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)
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63136
(Zip Code)
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Large accelerated filer
ý
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
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|
Three Months Ended March 31,
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Six Months Ended March 31,
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|||||||||
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2011
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|
2012
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|
2011
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|
2012
|
|||||
Net sales
|
$
|
5,854
|
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|
5,919
|
|
|
11,389
|
|
|
11,228
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|
|
|
|
|
|
|
|
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|||||
Costs and expenses:
|
|
|
|
|
|
|
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|||||
Cost of sales
|
3,548
|
|
|
3,583
|
|
|
6,920
|
|
|
6,837
|
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|
Selling, general and administrative expenses
|
1,315
|
|
|
1,359
|
|
|
2,626
|
|
|
2,713
|
|
|
Other deductions, net
|
101
|
|
|
105
|
|
|
179
|
|
|
195
|
|
|
Interest expense (net of interest income of $6, $5, $11 and $9, respectively)
|
57
|
|
|
58
|
|
|
118
|
|
|
116
|
|
|
|
|
|
|
|
|
|
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|||||
Earnings before income taxes
|
833
|
|
|
814
|
|
|
1,546
|
|
|
1,367
|
|
|
|
|
|
|
|
|
|
|
|||||
Income taxes
|
266
|
|
|
258
|
|
|
488
|
|
|
430
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
567
|
|
|
556
|
|
|
1,058
|
|
|
937
|
|
|
|
|
|
|
|
|
|
|
|||||
Less: Noncontrolling interests in earnings of subsidiaries
|
11
|
|
|
11
|
|
|
22
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings common stockholders
|
$
|
556
|
|
|
545
|
|
|
1,036
|
|
|
916
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
Basic earnings per share common stockholders
|
$
|
0.74
|
|
|
0.74
|
|
|
1.37
|
|
|
1.24
|
|
|
|
|
|
|
|
|
|
|||||
Diluted earnings per share common stockholders
|
$
|
0.73
|
|
|
0.74
|
|
|
1.36
|
|
|
1.24
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends per common share
|
$
|
0.35
|
|
|
0.40
|
|
|
0.69
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|
|
0.80
|
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|
Sept 30, 2011
|
|
Mar 31, 2012
|
|||
ASSETS
|
|
|
|
|||
Current assets
|
|
|
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|||
Cash and equivalents
|
$
|
2,052
|
|
|
2,153
|
|
Receivables, less allowances of $104 and $97, respectively
|
4,502
|
|
|
4,319
|
|
|
Inventories
|
2,100
|
|
|
2,402
|
|
|
Other current assets
|
691
|
|
|
670
|
|
|
Total current assets
|
9,345
|
|
|
9,544
|
|
|
|
|
|
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|||
Property, plant and equipment, net
|
3,437
|
|
|
3,449
|
|
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Other assets
|
|
|
|
|
||
Goodwill
|
8,771
|
|
|
8,866
|
|
|
Other intangible assets
|
1,969
|
|
|
1,936
|
|
|
Other
|
339
|
|
|
339
|
|
|
Total other assets
|
11,079
|
|
|
11,141
|
|
|
Total assets
|
$
|
23,861
|
|
|
24,134
|
|
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
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|
Current liabilities
|
|
|
|
|
|
|
Short-term borrowings and current maturities of long-term debt
|
$
|
877
|
|
|
1,828
|
|
Accounts payable
|
2,677
|
|
|
2,419
|
|
|
Accrued expenses
|
2,772
|
|
|
2,500
|
|
|
Income taxes
|
139
|
|
|
178
|
|
|
Total current liabilities
|
6,465
|
|
|
6,925
|
|
|
|
|
|
|
|||
Long-term debt
|
4,324
|
|
|
4,018
|
|
|
|
|
|
|
|||
Other liabilities
|
2,521
|
|
|
2,536
|
|
|
|
|
|
|
|||
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, 738,877,768 shares and 733,605,355 shares, respectively
|
477
|
|
|
477
|
|
|
Additional paid-in capital
