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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 March 31, 2023
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)
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Missouri |
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43-0259330 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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8000 W. Florissant Ave. |
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P.O. Box 4100 |
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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:
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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 |
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NYSE Chicago |
0.375% Notes due 2024 |
EMR 24 |
New York Stock Exchange |
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.
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Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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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 March 31,
2023:
571.5
million shares.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings
EMERSON ELECTRIC CO. & SUBSIDIARIES
Three and six months ended March 31, 2022 and
2023
(Dollars in millions, except per share amounts;
unaudited)
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Three Months Ended
March 31, |
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Six Months Ended
March 31, |
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2022 |
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2023 |
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2022 |
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2023 |
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Net sales |
$ |
3,291 |
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3,756 |
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6,447 |
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7,129 |
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Cost of sales |
1,815 |
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1,955 |
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3,556 |
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3,708 |
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Selling, general and administrative expenses |
888 |
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1,000 |
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1,737 |
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2,030 |
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Gain on subordinated interest |
— |
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— |
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(453) |
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— |
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Other deductions, net |
28 |
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109 |
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66 |
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229 |
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Interest expense (net of interest income of $4, $18, $7 and
$38, respectively)
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51 |
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53 |
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90 |
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101 |
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Earnings from continuing operations before income taxes |
509 |
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639 |
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1,451 |
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1,061 |
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Income taxes |
80 |
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134 |
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276 |
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232 |
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Earnings from continuing operations |
429 |
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505 |
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1,175 |
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829 |
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Discontinued operations, net of tax: $56, $39, $140 and $1,005,
respectively
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246 |
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265 |
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395 |
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2,267 |
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Net earnings |
675 |
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770 |
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1,570 |
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3,096 |
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Less: Noncontrolling interests in subsidiaries |
1 |
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(22) |
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— |
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(27) |
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Net earnings common stockholders |
$ |
674 |
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792 |
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1,570 |
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3,123 |
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Earnings common stockholders: |
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|
|
|
|
|
Earnings from continuing operations |
428 |
|
|
530 |
|
|
1,174 |
|
|
859 |
|
Discontinued operations |
246 |
|
|
262 |
|
|
396 |
|
|
2,264 |
|
Net earnings common stockholders |
$ |
674 |
|
|
792 |
|
|
1,570 |
|
|
3,123 |
|
|
|
|
|
|
|
|
|
Basic earnings per share common stockholders: |
|
|
|
|
|
|
|
Earnings from continuing
operations |
$ |
0.72 |
|
|
0.93 |
|
|
1.97 |
|
|
1.49 |
|
Discontinued operations |
0.41 |
|
|
0.46 |
|
|
0.67 |
|
|
3.92 |
|
Basic earnings per common share |
$ |
1.13 |
|
|
1.39 |
|
|
2.64 |
|
|
5.41 |
|
|
|
|
|
|
|
|
|
Diluted earnings per share common stockholders: |
|
|
|
|
|
|
|
Earnings from continuing operations |
$ |
0.72 |
|
|
0.92 |
|
|
1.96 |
|
|
1.48 |
|
Discontinued operations |
0.41 |
|
|
0.46 |
|
|
0.67 |
|
|
3.90 |
|
Diluted earnings per common share |
$ |
1.13 |
|
|
1.38 |
|
|
2.63 |
|
|
5.38 |
|
|
|
|
|
|
|
|
|
Weighted average outstanding shares: |
|
|
|
|
|
|
|
Basic |
593.3 |
|
|
570.9 |
|
|
593.9 |
|
|
577.2 |
|
Diluted |
596.5 |
|
|
573.6 |
|
|
597.3 |
|
|
580.1 |
|
See
accompanying Notes to Consolidated Financial
Statements.
Consolidated Statements of Comprehensive Income
EMERSON ELECTRIC CO. & SUBSIDIARIES
Three and six months ended March 31, 2022 and
2023
(Dollars in millions; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
2022 |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net earnings |
$ |
675 |
|
|
770 |
|
|
|
1,570 |
|
|
|
3,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
(60) |
|
|
110 |
|
|
|
(132) |
|
|
|
351 |
|
Pension and postretirement |
18 |
|
|
(17) |
|
|
|
36 |
|
|
|
(33) |
|
Cash flow hedges |
6 |
|
|
13 |
|
|
|
10 |
|
|
|
23 |
|
Total other
comprehensive income (loss) |
(36) |
|
|
106 |
|
|
|
(86) |
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
639 |
|
|
876 |
|
|
|
1,484 |
|
|
|
3,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Noncontrolling interests in subsidiaries |
— |
|
|
(23) |
|
|
|
(1) |
|
|
|
(23) |
|
Comprehensive income common stockholders |
$ |
639 |
|
|
899 |
|
|
|
1,485 |
|
|
|
3,460 |
|
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, 2022 |
|
Mar 31, 2023 |
ASSETS |
|
|
|
Current assets |
|
|
|
Cash and equivalents |
$ |
1,804 |
|
|
2,046 |
|
Receivables, less allowances of $100 and $102,
respectively
|
2,261 |
|
|
2,330 |
|
Inventories |
1,742 |
|
|
2,034 |
|
Other current assets |
1,301 |
|
|
1,228 |
|
Current assets held-for-sale |
1,398 |
|
|
1,347 |
|
Total current assets |
8,506 |
|
|
8,985 |
|
|
|
|
|
Property, plant and equipment, net |
2,239 |
|
|
2,263 |
|
Other assets |
|
|
|
Goodwill |
13,946 |
|
|
14,097 |
|
Other intangible assets |
6,572 |
|
|
6,299 |
|
Other |
2,151 |
|
|
2,265 |
|
Noncurrent assets held-for-sale |
2,258 |
|
|
2,238 |
|
Total other assets |
24,927 |
|
|
24,899 |
|
Total assets |
$ |
35,672 |
|
|
36,147 |
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
Current liabilities |
|
|
|
Short-term borrowings and current maturities of long-term
debt |
$ |
2,115 |
|
|
1,959 |
|
Accounts payable |
1,276 |
|
|
1,207 |
|
Accrued expenses |
3,038 |
|
|
3,245 |
|
|
|
|
|
Current liabilities held-for-sale |
1,348 |
|
|
1,138 |
|
Total current liabilities |
7,777 |
|
|
7,549 |
|
|
|
|
|
Long-term debt |
8,259 |
|
|
8,174 |
|
|
|
|
|
Other liabilities |
3,153 |
|
|
2,928 |
|
|
|
|
|
Noncurrent liabilities held-for-sale |
167 |
|
|
149 |
|
|
|
|
|
Equity |
|
|
|
Common stock, $0.50 par value; authorized, 1,200.0 shares; issued,
953.4 shares; outstanding, 591.4 shares and 571.5 shares,
respectively
|
477 |
|
|
477 |
|
Additional paid-in-capital |
57 |
|
|
138 |
|
Retained earnings |
28,053 |
|
|
30,571 |
|
Accumulated other comprehensive income (loss) |
(1,485) |
|
|
(1,148) |
|
Cost of common stock in treasury, 362.0 shares and 381.9 shares,
respectively
|
(16,738) |
|
|
(18,678) |
|
Common stockholders’ equity |
10,364 |
|
|
11,360 |
|
Noncontrolling interests in subsidiaries |
5,952 |
|
|
5,987 |
|
Total equity |
16,316 |
|
|
17,347 |
|
Total liabilities and equity |
$ |
35,672 |
|
|
36,147 |
|
See accompanying Notes to Consolidated Financial
Statements.
