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31
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Certifications
pursuant to Exchange Act Rule 13a-14(a).
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32
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Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
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101
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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, 2009 and 2010, (ii)
Consolidated Balance Sheets at September 30, 2010 and December 31, 2010,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2009 and 2010, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2010. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
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16