|
317
|
|
|
311
|
|
|
Retained earnings
|
17,310
|
|
|
17,638
|
|
|
Accumulated other comprehensive income
|
(562
|
)
|
|
(496
|
)
|
|
Cost of common stock in treasury, 214,476,244 shares and 219,748,657 shares, respectively
|
(7,143
|
)
|
|
(7,419
|
)
|
|
Common stockholders’ equity
|
10,399
|
|
|
10,511
|
|
|
Noncontrolling interests in subsidiaries
|
152
|
|
|
144
|
|
|
Total equity
|
10,551
|
|
|
10,655
|
|
|
Total liabilities and equity
|
$
|
23,861
|
|
|
24,134
|
|
|
Six Months Ended March 31,
|
|||||
|
2011
|
|
2012
|
|||
Operating activities
|
|
|
|
|||
Net earnings
|
$
|
1,058
|
|
|
937
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization
|
435
|
|
|
406
|
|
|
Changes in operating working capital
|
(447
|
)
|
|
(482
|
)
|
|
Other
|
29
|
|
|
35
|
|
|
Net cash provided by operating activities
|
1,075
|
|
|
896
|
|
|
|
|
|
|
|||
Investing activities
|
|
|
|
|||
Capital expenditures
|
(208
|
)
|
|
(287
|
)
|
|
Purchases of businesses, net of cash and equivalents acquired
|
(186
|
)
|
|
(167
|
)
|
|
Other
|
(33
|
)
|
|
(43
|
)
|
|
Net cash used in investing activities
|
(427
|
)
|
|
(497
|
)
|
|
|
|
|
|
|||
Financing activities
|
|
|
|
|||
Net increase in short-term borrowings
|
107
|
|
|
891
|
|
|
Principal payments on long-term debt
|
(54
|
)
|
|
(249
|
)
|
|
Dividends paid
|
(522
|
)
|
|
(588
|
)
|
|
Purchases of treasury stock
|
(176
|
)
|
|
(329
|
)
|
|
Other
|
(33
|
)
|
|
(29
|
)
|
|
Net cash used in financing activities
|
(678
|
)
|
|
(304
|
)
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash and equivalents
|
31
|
|
|
6
|
|
|
Increase in cash and equivalents
|
1
|
|
|
101
|
|
|
Beginning cash and equivalents
|
1,592
|
|
|
2,052
|
|
|
Ending cash and equivalents
|
$
|
1,593
|
|
|
2,153
|
|
|
|
|
|
|||
Changes in operating working capital
|
|
|
|
|||
Receivables
|
$
|
(118
|
)
|
|
187
|
|
Inventories
|
(164
|
)
|
|
(296
|
)
|
|
Other current assets
|
59
|
|
|
(1
|
)
|
|
Accounts payable
|
(9
|
)
|
|
(231
|
)
|
|
Accrued expenses
|
(199
|
)
|
|
(178
|
)
|
|
Income taxes
|
(16
|
)
|
|
37
|
|
|
Total changes in operating working capital
|
$
|
(447
|
)
|
|
(482
|
)
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
1.
|
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles (GAAP). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2011. The former Tools and Storage segment has been renamed Commercial & Residential Solutions; this change had no affect on reported results or the composition of any business segment.
|
2.
|
Reconciliations of weighted average shares for basic and diluted earnings per common share follow (in millions). Earnings allocated to participating securities were inconsequential.
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
||||
Basic shares outstanding
|
752.1
|
|
|
732.7
|
|
|
752.2
|
|
|
733.5
|
|
Dilutive shares
|
5.2
|
|
|
4.1
|
|
|
5.5
|
|
|
4.0
|
|
Diluted shares outstanding
|
757.3
|
|
|
736.8
|
|
|
757.7
|
|
|
737.5
|
|
3.
|
The change in equity for the first six months of 2012 is shown below (in millions):
|
|
Common Stockholders' Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
||||
September 30, 2011
|
$
|
10,399
|
|
|
152
|
|
|
10,551
|
|
Net earnings
|
916
|
|
|
21
|
|
|
937
|
|
|
Other comprehensive income
|
66
|
|
|
(2
|
)
|
|
64
|
|
|
Cash dividends
|
(588
|
)
|
|
(24
|
)
|
|
(612
|
)
|
|
Net treasury stock purchases and other
|
(282
|
)
|
|
(3
|
)
|
|
(285
|
)
|
|
March 31, 2012
|
$
|
10,511
|
|
|
144
|
|
|
10,655
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||
Net earnings
|
$
|
567
|
|
|
556
|
|
|
1,058
|
|
|
937
|
|
Foreign currency translation
|
301
|
|
|
90
|
|
|
281
|
|
|
(6
|
)
|
|
Cash flow hedges and other
|
(17
|
)
|
|
43
|
|
|
(1
|
)
|
|
70
|
|
|
|
851
|
|
|
689
|
|
|
1,338
|
|
|
1,001
|
|
|
Less: Noncontrolling interests
|
13
|
|
|
11
|
|
|
26
|
|
|
19
|
|
|
Amounts attributable to common stockholders
|
$
|
838
|
|
|
678
|
|
|
1,312
|
|
|
982
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
4.