Consolidated Statements of Equity
EMERSON ELECTRIC CO. & SUBSIDIARIES
Three and six months ended March 31, 2022 and
2023
(Dollars in millions; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
Common stock |
$ |
477 |
|
|
477 |
|
|
477 |
|
|
477 |
|
|
|
|
|
|
|
|
|
Additional paid-in-capital |
|
|
|
|
|
|
|
Beginning balance |
564 |
|
|
112 |
|
|
522 |
|
|
57 |
|
Stock plans |
15 |
|
|
26 |
|
|
57 |
|
|
81 |
|
|
|
|
|
|
|
|
|
Ending
balance |
579 |
|
|
138 |
|
|
579 |
|
|
138 |
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
|
|
|
|
|
Beginning balance |
26,636 |
|
|
30,076 |
|
|
26,047 |
|
|
28,053 |
|
Net earnings common
stockholders |
674 |
|
|
792 |
|
|
1,570 |
|
|
3,123 |
|
Dividends paid (per share: $0.515, $0.52 $1.03 and $1.04,
respectively)
|
(307) |
|
|
(297) |
|
|
(614) |
|
|
(605) |
|
|
|
|
|
|
|
|
|
Ending
balance |
27,003 |
|
|
30,571 |
|
|
27,003 |
|
|
30,571 |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
Beginning balance |
(922) |
|
|
(1,255) |
|
|
(872) |
|
|
(1,485) |
|
Foreign currency
translation |
(59) |
|
|
111 |
|
|
(131) |
|
|
347 |
|
Pension and
postretirement |
18 |
|
|
(17) |
|
|
36 |
|
|
(33) |
|
Cash flow hedges |
6 |
|
|
13 |
|
|
10 |
|
|
23 |
|
Ending
balance |
(957) |
|
|
(1,148) |
|
|
(957) |
|
|
(1,148) |
|
|
|
|
|
|
|
|
|
Treasury stock |
|
|
|
|
|
|
|
Beginning balance |
(16,506) |
|
|
(18,683) |
|
|
(16,291) |
|
|
(16,738) |
|
Purchases |
(27) |
|
|
— |
|
|
(285) |
|
|
(2,000) |
|
Issued under stock plans |
6 |
|
|
5 |
|
|
49 |
|
|
60 |
|
Ending
balance |
(16,527) |
|
|
(18,678) |
|
|
(16,527) |
|
|
(18,678) |
|
|
|
|
|
|
|
|
|
Common stockholders' equity |
10,575 |
|
|
11,360 |
|
|
10,575 |
|
|
11,360 |
|
|
|
|
|
|
|
|
|
Noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
Beginning balance |
39 |
|
|
5,987 |
|
|
40 |
|
|
5,952 |
|
Net earnings |
1 |
|
|
(22) |
|
|
— |
|
|
(27) |
|
Stock plans |
— |
|
|
23 |
|
|
— |
|
|
58 |
|
Other comprehensive
income |
(1) |
|
|
(1) |
|
|
(1) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
balance |
39 |
|
|
5,987 |
|
|
39 |
|
|
5,987 |
|
|
|
|
|
|
|
|
|
Total equity |
$ |
10,614 |
|
|
17,347 |
|
|
10,614 |
|
|
17,347 |
|
See accompanying Notes to Consolidated Financial
Statements.
Consolidated Statements of Cash Flows
EMERSON ELECTRIC CO. & SUBSIDIARIES
Six Months Ended March 31, 2022 and 2023
(Dollars in millions; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
March 31, |
|
|
2022 |
|
|
2023 |
|
Operating activities |
|
|
|
|
Net earnings |
|
$ |
1,570 |
|
|
3,096 |
|
Earnings from discontinued operations, net of tax |
|
(395) |
|
|
(2,267) |
|
Adjustments to reconcile net earnings to net cash provided by
operating activities: |
|
|
|
|
Depreciation and
amortization |
|
349 |
|
|
523 |
|
Stock
compensation |
|
77 |
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
Changes in
operating working capital |
|
(298) |
|
|
(390) |
|
Gain on
subordinated interest |
|
(453) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Other,
net |
|
(94) |
|
|
(227) |
|
Cash
from continuing operations |
|
756 |
|
|
877 |
|
Cash
from discontinued operations |
|
209 |
|
|
(391) |
|
Cash
provided by operating activities |
|
965 |
|
|
486 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Capital expenditures |
|
(140) |
|
|
(121) |
|
Purchases of businesses, net of cash and equivalents
acquired |
|
(35) |
|
|
— |
|
|
|
|
|
|
Proceeds from subordinated interest |
|
438 |
|
|
15 |
|
Other, net |
|
(16) |
|
|
(76) |
|
Cash from continuing operations |
|
247 |
|
|
(182) |
|
Cash from discontinued
operations |
|
(88) |
|
|
2,916 |
|
Cash provided by investing
activities |
|
159 |
|
|
2,734 |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Net increase (decrease) in short-term borrowings |
|
871 |
|
|
(31) |
|
Proceeds from short-term borrowings greater than three
months |
|
1,040 |
|
|
395 |
|
|
|
|
|
|
Proceeds from long-term debt |
|
2,975 |
|
|
— |
|
Payments of long-term debt |
|
(504) |
|
|
(742) |
|
Dividends paid |
|
(613) |
|
|
(603) |
|
Purchases of common stock |
|
(285) |
|
|
(2,000) |
|
Other, net |
|
15 |
|
|
(55) |
|
Cash provided by (used in) financing
activities |
|
3,499 |
|
|
(3,036) |
|
|
|
|
|
|
Effect of exchange rate changes on cash and equivalents |
|
(48) |
|
|
58 |
|
Increase in cash and equivalents |
|
4,575 |
|
|
242 |
|
Beginning cash and equivalents |
|
2,354 |
|
|
1,804 |
|
Ending cash and equivalents |
|
$ |
6,929 |
|
|
2,046 |
|
|
|
|
|
|
Changes in operating working capital |
|
|
|
|
Receivables |
|
$ |
45 |
|
|
(63) |
|
Inventories |
|
(262) |
|
|
(219) |
|
Other current assets |
|
(10) |
|
|
22 |
|
Accounts payable |
|
(4) |
|
|
(98) |
|
Accrued expenses |
|
(67) |
|
|
(32) |
|
|
|
|
|
|
Total changes in operating working capital |
|
$ |
(298) |
|
|
(390) |
|
See accompanying Notes to Consolidated Financial
Statements.
Notes to Consolidated Financial Statements
EMERSON ELECTRIC CO. & SUBSIDIARIES
(Dollars and shares in millions, except per share amounts or where
noted)
(1) BASIS OF PRESENTATION
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, 2022.
Over the past two years, Emerson Electric Co. ("Emerson" or the
"Company") has taken significant actions to accelerate the
transformation of its portfolio through the completion of strategic
acquisitions and divestitures of non-core businesses. The Company's
recent portfolio actions include the combination of its industrial
software businesses with Aspen Technology, Inc., with the Company
owning 55 percent of the outstanding shares of the combined entity
on a fully diluted basis upon closing of the transaction on May 16,
2022, the sale of its Therm-O-Disc business, which was completed on
May 31, 2022, the sale of its InSinkErator business, which was
completed on October 31, 2022, the sale of a majority stake in its
Climate Technologies business, which was announced on October 31,
2022, and is expected to close in the Company's third quarter of
fiscal 2023, subject to regulatory approvals and customary closing
conditions, and the pending acquisition of National Instruments
Corporation ("NI"), which was announced on April 12, 2023, and is
expected to close in the first half of Emerson’s fiscal 2024,
subject to the completion of customary closing conditions,
including regulatory approvals and approval by NI
shareholders.
Certain prior year amounts have been reclassified to conform to the
current year presentation. This includes reporting financial
results for Climate Technologies, InSinkErator and Therm-O-Disc as
discontinued operations for all periods presented, and the assets
and liabilities of Climate Technologies and InSinkErator (prior to
completion of the divestiture) as held-for-sale (see Note 5). In
addition, as a result of its portfolio transformation, the Company
now reports six segments and two business groups (see Note
13).
(2) REVENUE RECOGNITION
Emerson is a global manufacturer that combines technology and
engineering to provide innovative solutions to its customers,
largely in the form of tangible products. The vast majority of the
Company's revenues relate to a broad offering of manufactured
products which are recognized at the point in time when control
transfers, while a smaller portion is recognized over time or
relates to sales arrangements with multiple performance
obligations. See Note 13 for additional information about the
Company's revenues.
The following table summarizes the balances of the Company's
unbilled receivables (contract assets), which are reported in Other
assets (current and noncurrent), and its customer advances
(contract liabilities), which are reported in Accrued expenses and
Other liabilities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept 30, 2022 |
|
Mar 31, 2023 |
Unbilled receivables (contract assets) |
|
$ |
1,390 |
|
|
|
1,342 |
|
Customer advances (contract liabilities) |
|
(776) |
|
|
|
(975) |
|
Net contract assets
(liabilities) |
|
$ |
614 |
|
|
|
367 |
|
The majority of the Company's contract balances relate to (1)
arrangements where revenue is recognized over time and payments
from customers are made according to a contractual billing
schedule, and (2) revenue from term software
license
arrangements sold by AspenTech where the license revenue is
recognized upfront upon delivery. The decrease in net contract
assets was due to customer billings exceeding revenue recognized
for performance completed during the period. Revenue recognized for
the three and six months ended March 31, 2023 included $106
and $441, respectively, that was included in the beginning contract
liability balance. Other factors that impacted the change in net
contract assets were immaterial. Revenue recognized for the three
and six months ended March 31,
2023 for performance obligations that were satisfied in previous
periods, including cumulative catchup adjustments on the Company's
long-term contracts, was not material.
As of March 31, 2023, the Company's backlog relating to
unsatisfied (or partially unsatisfied) performance obligations in
contracts with its customers was approximately $8.1 billion (of
which,$1.2 billion was attributable to
AspenTech).
The Company expects to recognize approximately
80 percent of its
remaining performance obligations as revenue over the next 12
months, with the remainder substantially over the following two
years.
(3) COMMON SHARES AND SHARE-BASED COMPENSATION
Reconciliations of weighted-average shares for basic and diluted
earnings per common share follow. Earnings allocated to
participating securities were inconsequential.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
Basic shares outstanding |
593.3 |
|
|
570.9 |
|
|
593.9 |
|
|
577.2 |
|
Dilutive shares |
3.2 |
|
|
2.7 |
|
|
3.4 |
|
|
2.9 |
|
Diluted shares outstanding |
596.5 |
|
|
573.6 |
|
|
597.3 |
|
|
580.1 |
|
(4) ACQUISITIONS AND DIVESTITURES
Aspen Technology
On May 16, 2022, the Company
completed the transactions contemplated by its definitive agreement
with Aspen Technology, Inc. ("Heritage AspenTech") to contribute
two of Emerson's stand-alone industrial software businesses, Open
Systems International, Inc. and the Geological Simulation Software
business (collectively,
the “Emerson Industrial Software Business”),
along with approximately $6.0 billion in cash to Heritage
AspenTech stockholders, to create "New AspenTech", a diversified,
high-performance industrial software leader with greater scale,
capabilities and technologies (hereinafter referred to as
"AspenTech"). Upon closing of the transaction, Emerson owned 55
percent
of the outstanding shares of AspenTech common stock (on a fully
diluted basis) and former Heritage AspenTech stockholders owned the
remaining outstanding shares of AspenTech common stock. AspenTech
and its subsidiaries now operate under Heritage AspenTech’s
previous name “Aspen Technology, Inc.” and AspenTech common stock
is traded on NASDAQ under AspenTech’s previous stock ticker symbol
“AZPN.”
The business combination has been accounted for using the
acquisition method of accounting with Emerson considered the
accounting acquirer of Heritage AspenTech. The net assets of
Heritage AspenTech were recorded at their estimated fair value and
for the Emerson Industrial Software Business continue at their
historical basis. The Company recorded a noncontrolling interest of
$5.9 billion for the 45 percent ownership interest of former
Heritage AspenTech stockholders in AspenTech. The noncontrolling
interest associated with the Heritage AspenTech acquired net assets
was recorded at fair value determined using the closing market
price per share of Heritage AspenTech as of May 16, 2022, while the
portion attributable to the Emerson Industrial Software business
was recorded at its historical carrying amount. The impact of
recognizing the noncontrolling interest in the Emerson Industrial
Software Business resulted in a decrease to additional
paid-in-capital of $550.
The following table summarizes the components of the purchase
consideration reflected in the acquisition accounting using
Heritage AspenTech's shares outstanding and closing market price
per share as of May 16, 2022 (in millions except share and per
share data):
|
|
|
|
|
|
|
|
|
Heritage AspenTech shares outstanding |
|
66,662,482 |
|
Heritage AspenTech share price |
|
$ |
166.30 |
|
Purchase price |
|
$ |
11,086 |
|
Value of stock-based compensation awards attributable to
pre-combination service |
|
102 |
|
Total purchase consideration |
|
$ |
11,188 |
|
The total purchase consideration for Heritage AspenTech was
allocated to assets and liabilities as follows.
|
|
|
|
|
|
|
|
|
Cash and equivalents |
|
$ |
274 |
|
Receivables |
|
43 |
|
Other current assets |
|
280 |
|
Property, plant equipment |
|
4 |
|
Goodwill ($34 expected to be tax-deductible)
|
|
7,225 |
|
Other intangible assets |
|
4,390 |
|
Other assets |
|
513 |
|
Total assets |
|
12,729 |
|
|
|
|
Short-term borrowings |
|
27 |
|
Accounts payable |
|
8 |
|
Accrued expenses |
|
115 |
|
Long-term debt |
|
255 |
|
Deferred taxes and other liabilities |
|
1,136 |
|
Total purchase consideration |
|
$ |
11,188 |
|
Emerson's cash contribution of
approximately $6.0 billion was paid out at approximately
$87.69 per share (on a fully diluted basis) to holders of issued
and outstanding shares of Heritage AspenTech common stock as of the
closing of the transactions, with $168 of cash remaining on
AspenTech's balance sheet as of the closing which is not included
in the allocation of purchase consideration above.
The estimated intangible assets attributable to the transaction are
comprised of the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Estimated Weighted Average Life (Years) |
Developed technology |
|
$ |
1,350 |
|
|
10 |
Customer relationships |
|
2,300 |
|
|
15 |
Trade names |
|
430 |
|
|
Indefinite-lived |
Backlog |
|
310 |
|
|
3 |
Total |
|
$ |
4,390 |
|
|
|
Results of operations for the three and six months ended March 31,
2023 attributable to the Heritage AspenTech acquisition include
sales of $151 and $319, respectively, while the impact to GAAP net
earnings was not material.
Pro Forma Financial Information
The following unaudited proforma consolidated condensed financial
results of operations are presented as if the acquisition of
Heritage AspenTech occurred on October
1, 2020. The pro forma information is presented for informational
purposes only and is not indicative of the results of operations
that would have been achieved had the acquisition occurred as of
that time ($ in millions, except per share amounts).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
2022 |
|
|
|
|
|
|
2022 |
|
|
Net Sales |
|
$ |
3,478 |
|
|
|
|
|
|
$ |
6,806 |
|
|
Net earnings from continuing operations common
stockholders |
|
$ |
423 |
|
|
|
|
|
|
$ |
1,158 |
|
|
Diluted earnings per share from continuing operations |
|
$ |
0.71 |
|
|
|
|
|
|
$ |
1.94 |
|
|
The pro forma results for the six months ended March 31, 2022
include $44 of transaction costs which were assumed to be incurred
in the first fiscal quarter of 2021.
Of these transaction costs, $7 and $30 were included in the
Company's reported results for the three and six months ended March
31, 2022, respectively, but have been excluded from the fiscal 2022
pro forma results above. In addition, Heritage AspenTech incurred
$68 of transaction costs prior to the completion of the acquisition
that were not included in Emerson's reported results.
The pro forma results for the three and six months ended
March 31, 2022 include estimated interest
expense
of $19 and $56, respectively,
related to the issuance of $3 billion of term debt and increased
commercial paper borrowings to fund the acquisition.
Other Transactions
On April 12, 2023, Emerson announced an agreement to acquire
National Instruments Corporation ("NI") for $60 per share in cash
at an equity value of $8.2 billion. The effective price per share
is $59.61 considering shares previously acquired by Emerson, see
Note 11. NI, which provides software-connected automated test and
measurement systems that enable enterprises to bring products to
market faster and at a lower cost, had revenues of $1.66 billion in
2022. The transaction is expected to close in the first half of
Emerson’s fiscal 2024, subject to the completion of customary
closing conditions, including regulatory approvals and approval by
NI shareholders.
On July 27, 2022, AspenTech entered into an agreement to acquire
Micromine, a global leader in design and operational solutions for
the mining industry, for AU$900 (approximately $623 USD based on
exchange rates when the transaction was announced). The closing of
the acquisition is subject to regulatory approval.
On March 31, 2023, Emerson completed the divestiture of Metran, its
Russia-based manufacturing subsidiary. In the first quarter of
fiscal 2023, the Company recognized a pretax loss of $47 in Other
deductions ($47 after-tax, in total $0.08 per share) related to its
exit of business operations in Russia.
In the first quarter of fiscal 2022, the Company received a
distribution of $438 related to its subordinated interest in Vertiv
(in total, a pretax gain of $453 was recognized in the first
quarter, $358 after-tax, $0.60 per share). Based on the terms of
the agreement and the current calculation, the Company could
receive additional distributions of approximately $75 which are
expected to be received over the next
two-to-three
years. However, the distributions are contingent on the timing and
price at which Vertiv shares are sold by the equity holders and
therefore, there can be no assurance as to the amount or timing of
the remaining distributions to the Company.
(5) DISCONTINUED OPERATIONS
In October 2022, the Board of Directors approved the Company's
agreement to sell a majority stake in its Climate Technologies
business (which constitutes the former Climate Technologies
segment, excluding Therm-O-Disc which was divested earlier in
fiscal 2022) to private equity funds managed by Blackstone in a
$14.0 billion transaction. Emerson will receive upfront, pre-tax
cash proceeds of approximately $9.5 billion and a note of $2.25
billion at close (which will accrue 5 percent interest payable in
kind by capitalizing interest), while retaining a 45 percent
non-controlling interest in a new standalone joint venture between
Emerson and Blackstone. The Climate Technologies business, which
includes the Copeland compressor business and the entire portfolio
of products and services across all residential and commercial HVAC
and refrigeration end-markets, had fiscal 2022 net sales of
approximately $5.0 billion and pretax earnings of $1.0 billion. The
transaction is expected to close in the Company's third quarter of
fiscal 2023, subject to regulatory approvals and customary closing
conditions.