|
Net periodic pension and net postretirement plan expenses are summarized as follows (in millions):
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|||||||||||||||||||||
|
Pension
|
|
Postretirement
|
|
Pension
|
|
Postretirement
|
|||||||||||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||||||
Service cost
|
$
|
20
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|
2
|
|
|
1
|
|
Interest cost
|
56
|
|
|
55
|
|
|
5
|
|
|
4
|
|
|
111
|
|
|
111
|
|
|
9
|
|
|
8
|
|
|
Expected return on plan assets
|
(82
|
)
|
|
(79
|
)
|
|
|
|
|
|
(164
|
)
|
|
(159
|
)
|
|
|
|
|
|||||
Net amortization
|
43
|
|
|
46
|
|
|
(2
|
)
|
|
(3
|
)
|
|
85
|
|
|
92
|
|
|
(4
|
)
|
|
(6
|
)
|
|
Total
|
$
|
37
|
|
|
42
|
|
|
4
|
|
|
1
|
|
|
73
|
|
|
85
|
|
|
7
|
|
|
3
|
|
5.
|
Other deductions, net are summarized as follows (in millions):
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||
Amortization of intangibles
|
$
|
64
|
|
|
57
|
|
|
131
|
|
|
115
|
|
Rationalization of operations
|
16
|
|
|
31
|
|
|
33
|
|
|
54
|
|
|
Other
|
40
|
|
|
22
|
|
|
37
|
|
|
33
|
|
|
Gains, net
|
(19
|
)
|
|
(5
|
)
|
|
(22
|
)
|
|
(7
|
)
|
|
Total
|
$
|
101
|
|
|
105
|
|
|
179
|
|
|
195
|
|
6.
|
Rationalization of operations expense reflects costs associated with the Company’s efforts to continually improve operational efficiency and deploy assets globally in order to remain competitive on a worldwide basis. Details of the change in the liability for rationalization during the six months ended March 31, 2012 follow (in millions):
|
|
Sept 30, 2011
|
|
Expense
|
|
Paid/Utilized
|
|
Mar 31, 2012
|
|||||
Severance and benefits
|
$
|
24
|
|
|
24
|
|
|
32
|
|
|
16
|
|
Lease and other contract terminations
|
3
|
|
|
8
|
|
|
5
|
|
|
6
|
|
|
Fixed asset write-downs
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
Vacant facility and other shutdown costs
|
2
|
|
|
6
|
|
|
5
|
|
|
3
|
|
|
Start-up and moving costs
|
1
|
|
|
14
|
|
|
15
|
|
|
—
|
|
|
Total
|
$
|
30
|
|
|
54
|
|
|
59
|
|
|
25
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||
Process Management
|
$
|
2
|
|
|
4
|
|
|
4
|
|
|
9
|
|
Industrial Automation
|
5
|
|
|
4
|
|
|
10
|
|
|
8
|
|
|
Network Power
|
5
|
|
|
16
|
|
|
10
|
|
|
26
|
|
|
Climate Technologies
|
2
|
|
|
4
|
|
|
6
|
|
|
6
|
|
|
Commercial & Residential Solutions
|
2
|
|
|
3
|
|
|
3
|
|
|
5
|
|
|
Total
|
$
|
16
|
|
|
31
|
|
|
33
|
|
|
54
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
7.