On October 31, 2022, the Company completed the divestiture of its
InSinkErator business, which manufactures food waste disposers, to
Whirlpool Corporation for $3.0 billion. This business had net sales
of $630 and pretax earnings of $152 in fiscal 2022. The Company
recognized a pretax gain of $2.8 billion (approximately $2.1
billion after-tax) in the first quarter of fiscal
2023.
On May 31, 2022 the Company completed the divestiture of its
Therm-O-Disc sensing and protection technologies business to an
affiliate of One Rock Capital Partners, LLC. The Company recognized
a pretax gain of $486 ($429 after-tax) in the third fiscal quarter
of 2022.
The financial results of Climate Technologies, InSinkErator ("ISE")
and Therm-O-Disc ("TOD") (through the completion of the
divestitures), are reported as discontinued operations for the
three and six months ended March 31, 2023 and 2022 and were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Climate Technologies |
|
ISE and TOD |
|
|
Total |
|
Three Months Ended March 31, |
|
Three Months Ended March 31, |
|
Three Months Ended March 31, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net sales |
|
$ |
1,255 |
|
|
|
1,245 |
|
|
|
245 |
|
|
|
— |
|
|
|
1,500 |
|
|
|
1,245 |
|
Cost of sales |
|
866 |
|
|
|
782 |
|
|
|
158 |
|
|
|
— |
|
|
|
1,024 |
|
|
|
782 |
|
SG&A |
|
127 |
|
|
|
127 |
|
|
|
34 |
|
|
|
— |
|
|
|
161 |
|
|
|
127 |
|
Gain on sale of business |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3) |
|
|
|
— |
|
|
|
(3) |
|
Other deductions, net |
|
6 |
|
|
|
35 |
|
|
|
7 |
|
|
|
— |
|
|
|
13 |
|
|
|
35 |
|
Earnings before income taxes |
|
256 |
|
|
|
301 |
|
|
|
46 |
|
|
|
3 |
|
|
|
302 |
|
|
|
304 |
|
Income taxes |
|
56 |
|
|
|
39 |
|
|
|
— |
|
|
|
— |
|
|
|
56 |
|
|
|
39 |
|
Earnings, net of tax |
|
$ |
200 |
|
|
|
262 |
|
|
|
46 |
|
|
|
3 |
|
|
|
246 |
|
|
|
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Climate Technologies |
|
ISE and TOD |
|
|
Total |
|
Six Months Ended March 31, |
|
Six Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Net sales |
|
$ |
2,334 |
|
|
|
2,309 |
|
|
|
483 |
|
|
|
49 |
|
|
|
2,817 |
|
|
|
2,358 |
|
Cost of sales |
|
1,628 |
|
|
|
1,484 |
|
|
|
306 |
|
|
|
29 |
|
|
|
1,934 |
|
|
|
1,513 |
|
SG&A |
|
254 |
|
|
|
269 |
|
|
|
69 |
|
|
|
8 |
|
|
|
323 |
|
|
|
277 |
|
Gain on sale of business |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,783) |
|
|
|
— |
|
|
|
(2,783) |
|
Other deductions, net |
|
12 |
|
|
|
67 |
|
|
|
13 |
|
|
|
12 |
|
|
|
25 |
|
|
|
79 |
|
Earnings before income taxes |
|
440 |
|
|
|
489 |
|
|
|
95 |
|
|
|
2,783 |
|
|
|
535 |
|
|
|
3,272 |
|
Income taxes |
|
95 |
|
|
|
352 |
|
|
|
45 |
|
|
|
653 |
|
|
|
140 |
|
|
|
1,005 |
|
Earnings, net of tax |
|
$ |
345 |
|
|
|
137 |
|
|
|
50 |
|
|
|
2,130 |
|
|
|
395 |
|
|
|
2,267 |
|
Climate Technologies' results for the three and six months ended
March 31, 2023 include lower expense of $43 and $70,
respectively, due to ceasing depreciation and amortization upon the
held-for-sale classification. Other deductions, net for Climate
Technologies included $28 and $55 of transaction-related costs for
the three and six months ended March 31, 2023, respectively.
Income taxes for the six months ended March 31, 2023 included
approximately $245 for Climate Technologies subsidiary
restructurings and approximately $660 related to the gain on the
InSinkErator divestiture.
The aggregate carrying amounts of the major classes of assets and
liabilities classified as held-for-sale as of March 31, 2023
and September 30, 2022 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Climate Technologies |
|
ISE |
|
Total |
|
|
Sept. 30, |
|
|
March 31, |
|
|
Sept. 30, |
|
|
March 31, |
|
|
Sept. 30, |
|
|
March 31, |
Assets |
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Receivables |
|
$ |
747 |
|
|
|
780 |
|
|
|
68 |
|
|
|
— |
|
|
|
815 |
|
|
|
780 |
|
Inventories |
|
449 |
|
|
|
505 |
|
|
|
81 |
|
|
|
— |
|
|
|
530 |
|
|
|
505 |
|
Other current assets |
|
49 |
|
|
|
62 |
|
|
|
4 |
|
|
|
— |
|
|
|
53 |
|
|
|
62 |
|
Property, plant & equipment, net |
|
1,122 |
|
|
|
1,171 |
|
|
|
141 |
|
|
|
— |
|
|
|
1,263 |
|
|
|
1,171 |
|
Goodwill |
|
716 |
|
|
|
720 |
|
|
|
2 |
|
|
|
— |
|
|
|
718 |
|
|
|
720 |
|
Other noncurrent assets |
|
265 |
|
|
|
347 |
|
|
|
12 |
|
|
|
— |
|
|
|
277 |
|
|
|
347 |
|
Total assets held-for-sale |
|
$ |
3,348 |
|
|
|
3,585 |
|
|
|
308 |
|
|
|
— |
|
|
|
3,656 |
|
|
|
3,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
752 |
|
|
|
644 |
|
|
|
60 |
|
|
|
— |
|
|
|
812 |
|
|
|
644 |
|
Other current liabilities |
|
475 |
|
|
|
494 |
|
|
|
61 |
|
|
|
— |
|
|
|
536 |
|
|
|
494 |
|
Deferred taxes and other
noncurrent liabilities
|
|
154 |
|
|
|
149 |
|
|
|
13 |
|
|
|
— |
|
|
|
167 |
|
|
|
149 |
|
Total liabilities held-for-sale |
|
$ |
1,381 |
|
|
|
1,287 |
|
|
|
134 |
|
|
|
— |
|
|
|
1,515 |
|
|
|
1,287 |
|
Net cash from operating and investing activities for Climate
Technologies, InSinkErator and Therm-O-Disc for the six months
ended March 31, 2023 and 2022 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Climate Technologies |
|
ISE and TOD |
|
|
Total |
|
Six Months Ended March 31, |
|
Six Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
Cash from operating activities |
|
$ |
234 |
|
|
|
44 |
|
|
|
(25) |
|
|
|
(435) |
|
|
|
209 |
|
|
|
(391) |
|
|
Cash from investing activities |
|
$ |
(69) |
|
|
|
(139) |
|
|
|
(19) |
|
|
|
3,055 |
|
|
|
(88) |
|
|
|
2,916 |
|
|
Cash from operating activities for the six months ended March 31,
2023 reflects approximately $575 of income taxes paid related to
the gain on the InSinkErator divestiture and the Climate
Technologies subsidiary restructurings (the remainder of which is
expected to be paid by the end of fiscal 2023), transaction fees
and unfavorable working capital. Cash from investing activities for
the six months ended March 31, 2023 reflects the proceeds of $3.0
billion
related to the InSinkErator divestiture.
(6)
PENSION & POSTRETIREMENT PLANS
Total periodic pension and postretirement (income) expense is
summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Service cost |
|
$ |
19 |
|
|
|
12 |
|
|
|
$ |
38 |
|
|
|
24 |
|
Interest cost |
|
34 |
|
|
|
54 |
|
|
|
68 |
|
|
|
108 |
|
Expected return on plan assets
|
|
(78) |
|
|
|
(71) |
|
|
|
(156) |
|
|
|
(142) |
|
Net amortization |
|
23 |
|
|
|
(20) |
|
|
|
46 |
|
|
|
(40) |
|
Total |
|
$ |
(2) |
|
|
|
(25) |
|
|
|
$ |
(4) |
|
|
|
(50) |
|
(7) OTHER DEDUCTIONS, NET
Other deductions, net are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles (intellectual property and
customer relationships) |
|
$ |
57 |
|
|
|
119 |
|
|
|
114 |
|
|
|
237 |
|
Restructuring costs |
|
9 |
|
|
|
19 |
|
|
|
15 |
|
|
|
29 |
|
Acquisition/divestiture costs |
|
7 |
|
|
|
10 |
|
|
|
30 |
|
|
|
10 |
|
Foreign currency transaction (gains) losses |
|
(20) |
|
|
|
26 |
|
|
|
(27) |
|
|
|
19 |
|
Investment-related gains & gains from sales of
capital
assets
|
|
— |
|
|
|
(35) |
|
|
|
(15) |
|
|
|
(39) |
|
Russia business exit |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47 |
|
Other |
|
(25) |
|
|
|
(30) |
|
|
|
(51) |
|
|
|
(74) |
|
Total |
|
$ |
28 |
|
|
|
109 |
|
|
|
66 |
|
|
|
229 |
|
Intangibles amortization for the three and six months ended
March 31, 2023 included $64 and $128, respectively, related to
the Heritage AspenTech acquisition. Foreign currency transaction
gains/losses for the three and six months ended March 31, 2023
included a mark-to-market
loss of $14 and a gain of $21, respectively, related to foreign
currency forward contracts entered into by
AspenTech
to mitigate the impact of foreign currency exchange associated with
the Micromine purchase price. The Company recognized a
mark-to-market gain of
$35
for the three months ended March 31, 2023 related to its equity
investment in National Instruments Corporation (see Note 11 for
further information). Other is composed of several items, including
pension expense, litigation costs, provision for bad debt and other
items, none of which is individually significant.
(8) RESTRUCTURING COSTS
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 fiscal 2023 restructuring expense and related costs
to be approximately $90, including costs to complete actions
initiated in the first six months of the year.
Restructuring expense by business segment follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended
March 31, |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Final Control |
|
$ |
3 |
|
|
|
2 |
|
|
|
4 |
|
|
|
1 |
|
|
Measurement & Analytical |
|
4 |
|
|
|
— |
|
|
|
5 |
|
|
|
1 |
|
|
Discrete Automation |
|
1 |
|
|
|
7 |
|
|
|
3 |
|
|
|
8 |
|
|
Safety & Productivity |
|
1 |
|
|
|
2 |
|
|
|
1 |
|
|
|
2 |
|
|
Intelligent Devices |
|
9 |
|
|
|
11 |
|
|
|
13 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
|
— |
|
|
|
5 |
|
|
|
1 |
|
|
|
6 |
|
|
AspenTech |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Software and Control |
|
— |
|
|
|
5 |
|
|
|
1 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
— |
|
|
|
3 |
|
|
|
1 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9 |
|
|
|
19 |
|
|
|
15 |
|
|
|
29 |
|
|
Details of the change in the liability for restructuring costs
during the six months ended March 31, 2023
follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept 30, 2022 |
|
Expense |
|
Utilized/Paid |
|
Mar 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Severance and benefits |
|
$ |
117 |
|
|
|
10 |
|
|
|
21 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
5 |
|
|
|
19 |
|
|
|
21 |
|
|
|
3 |
|
Total |
|
$ |
122 |
|
|
|
29 |
|
|
|
42 |
|
|
|
109 |
|
The tables above do not include $5 and $7 of costs related to
restructuring actions incurred for the three months ended
March 31, 2022 and 2023, respectively, that are required to be
reported in cost of sales and selling, general and administrative
expenses; year-to-date amounts are $13 and $12,
respectively.
(9) TAXES
Income taxes were $134 in the second quarter of fiscal 2023 and $80
in 2022, resulting in effective tax rates of 21 percent and 16
percent, respectively.
The prior year rate included a 6 percentage point net benefit
related to the completion of tax examinations partially offset by
unfavorable discrete tax items.
Income taxes were $232 in the first six of months of fiscal 2023
and $276 in 2022, resulting in effective tax rates of 22 percent
and 19 percent, respectively. The prior year rate included a
3
percentage point benefit related to the completion of tax
examinations.
On March 27, 2020, the CARES Act was enacted in response to the
COVID-19 pandemic, and among other things, provides tax relief to
businesses. Tax
provisions of the CARES Act include the deferral of certain payroll
taxes, relief for retaining employees, and other provisions. The
Company deferred $73 of certain payroll taxes through the end of
calendar year 2020, of which approximately $37 was paid in December
2021
and
the remainder was paid in December 2022.
(10) OTHER FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept 30, 2022 |
|
Mar 31, 2023 |
Inventories |
|
|
|
|
|
Finished products |
|
$ |
417 |
|
|
|
473 |
|
Raw materials and work in process |
|
1,325 |
|
|
|
1,561 |
|
Total |
|
$ |
1,742 |
|
|
|
2,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
Property, plant and equipment, at cost |
|
$ |
5,390 |
|
|
|
5,445 |
|
|
Less: Accumulated depreciation |
|
3,151 |
|
|
|
3,182 |
|
|
Total |
|
$ |
2,239 |
|
|
|
2,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill by business segment |
|
|
|
|
|
|
Final Control |
|
$ |
2,605 |
|
|
|
2,676 |
|
|
Measurement & Analytical |
|
1,112 |
|
|
|
1,190 |
|
|
Discrete Automation |
|
807 |
|
|
|
843 |
|
|
Safety & Productivity |
|
364 |
|
|
|
391 |
|
|
Intelligent Devices |
|
4,888 |
|
|
|
5,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
|
732 |
|
|
|
670 |
|
|
AspenTech |
|
8,326 |
|
|
|
8,327 |
|
|
Software and Control |
|
9,058 |
|
|
|
8,997 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,946 |
|
|
|
14,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets |
|
|
|
Gross carrying amount |
|
$ |
9,671 |
|
|
|
9,800 |
|
Less: Accumulated amortization |
|
3,099 |
|
|
|
3,501 |
|
Net carrying amount |
|
$ |
6,572 |
|
|
|
6,299 |
|
Other intangible assets include customer relationships, net, of
$3,436 and $3,329 and intellectual property, net, of $2,934 and
$2,770 as of September 30, 2022 and March 31, 2023,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
Depreciation and amortization expense include the
following: |
|
|
|
|
|
|
|
Depreciation expense |
$ |
79 |
|
|
72 |
|
|
163 |
|
|
146 |
|
Amortization of intangibles (includes $14, $49, $28 and $98
reported in Cost of Sales, respectively)
|
71 |
|
|
168 |
|
|
142 |
|
|
335 |
|
Amortization of capitalized software |
21 |
|
|
23 |
|
|
44 |
|
|
42 |
|
Total |
$ |
171 |
|
|
263 |
|
|
349 |
|
|
523 |
|
Amortization of intangibles included $99 and $198, related to the
Heritage AspenTech acquisition for the three and six months ended
March 31, 2023, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sept 30, 2022 |
|
Mar 31, 2023 |
Other assets include the following: |
|
|
|
Pension assets |
|
$ |
865 |
|
|
|
933 |
|
Unbilled receivables (contract assets) |
|
428 |
|
|
|
471 |
|
Operating lease right-of-use assets |
|
439 |
|
|
|
436 |
|
Deferred income taxes |
|
85 |
|
|
|
83 |
|
Asbestos-related insurance receivables |
|
68 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses include the following: |
|
|
|
|
|
Customer advances (contract liabilities) |
|
$ |
751 |
|
|
|
940 |
|
Employee compensation |
|
523 |
|
|
|
445 |
|
Income taxes |
|
125 |
|
|
|
390 |
|
Operating lease liabilities (current) |
|
128 |
|
|
|
132 |
|
Product warranty |
|
84 |
|
|
|
91 |
|
The increase in Income taxes was due to remaining income taxes
payable of approximately $330 related to the gain on the
InSinkErator divestiture and subsidiary restructurings at Climate
Technologies, which are expected to be paid by the end of fiscal
2023. See Note 5.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities include the following: |
|
|
|
|
|
Deferred
income taxes |
|
$ |
1,714 |
|
|
|
1,585 |
|
Pension and postretirement liabilities |
|
427 |
|
|
|
440 |
|
Operating lease liabilities (noncurrent) |
|
312 |
|
|
|
305 |
|
Asbestos litigation |
|
205 |
|
|
|
194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) FINANCIAL INSTRUMENTS
Hedging Activities
– As of March 31, 2023, the notional amount of foreign
currency hedge positions was approximately $5.0 billion, and
commodity hedge contracts totaled approximately $136 (primarily 40
million pounds of copper and aluminum). All derivatives receiving
hedge accounting are cash flow hedges. The majority of hedging
gains and losses deferred as of March 31, 2023 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 hedge
accounting.