|
Other Financial Information (in millions):
|
|
Sept 30, 2011
|
|
Mar 31, 2012
|
|||
Inventories
|
|
|
|
|||
Finished products
|
$
|
742
|
|
|
849
|
|
Raw materials and work in process
|
1,358
|
|
|
1,553
|
|
|
Total
|
$
|
2,100
|
|
|
2,402
|
|
Property, plant and equipment, net
|
|
|
|
|||
Property, plant and equipment, at cost
|
$
|
8,731
|
|
|
8,831
|
|
Less: Accumulated depreciation
|
5,294
|
|
|
5,382
|
|
|
Total
|
$
|
3,437
|
|
|
3,449
|
|
Goodwill by business segment
|
|
|
|
|||
Process Management
|
$
|
2,368
|
|
|
2,377
|
|
Industrial Automation
|
1,393
|
|
|
1,367
|
|
|
Network Power
|
3,990
|
|
|
4,059
|
|
|
Climate Technologies
|
483
|
|
|
519
|
|
|
Commercial & Residential Solutions
|
537
|
|
|
544
|
|
|
Total
|
$
|
8,771
|
|
|
8,866
|
|
|
Sept 30, 2011
|
|
Mar 31, 2012
|
|||
Accrued expenses include the following:
|
|
|
|
|
|
|
Employee compensation
|
$
|
640
|
|
|
555
|
|
Customer advanced payments
|
$
|
385
|
|
|
419
|
|
Product warranty
|
$
|
211
|
|
|
189
|
|
Other liabilities
|
|
|
|
|||
Deferred income taxes
|
$
|
764
|
|
|
735
|
|
Pension plans
|
736
|
|
|
714
|
|
|
Postretirement plans, excluding current portion
|
361
|
|
|
353
|
|
|
Other
|
660
|
|
|
734
|
|
|
Total
|
$
|
2,521
|
|
|
2,536
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
8.
|
Summarized information about the Company's results of operations by business segment follows (in millions):
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|||||||||||||||||||||
|
Sales
|
|
Earnings
|
|
Sales
|
|
Earnings
|
|||||||||||||||||
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||||||
Process Management
|
$
|
1,653
|
|
|
1,869
|
|
|
296
|
|
|
341
|
|
|
3,195
|
|
|
3,396
|
|
|
586
|
|
|
531
|
|
Industrial Automation
|
1,308
|
|
|
1,284
|
|
|
210
|
|
|
203
|
|
|
2,518
|
|
|
2,513
|
|
|
395
|
|
|
385
|
|
|
Network Power
|
1,616
|
|
|
1,549
|
|
|
150
|
|
|
134
|
|
|
3,285
|
|
|
3,044
|
|
|
332
|
|
|
256
|
|
|
Climate Technologies
|
1,014
|
|
|
926
|
|
|
187
|
|
|
158
|
|
|
1,824
|
|
|
1,659
|
|
|
310
|
|
|
258
|
|
|
Commercial & Residential Solutions
|
455
|
|
|
475
|
|
|
91
|
|
|
100
|
|
|
901
|
|
|
932
|
|
|
184
|
|
|
197
|
|
|
|
6,046
|
|
|
6,103
|
|
|
934
|
|
|
936
|
|
|
11,723
|
|
|
11,544
|
|
|
1,807
|
|
|
1,627
|
|
|
Differences in accounting methods
|
|
|
|
|
56
|
|
|
55
|
|
|
|
|
|
|
109
|
|
|
104
|
|
|||||
Corporate and other
|
|
|
|
|
(100
|
)
|
|
(119
|
)
|
|
|
|
|
|
(252
|
)
|
|
(248
|
)
|
|||||
Eliminations/Interest
|
(192
|
)
|
|
(184
|
)
|
|
(57
|
)
|
|
(58
|
)
|
|
(334
|
)
|
|
(316
|
)
|
|
(118
|
)
|
|
(116
|
)
|
|
Total
|
$
|
5,854
|
|
|
5,919
|
|
|
833
|
|
|
814
|
|
|
11,389
|
|
|
11,228
|
|
|
1,546
|
|
|
1,367
|
|
9.