Net Investment Hedge
– In fiscal 2019, the Company issued euro-denominated debt of €1.5
billion. The euro notes reduce foreign currency risk associated
with the Company's international subsidiaries that use the euro as
their functional currency and have been designated as a hedge of a
portion of the investment in these operations. Foreign currency
gains or losses associated with the euro-denominated debt are
deferred in accumulated other comprehensive income (loss) and will
remain until the hedged investment is sold or substantially
liquidated.
The following gains and losses are included in earnings and other
comprehensive income (OCI) for the three and six months
ended
March 31, 2022 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Into Earnings |
|
Into OCI |
|
|
|
|
2nd Quarter |
|
Six Months |
|
2nd Quarter |
|
Six Months |
Gains (Losses) |
|
Location |
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
Commodity |
|
Cost of sales |
|
$ |
6 |
|
|
(2) |
|
|
13 |
|
|
(10) |
|
|
10 |
|
|
8 |
|
|
23 |
|
|
19 |
|
Foreign currency
|
|
Sales
|
|
— |
|
|
(1) |
|
|
1 |
|
|
(2) |
|
|
(2) |
|
|
(1) |
|
|
(2) |
|
|
3 |
|
Foreign currency
|
|
Cost of sales
|
|
9 |
|
|
10 |
|
|
11 |
|
|
18 |
|
|
14 |
|
|
17 |
|
|
17 |
|
|
14 |
|
Foreign currency
|
|
Other deductions, net
|
|
8 |
|
|
(22) |
|
|
52 |
|
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro denominated debt |
|
|
|
|
|
|
|
|
|
|
|
35 |
|
|
(14) |
|
|
79 |
|
|
(137) |
|
Total |
|
|
|
$ |
23 |
|
|
(15) |
|
|
77 |
|
|
(11) |
|
|
57 |
|
|
10 |
|
|
117 |
|
|
(101) |
|
Regardless of whether derivatives and non-derivative financial
instruments receive hedge accounting, the Company expects hedging
gains or losses to be 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 hedge accounting are highly effective and no amounts were
excluded from the assessment
of hedge effectiveness.
Equity Investment
– The Company has an equity investment in National Instruments
Corporation ("NI"), valued at $117 as of March 31, 2023 (reported
in Other current assets), and recognized a mark-to-market gain of
$35 in the second quarter of fiscal 2023. On April 12, 2023,
Emerson announced an agreement to acquire NI for $60 per share in
cash for the remaining shares not already owned by Emerson. See
Note 4.
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
March 31, 2023, the fair value of long-term debt was $7.2
billion, which was lower than the carrying value by $943. The fair
values of commodity and foreign currency contracts did not
materially change since September 30, 2022. Foreign currency
contracts were reported in Other current assets and Accrued
expenses, while commodity contracts, which primarily relate to
discontinued operations, were reported in Current assets and
liabilities held-for-sale. The fair value of the Company's equity
investment in National Instruments falls within Level 1 and was
based on the most recent quoted closing market price from its
principal exchange for the period ended March 31,
2023.
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
pre-established levels, counterparties can require immediate full
collateralization of all derivatives in net liability positions.
The maximum amount that could potentially have been required was
immaterial. 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
March 31, 2023.
(12) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity in Accumulated other comprehensive income (loss) for the
three and six months ended March 31, 2022 and 2023 is shown
below, net of income taxes:
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
(701) |
|
|
|
(1,029) |
|
|
|
(629) |
|
|
|
(1,265) |
|
Other comprehensive income (loss), net of tax of
$(8), $4, $(18) and $32, respectively
|
|
(59) |
|
|
|
111 |
|
|
|
(131) |
|
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
(760) |
|
|
|
(918) |
|
|
|
(760) |
|
|
|
(918) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and postretirement |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
(241) |
|
|
|
(238) |
|
|
|
(259) |
|
|
|
(222) |
|
Amortization of deferred actuarial losses into earnings, net of tax
of $(5), $3, $(10) and $7, respectively
|
|
18 |
|
|
|
(17) |
|
|
|
36 |
|
|
|
(33) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
(223) |
|
|
|
(255) |
|
|
|
(223) |
|
|
|
(255) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
20 |
|
|
|
12 |
|
|
|
16 |
|
|
|
2 |
|
Gains deferred during the period, net of taxes of $(5), $(6), $(9)
and $(9), respectively
|
|
17 |
|
|
|
18 |
|
|
|
29 |
|
|
|
27 |
|
Reclassification of realized (gains) losses to
sales and cost of sales, net of tax of $4, $2, $6 and $2,
respectively
|
|
(11) |
|
|
|
(5) |
|
|
|
(19) |
|
|
|
(4) |
|
Ending balance |
|
26 |
|
|
|
25 |
|
|
|
26 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
$ |
(957) |
|
|
|
(1,148) |
|
|
|
(957) |
|
|
|
(1,148) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) BUSINESS SEGMENTS
As disclosed in Note 5, the financial results of Climate
Technologies, InSinkErator and Therm-O-Disc are reported as
discontinued operations for all periods presented. As a result of
these portfolio actions, the Company has realigned its business
segments and now reports six segments and two business groups,
which are highlighted in the table below. The Company also
reclassified certain product sales that were previously reported in
Control Systems & Software to Discrete Automation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTELLIGENT DEVICES |
|
SOFTWARE AND CONTROL |
|
|
|
|
|
|
|
•Final
Control
|
|
•Control
Systems & Software
|
|
|
•Measurement
& Analytical
|
|
•AspenTech
|
|
|
•Discrete
Automation
|
|
|
|
|
•Safety
& Productivity
|
|
|
|
|
|
|
|
|
The new segments were previously described as follows: Final
Control was the Valves, Actuators & Regulators product
offering; Measurement & Analytical was the Measurement &
Analytical instrumentation product offering; Discrete Automation
was the Industrial Solutions product offering; Safety &
Productivity was the Tools & Home Products segment, excluding
the divested InSinkErator business; Control Systems & Software
was the Systems & Software product offering; and, AspenTech
remains unchanged. The AspenTech segment was identified in the
third quarter of fiscal 2022 as a result of the Heritage AspenTech
acquisition and reflects the combined results of Heritage AspenTech
and the Emerson Industrial Software Business (see Note 4 for
further details). The results for this new segment include the
historical results of the Emerson Industrial Software Business
(which were previously reported in the Control Systems &
Software segment), while results related to the Heritage AspenTech
business only include periods subsequent to the close of the
transaction. Prior year amounts have been reclassified to conform
to the current year presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
Sales |
|
Earnings |
|
Sales |
|
Earnings |
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Final Control |
$ |
884 |
|
|
992 |
|
|
152 |
|
|
215 |
|
|
1,701 |
|
|
1,854 |
|
|
274 |
|
|
373 |
|
Measurement & Analytical |
769 |
|
|
888 |
|
|
176 |
|
|
229 |
|
|
1,506 |
|
|
1,637 |
|
|
346 |
|
|
404 |
|
Discrete Automation |
644 |
|
|
683 |
|
|
130 |
|
|
133 |
|
|
1,261 |
|
|
1,301 |
|
|
250 |
|
|
254 |
|
Safety & Productivity |
355 |
|
|
361 |
|
|
65 |
|
|
83 |
|
|
706 |
|
|
671 |
|
|
130 |
|
|
146 |
|
Intelligent Devices |
2,652 |
|
|
2,924 |
|
|
523 |
|
|
660 |
|
|
5,174 |
|
|
5,463 |
|
|
1,000 |
|
|
1,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
573 |
|
|
623 |
|
|
101 |
|
|
127 |
|
|
1,143 |
|
|
1,229 |
|
|
217 |
|
|
234 |
|
AspenTech |
84 |
|
|
230 |
|
|
(4) |
|
|
(54) |
|
|
166 |
|
|
473 |
|
|
(6) |
|
|
(87) |
|
Software and Control |
657 |
|
|
853 |
|
|
97 |
|
|
73 |
|
|
1,309 |
|
|
1,702 |
|
|
211 |
|
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation
|
|
|
|
|
(43) |
|
|
(40) |
|
|
|
|
|
|
(77) |
|
|
(142) |
|
Unallocated pension and postretirement costs |
|
|
|
|
25 |
|
|
46 |
|
|
|
|
|
|
51 |
|
|
91 |
|
Corporate and other |
|
|
|
|
(42) |
|
|
(47) |
|
|
|
|
|
|
(97) |
|
|
(111) |
|
Gain on subordinated interest |
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
453 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations/Interest |
(18) |
|
|
(21) |
|
|
(51) |
|
|
(53) |
|
|
(36) |
|
|
(36) |
|
|
(90) |
|
|
(101) |
|
Total |
$ |
3,291 |
|
|
3,756 |
|
|
509 |
|
|
639 |
|
|
6,447 |
|
|
7,129 |
|
|
1,451 |
|
|
1,061 |
|
Depreciation and amortization (includes intellectual property,
customer relationships and capitalized software) by business
segment are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Six Months Ended March 31, |
|
|
2022 |
|
|
2023 |
|
|
|
2022 |
|
|
2023 |
|
Final Control |
|
$ |
50 |
|
|
45 |
|
|
|
103 |
|
|
90 |
|
Measurement & Analytical |
|
30 |
|
|
28 |
|
|
|
61 |
|
|
58 |
|
Discrete Automation |
|
22 |
|
|
22 |
|
|
|
45 |
|
|
43 |
|
Safety & Productivity |
|
14 |
|
|
15 |
|
|
|
29 |
|
|
29 |
|
Intelligent Devices |
|
116 |
|
|
110 |
|
|
|
238 |
|
|
220 |
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
|
22 |
|
|
24 |
|
|
|
47 |
|
|
45 |
|
AspenTech |
|
24 |
|
|
123 |
|
|
|
47 |
|
|
246 |
|
Software and Control |
|
46 |
|
|
147 |
|
|
|
94 |
|
|
291 |
|
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
9 |
|
|
6 |
|
|
|
17 |
|
|
12 |
|
Total |
|
$ |
171 |
|
|
263 |
|
|
|
349 |
|
|
523 |
|
Sales by geographic destination, Americas, Asia, Middle East &
Africa ("AMEA") and Europe, are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Three Months Ended March 31, |
|
2022 |
|
2023 |
|
|
Americas |
|
AMEA |
|
Europe |
|
Total |
|
Americas |
|
AMEA |
|
Europe |
|
Total |
Final Control |
|
$ |
412 |
|
|
337 |
|
|
135 |
|
|
884 |
|
|
494 |
|
|
362 |
|
|
136 |
|
|
992 |
|
Measurement & Analytical |
|
361 |
|
|
295 |
|
|
113 |
|
|
769 |
|
|
455 |
|
|
304 |
|
|
129 |
|
|
888 |
|
Discrete Automation |
|
296 |
|
|
171 |
|
|
177 |
|
|
644 |
|
|
311 |
|
|
184 |
|
|
188 |
|
|
683 |
|
Safety & Productivity |
|
260 |
|
|
17 |
|
|
78 |
|
|
355 |
|
|
272 |
|
|
16 |
|
|
73 |
|
|
361 |
|
Intelligent Devices |
|
1,329 |
|
|
820 |
|
|
503 |
|
|
2,652 |
|
|
1,532 |
|
|
866 |
|
|
526 |
|
|
2,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
|
282 |
|
|
175 |
|
|
116 |
|
|
573 |
|
|
314 |
|
|
186 |
|
|
123 |
|
|
623 |
|
AspenTech |
|
48 |
|
|
19 |
|
|
17 |
|
|
84 |
|
|
114 |
|
|
61 |
|
|
55 |
|
|
230 |
|
Software and Control |
|
330 |
|
|
194 |
|
|
133 |
|
|
657 |
|
|
428 |
|
|
247 |
|
|
178 |
|
|
853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,659 |
|
|
1,014 |
|
|
636 |
|
|
3,309 |
|
|
1,960 |
|
|
1,113 |
|
|
704 |
|
|
3,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, |
|
Six Months Ended March 31, |
|
2022 |
|
2023 |
|
|
Americas |
|
AMEA |
|
Europe |
|
Total |
|
Americas |
|
AMEA |
|
Europe |
|
Total |
Final Control |
|
$ |
764 |
|
|
673 |
|
|
264 |
|
|
1,701 |
|
|
940 |
|
|
670 |
|
|
244 |
|
|
1,854 |
|
Measurement & Analytical |
|
672 |
|
|
591 |
|
|
243 |
|
|
1,506 |
|
|
851 |
|
|
550 |
|
|
236 |
|
|
1,637 |
|
Discrete Automation |
|
570 |
|
|
354 |
|
|
337 |
|
|
1,261 |
|
|
602 |
|
|
359 |
|
|
340 |
|
|
1,301 |
|
Safety & Productivity |
|
530 |
|
|
33 |
|
|
143 |
|
|
706 |
|
|
508 |
|
|
33 |
|
|
130 |
|
|
671 |
|
Intelligent Devices |
|
2,536 |
|
|
1,651 |
|
|
987 |
|
|
5,174 |
|
|
2,901 |
|
|
1,612 |
|
|
950 |
|
|
5,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Systems & Software |
|
550 |
|
|
348 |
|
|
245 |
|
|
1,143 |
|
|
608 |
|
|
371 |
|
|
250 |
|
|
1,229 |
|
AspenTech |
|
102 |
|
|
35 |
|
|
29 |
|
|
166 |
|
|
226 |
|
|
124 |
|
|
123 |
|
|
473 |
|
Software and Control |
|
652 |
|
|
383 |
|
|
274 |
|
|
1,309 |
|
|
834 |
|
|
495 |
|
|
373 |
|
|
1,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,188 |
|
|
2,034 |
|
|
1,261 |
|
|
6,483 |
|
|
3,735 |
|
|
2,107 |
|
|
1,323 |
|
|
7,165 |
|
Items 2 and 3.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
(Dollars are in millions, except per share amounts or where
noted)
OVERVIEW
On April 12, 2023, Emerson announced an agreement to acquire
National Instruments Corporation ("NI") for $60 per share in cash
at an equity value of $8.2 billion. The effective price per share
is $59.61 considering shares previously acquired by Emerson, see
Note 11. NI, which provides software-connected automated test and
measurement systems that enable enterprises to bring products to
market faster and at a lower cost, had revenues of $1.66 billion in
2022. The transaction is expected to close in the first half of
Emerson’s fiscal 2024, subject to the completion of customary
closing conditions, including regulatory approvals and approval by
NI shareholders.
In October 2022, the Board of Directors approved the Company's
agreement to sell a majority stake in its Climate Technologies
business (which constitutes the historical Climate Technologies
segment, excluding Therm-O-Disc which was divested in fiscal 2022)
to private equity funds managed by Blackstone in a $14.0 billion
transaction. The transaction is expected to close in the Company's
third quarter of fiscal 2023, subject to regulatory approvals and
customary closing conditions.
On October 31, 2022, the Company completed the divestiture of its
InSinkErator business, which manufactures food waste disposers, to
Whirlpool Corporation for $3.0
billion,
and the Company recognized a pretax gain
of $2.8 billion (approximately $2.1 billion after-tax) in
the first quarter of fiscal 2023.
Climate Technologies, Therm-O-Disc and InSinkErator are reported
within discontinued operations for all periods presented. See Note
5.
On May 16, 2022, the Company
completed the transactions contemplated by its definitive agreement
with Aspen Technology, Inc. ("Heritage AspenTech") to contribute
two of Emerson's stand-alone industrial software businesses, Open
Systems International, Inc. and the Geological Simulation Software
business, along with approximately $6.0 billion in cash to
Heritage AspenTech stockholders, to create "New AspenTech"
(hereinafter referred to as "AspenTech"). Upon closing of the
transaction, Emerson owned 55 percent
of the outstanding shares of AspenTech common stock (on a fully
diluted basis). See Note 4. Due to the timing of the acquisition in
the prior year, the results for the three and six months ended
March 31, 2022 do not include the results of Heritage
AspenTech.
For the second quarter of fiscal 2023, net sales from continuing
operations were $3.8 billion, up 14 percent compared with the prior
year. Underlying sales, which exclude foreign currency translation,
acquisitions and divestitures, were up 14 percent, while foreign
currency translation had a 3 percent unfavorable impact. The
AspenTech acquisition added 4 percent
and the divestiture of Metran, Emerson's Russia-based manufacturing
subsidiary, deducted 1 percent.
Sales growth was strong across the majority of the Company's
business segments and all geographies were up double
digits.
Earnings from continuing operations attributable to common
stockholders were $530, up 24 percent, and diluted earnings per
share from continuing operations were $0.92, up 28 percent compared
with $0.72 in the prior year. Adjusted diluted earnings per share
from continuing operations were $1.09 compared with $0.87 in the
prior year, reflecting the strong sales growth and operating
performance.