|
Following is a discussion regarding the Company’s use of financial instruments:
|
|
|
Gain (Loss) to Earnings
|
|
Gain (Loss) to OCI
|
|||||||||||||||||||||
|
|
2nd Quarter
|
|
Six Months
|
|
2nd Quarter
|
|
Six Months
|
|||||||||||||||||
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|||||||||
Deferred
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency
|
Sales
|
$
|
4
|
|
|
1
|
|
|
6
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
6
|
|
|
6
|
|
Foreign currency
|
Cost of sales
|
5
|
|
|
3
|
|
|
10
|
|
|
2
|
|
|
3
|
|
|
28
|
|
|
10
|
|
|
35
|
|
|
Commodity
|
Cost of sales
|
18
|
|
|
(11
|
)
|
|
29
|
|
|
(22
|
)
|
|
(3
|
)
|
|
29
|
|
|
29
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Not Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency
|
Other deductions, net
|
—
|
|
|
8
|
|
|
6
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$
|
27
|
|
|
1
|
|
|
51
|
|
|
(3
|
)
|
|
2
|
|
|
59
|
|
|
45
|
|
|
91
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
|
September 30, 2011
|
|
March 31, 2012
|
|||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|||||
Foreign Currency
|
$
|
17
|
|
|
(48
|
)
|
|
23
|
|
|
(12
|
)
|
Commodity
|
$
|
—
|
|
|
(83
|
)
|
|
6
|
|
|
(16
|
)
|
10.
|
In March 2012, the Company acquired one-hundred percent of two businesses -- Avtron Loadbank, a designer and manufacturer of high quality load banks and testing systems for power equipment industries, and a marine controls business which supplies controls and software solutions for optimal operation of refrigerated sea containers and marine boilers, for a total of
$170 million
. Avtron will be reported in the Network Power segment while the marine controls business will be reported in the Climate Technologies segment. Combined annual sales for the two companies were approximately
$100 million
in 2011.
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
||||
(dollars in millions, except per share amounts)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Net sales
|
$
|
5,854
|
|
|
5,919
|
|
|
1
|
%
|
Gross profit
|
$
|
2,306
|
|
|
2,336
|
|
|
1
|
%
|
Percent of sales
|
39.4
|
%
|
|
39.5
|
%
|
|
|
|
|
SG&A
|
$
|
1,315
|
|
|
1,359
|
|
|
|
|
Percent of sales
|
22.5
|
%
|
|
23.0
|
%
|
|
|
|
|
Other deductions, net
|
$
|
101
|
|
|
105
|
|
|
|
|
Interest expense, net
|
$
|
57
|
|
|
58
|
|
|
|
|
Earnings before income taxes
|
$
|
833
|
|
|
814
|
|
|
(2
|
)%
|
Percent of sales
|
14.2
|
%
|
|
13.8
|
%
|
|
|
|
|
Net earnings common stockholders
|
$
|
556
|
|
|
545
|
|
|
(2
|
)%
|
Percent of sales
|
9.5
|
%
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted EPS – Net earnings
|
$
|
0.73
|
|
|
0.74
|
|
|
1
|
%
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
1,653
|
|
|
$
|
1,869
|
|
|
13
|
%
|
Earnings
|
$
|
296
|
|
|
$
|
341
|
|
|
15
|
%
|
Margin
|
17.9
|
%
|
|
18.3
|
%
|
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
1,308
|
|
|
$
|
1,284
|
|
|
(2
|
)%
|
Earnings
|
$
|
210
|
|
|
$
|
203
|
|
|
(3
|
)%
|
Margin
|
16.0
|
%
|
|
15.8
|
%
|
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
1,616
|
|
|
$
|
1,549
|
|
|
(4
|
)%
|
Earnings
|
$
|
150
|
|
|
$
|
134
|
|
|
(12
|
)%
|
Margin
|
9.3
|
%
|
|
8.6
|
%
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
1,014
|
|
|
$
|
926
|
|
|
(9
|
)%
|
Earnings
|
$
|
187
|
|
|
$
|
158
|
|
|
(15
|
)%
|
Margin
|
18.4
|
%
|
|
17.1
|
%
|
|
|
Three Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
455
|
|
|
$
|
475
|
|
|
4
|
%
|
Earnings
|
$
|
91
|
|
|
$
|
100
|
|
|
9
|
%
|
Margin
|
20.1
|
%
|
|
21.0
|
%
|
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
||||
(dollars in millions, except per share amounts)
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
Net sales
|
$
|
11,389
|
|
|
11,228
|
|
|
(1
|
)%
|
Gross profit
|
$
|
4,469
|
|
|
4,391
|
|
|
(2
|
)%
|
Percent of sales
|
39.2
|
%
|
|
39.1
|
%
|
|
|
|
|
SG&A
|
$
|
2,626
|
|
|
2,713
|
|
|
|
|
Percent of sales
|
23.0
|
%
|
|
24.2
|
%
|
|
|
|
|
Other deductions, net
|
$
|
179
|
|
|
195
|
|
|
|
|
Interest expense, net
|
$
|
118
|
|
|
116
|
|
|
|
|
Earnings before income taxes
|
$
|
1,546
|
|
|
1,367
|
|
|
(12
|
)%
|
Percent of sales
|
13.6
|
%
|
|
12.2
|
%
|
|
|
|
|
Net earnings common stockholders
|
$
|
1,036
|
|
|
916
|
|
|
(12
|
)%
|
Percent of sales
|
9.1
|
%
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted EPS – Net earnings
|
$
|
1.36
|
|
|
1.24
|
|
|
(9
|
)%
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
3,195
|
|
|
$
|
3,396
|
|
|
6
|
%
|
Earnings
|
$
|
586
|
|
|
$
|
531
|
|
|
(9
|
)%
|
Margin
|
18.3
|
%
|
|
15.6
|
%
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
2,518
|
|
|
$
|
2,513
|
|
|
—
|
%
|
Earnings
|
$
|
395
|
|
|
$
|
385
|
|
|
(2
|
)%
|
Margin
|
15.7
|
%
|
|
15.3
|
%
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
3,285
|
|
|
$
|
3,044
|
|
|
(7
|
)%
|
Earnings
|
$
|
332
|
|
|
$
|
256
|
|
|
(23
|
)%
|
Margin
|
10.1
|
%
|
|
8.4
|
%
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
1,824
|
|
|
$
|
1,659
|
|
|
(9
|
)%
|
Earnings
|
$
|
310
|
|
|
$
|
258
|
|
|
(17
|
)%
|
Margin
|
17.0
|
%
|
|
15.5
|
%
|
|
|
Six Months Ended March 31
|
2011
|
|
2012
|
|
Change
|
|||||
(dollars in millions)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Sales
|
$
|
901
|
|
|
$
|
932
|
|
|
3
|
%
|
Earnings
|
$
|
184
|
|
|
$
|
197
|
|
|
7
|
%
|
Margin
|
20.4
|
%
|
|
21.1
|
%
|
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
|
Sept 30, 2011
|
|
Mar 31, 2012
|
|||
Working capital (in millions)
|
$
|
2,880
|
|
|
2,619
|
|
Current ratio
|
1.4 to 1
|
|
|
1.4 to 1
|
|
|
Total debt-to-total capital
|
33.3
|
%
|
|
35.7
|
%
|
|
Net debt-to-net capital
|
23.2
|
%
|
|
26.0
|
%
|
|
Interest coverage ratio
|
15.8X
|
|
|
12.0X
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
Period
|
Total Number of Shares
Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
January 2012
|
575
|
|
|
$
|
49.30
|
|
|
575
|
|
|
25,280
|
|
February 2012
|
500
|
|
|
$
|
51.69
|
|
|
500
|
|
|
24,780
|
|
March 2012
|
585
|
|
|
$
|
50.93
|
|
|
585
|
|
|
24,195
|
|
Total
|
1,660
|
|
|
$
|
50.59
|
|
|
1,660
|
|
|
24,195
|
|
EMERSON ELECTRIC CO. AND SUBSIDIARIES
|
|
FORM 10-Q
|
||
|
|
|
|
|
10.1
|
|
Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan.
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10.2
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Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan.
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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 and six months ended March 31, 2011 and 2012, (ii) Consolidated Balance Sheets at September 30, 2011 and March 31, 2012, (iii) Consolidated Statements of Cash Flows for the six months ended March 31, 2011 and 2012, and (iv) Notes to Consolidated Financial Statements for the three and six months ended March 31, 2012.
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EMERSON ELECTRIC CO. AND SUBSIDIARIES
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FORM 10-Q
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EMERSON ELECTRIC CO.
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Date:
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May 2, 2012
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By
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/s/ Frank J. Dellaquila
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Frank J. Dellaquila
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Senior Vice President and Chief Financial Officer
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(on behalf of the registrant and as Chief Financial Officer)
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Exhibit No.
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Exhibit
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10.1
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Forms of Notice of Grant of Stock Options, Option Agreement and Incentive Stock Option Agreement under the 2011 Stock Option Plan.