The table below presents the Company's diluted earnings per share
from continuing operations on an adjusted basis to facilitate
period-to-period comparisons and provide additional insight into
the underlying, ongoing operating performance of the Company.
Adjusted diluted earnings per share from continuing operations
excludes intangibles amortization expense, restructuring expense,
first year purchase accounting related items and
transaction-related costs, and certain gains, losses or
impairments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended Mar 31 |
|
|
|
2022 |
|
2023 |
|
|
|
|
|
|
|
Diluted earnings from continuing operations per share |
|
|
|
$ |
0.72 |
|
|
0.92 |
|
|
|
|
|
|
|
|
Amortization of intangibles |
|
|
|
0.09 |
|
|
0.16 |
|
Restructuring and related costs |
|
|
|
0.02 |
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Instruments investment gain |
|
|
|
— |
|
|
(0.05) |
|
Acquisition/divestiture costs |
|
|
|
0.04 |
|
|
0.01 |
|
|
|
|
|
|
|
|
AspenTech Micromine purchase price hedge loss |
|
|
|
— |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings from continuing operations per
share |
|
|
|
$ |
0.87 |
|
|
1.09 |
|
The table below summarizes the changes in adjusted diluted earnings
per share from continuing operations. The items identified below
are discussed throughout MD&A, see further discussion above and
in the Business Segments and Financial Position sections
below.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
Adjusted diluted earnings from continuing operations per share -
Mar 31, 2022
|
|
$ |
0.87 |
|
|
|
|
Operations |
|
0.26 |
|
|
|
|
Stock compensation |
|
0.01 |
|
Foreign currency |
|
(0.03) |
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
(0.06) |
|
|
|
|
|
|
|
Share count |
|
0.04 |
|
|
|
|
Adjusted diluted earnings from continuing operations per share -
Mar 31, 2023
|
|
$ |
1.09 |
|
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31
Following is an analysis of the Company’s operating results for the
second quarter ended March 31, 2022, compared with the second
quarter ended March 31, 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2023 |
|
Change |
(dollars in millions, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
$ |
3,291 |
|
|
3,756 |
|
|
14 |
% |
Gross profit |
$ |
1,476 |
|
|
1,801 |
|
|
22 |
% |
Percent of sales |
44.8 |
% |
|
47.9 |
% |
|
3.1 pts |
|
|
|
|
|
|
SG&A |
$ |
888 |
|
|
1,000 |
|
|
13 |
% |
Percent of sales |
26.9 |
% |
|
26.7 |
% |
|
(0.2) pts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other deductions, net |
$ |
28 |
|
|
109 |
|
|
|
Amortization of intangibles |
$ |
57 |
|
|
119 |
|
|
|
Restructuring costs |
$ |
9 |
|
|
19 |
|
|
|
|
|
|
|
|
|
Interest expense, net |
$ |
51 |
|
|
53 |
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes |
$ |
509 |
|
|
639 |
|
|
25 |
% |
Percent of sales |
15.5 |
% |
|
17.0 |
% |
|
1.5 pts |
Earnings from continuing operations common stockholders |
$ |
428 |
|
|
530 |
|
|
24 |
% |
Percent of sales |
13.0 |
% |
|
14.2 |
% |
|
1.2 pts |
Net earnings common stockholders |
$ |
674 |
|
|
792 |
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS - Earnings from continuing operations |
$ |
0.72 |
|
|
0.92 |
|
|
28 |
% |
Diluted EPS - Net Earnings |
$ |
1.13 |
|
|
1.38 |
|
|
22 |
% |
|
|
|
|
|
|
Net sales for the second quarter of fiscal 2023 were $3.8 billion,
up 14 percent compared with 2022. Intelligent Devices sales were up
10 percent, while Software and Control sales were up 30 percent,
which included the impact of the Heritage AspenTech acquisition.
Underlying sales were up 14 percent
on 9 percent higher volume and 5 percent higher price, while
foreign
currency translation had a
3 percent
negative impact. The Heritage AspenTech acquisition added 4 percent
and the divestiture of Metran, Emerson's Russia-based manufacturing
subsidiary, deducted 1 percent. Underlying sales were up 16 percent
in the U.S. and up 12 percent internationally. The Americas was up
15 percent, Europe was up 14 percent, and Asia, Middle East &
Africa was up 11 percent (China up 7 percent).
Cost of sales for the second quarter of fiscal 2023 were $1,955, an
increase of $140 compared with 2022. Gross margin of 47.9 percent
increased 3.1 percentage points due to favorable price less net
material inflation, the impact of the Heritage AspenTech
acquisition which benefited margins by 0.8
percentage points, and favorable mix.
Selling, general and administrative (SG&A)
expenses
of $1,000 increased $112 and SG&A as a
percent of sales decreased 0.2 percentage points to 26.7
percent
compared with the prior year, reflecting strong operating leverage
on higher sales, partially offset by the Heritage AspenTech
acquisition.
Other deductions, net were $109 in 2023, an increase of $81
compared with the prior year, reflecting
higher intangibles amortization of
$62
primarily related to the Heritage AspenTech acquisition, a
mark-to-market
loss of $14 related to foreign currency forward contracts entered
into by AspenTech
to mitigate the impact of foreign currency exchange associated with
the Micromine purchase price, and an unfavorable impact from
foreign currency transactions of $32, reflecting losses in the
current year compared to gains in the prior year. These items were
partially offset by a mark-to-market gain of $35 on the Company's
equity investment in NI. See Note 7.
Pretax earnings from continuing operations of $639 increased $130,
up 25 percent compared with the prior year, reflecting strong
operating leverage on higher sales. Earnings increased
$137
in Intelligent Devices and decreased $24 in Software and Control
(reflecting the impact of higher intangibles amortization due to
the Heritage AspenTech acquisition), while costs reported at
Corporate decreased $19.
See the Business Segments discussion that follows and Note
13.
Income taxes were $134 in the second quarter of fiscal 2023 and $80
in 2022, resulting in effective tax rates of 21 percent and 16
percent, respectively. The prior year rate included a 6 percentage
point net benefit related to the completion of tax examinations
partially offset by unfavorable discrete tax items.
Earnings from continuing operations attributable to common
stockholders were $530, up 24 percent, and diluted earnings per
share from continuing operations were $0.92, up 28 percent compared
with $0.72 in the prior year. Adjusted diluted earnings per share
from continuing operations were $1.09 compared with $0.87 in the
prior year, reflecting strong operating results. See the analysis
above of
adjusted earnings per share for further details.
Earnings from discontinued operations were $262 ($0.46 per share)
compared to $246 ($0.41 per share) in the prior year. See Note
5.
Net earnings common stockholders in the second quarter of fiscal
2023 were $792, up 18 percent, compared with $674 in the prior
year, and earnings per share were $1.38, up 22 percent, compared
with $1.13 in the prior year.
The table below, which shows results from continuing operations on
an adjusted EBITA basis, is intended to supplement the Company's
discussion of its results of operations herein. The Company defines
adjusted EBITA as earnings from continuing operations excluding
interest expense, net, income taxes, intangibles amortization
expense, restructuring expense, first year purchase accounting
related items and transaction-related costs, and certain gains,
losses or impairments. Adjusted EBITA and adjusted EBITA margin are
measures used by management and may be useful for investors to
evaluate the Company's operational performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended Mar 31 |
2022 |
|
2023 |
|
Change |
|
|
|
|
|
|
Earnings from continuing operations before income taxes |
$ |
509 |
|
|
639 |
|
|
25 |
% |
Percent of sales |
15.5 |
% |
|
17.0 |
% |
|
1.5 pts |
Interest expense, net |
51 |
|
|
53 |
|
|
|
Amortization of intangibles |
71 |
|
|
168 |
|
|
|
Restructuring and related costs |
14 |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Instruments investment
gain |
— |
|
|
(35) |
|
|
|
Acquisition/divestiture costs |
7 |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AspenTech Micromine purchase price hedge
loss |
— |
|
|
14 |
|
|
|
Adjusted EBITA from continuing operations |
$ |
652 |
|
|
875 |
|
|
34 |
% |
Percent of sales |
19.8 |
% |
|
23.3 |
% |
|
3.5 pts |
Business Segments
Following is an analysis of operating results for the Company’s
business segments for the second quarter ended March 31, 2022,
compared with the second quarter ended March 31, 2023. The Company
defines segment earnings as earnings before interest and taxes. See
Note 13 for a discussion of the Company's business
segments.
INTELLIGENT DEVICES
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2023 |
|
Change |
|
FX |
|
Acq/Div |
|
U/L |
|
|
|
|
|
|
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|
|
Sales: |
|
|
|
|
|
|
|
|
|
|
|
Final Control |
$ |
884 |
|
|
992 |
|
|