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|
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10.2
|
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Forms of Notice of Grant of Stock Options, Option Agreement and Nonqualified Stock Option Agreement under the 2011 Stock Option Plan.
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12
|
|
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Ratio of Earnings to Fixed Charges.
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|
|
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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 and six months ended March 31, 2011 and 2012, (ii) Consolidated Balance Sheets at September 30, 2011 and March 31, 2012, (iii) Consolidated Statements of Cash Flows for the six months ended March 31, 2011 and 2012, and (iv) Notes to Consolidated Financial Statements for the three and six months ended March 31, 2012.
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Notice of Grant of Stock Options
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Emerson Electric Co.
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8000 W Florissant Avenue / P.O. Box 4100
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and Option Agreement
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St. Louis, MO 63136‑8506
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314 553‑2325
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First M. Last
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ID:
xxx-xx-xxxx
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Address
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City State Zip
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Country
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Option Number:
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0000000000xxx
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Plan:
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2011
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Grant Date:
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______________
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Granted:
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______________
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Grant Price:
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$_____________
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Total Option Price of the Shares Granted:
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$_____________
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Expiration Date:
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______________
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Vesting Schedule:
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_______ on _______________
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_______ on _______________
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_______ on _______________
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By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.
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||||
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|
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Notice of Grant of Stock Options
|
|
Emerson Electric Co.
|
|
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8000 W Florissant Avenue / P.O. Box 4100
|
||
and Option Agreement
|
|
St. Louis, MO 63136‑8506
|
|
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314 553‑2325
|
||
|
|
|
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First M. Last
|
|
|
ID:
xxx-xx-xxxx
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Address
|
|
|
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City State Zip
|
|
|
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Country
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|
|
|
|
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Option Number:
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0000000000xxx
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Plan:
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2011
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Grant Date:
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______________
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|
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Granted:
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______________
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Grant Price:
|
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$_____________
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Total Option Price of the Shares Granted:
|
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$_____________
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Expiration Date:
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______________
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|
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Vesting Schedule:
|
|
_______ on _______________
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|
|
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_______ on _______________
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|
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_______ on _______________
|
|
|
By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.
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||||
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Six Months Ended
Mar 31, 2012
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|||||||
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Year Ended September 30,
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||||||||||||||||
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2007
|
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2008
|
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2009
|
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2010
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2011
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|
||||||||
Earnings:
|
|
|
|
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|
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|
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|
|||||||
Earnings from continuing operations before income taxes
|
$
|
3,107
|
|
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3,645
|
|
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2,450
|
|
|
2,879
|
|
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3,631
|
|
|
|
1,367
|
|
Fixed charges
|
356
|
|
|
351
|
|
|
362
|
|
|
398
|
|
|
370
|
|
|
|
187
|
|
|
Earnings, as defined
|
$
|
3,463
|
|
|
3,996
|
|
|
2,812
|
|
|
3,277
|
|
|
4,001
|
|
|
|
1,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest Expense
|
$
|
261
|
|
|
244
|
|
|
244
|
|
|
280
|
|
|
246
|
|
|
|
125
|
|
One-third of all rents
|
95
|
|
|
107
|
|
|
118
|
|
|
118
|
|
|
124
|
|
|
|
62
|
|
|
Total fixed charges
|
$
|
356
|
|
|
351
|
|
|
362
|
|
|
398
|
|
|
370
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ratio of Earnings to Fixed Charges
|
9.7X
|
|
|
11.4X
|
|
|
7.8X
|
|
|
8.2X
|
|
|
10.8X
|
|
|
|
8.3X
|
|
Date:
|
May 2, 2012
|
/s/ D. N. Farr
|
|
|
D. N. Farr
|
|
|
Chairman of the Board and
|
|
|
Chief Executive Officer
|
|
|
Emerson Electric Co.
|
Date:
|
May 2, 2012
|
/s/ F. J. Dellaquila
|
|
|
F. J. Dellaquila
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Emerson Electric Co.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/
|
D. N. Farr
|
|
|
D. N. Farr
|
|
|
Chairman of the Board and
|
|
|
Chief Executive Officer
|
|
|
Emerson Electric Co.
|
|
|
May 2, 2012
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/
|
F. J. Dellaquila
|
|
|
F. J. Dellaquila
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Emerson Electric Co.
|
|
|
May 2, 2012
|