Missouri
(State
or other jurisdiction of
incorporation
or organization)
|
43-0259330
(I.R.S.
Employer
Identification
No.)
|
|
8000
W. Florissant Ave.
P.O.
Box 4100
St.
Louis, Missouri
(Address
of principal executive offices)
|
63136
(Zip
Code)
|
Large
accelerated filer
x
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company
¨
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
2008
|
2009
|
|||||||
Net
Sales
|
$
|
5,415
|
5,011
|
|||||
Costs
and expenses:
|
||||||||
Cost
of sales
|
3,419
|
3,108
|
||||||
Selling,
general and administrative expenses
|
1,193
|
1,161
|
||||||
Other
deductions, net
|
79
|
93
|
||||||
Interest
expense (net of interest income of $11 and $3,
respectively)
|
43
|
65
|
||||||
Earnings
from continuing operations before income taxes
|
681
|
584
|
||||||
Income
taxes
|
210
|
150
|
||||||
Earnings
from continuing operations
|
471
|
434
|
||||||
Discontinued
operations, net of tax
|
-
|
3
|
||||||
Net
earnings
|
471
|
437
|
||||||
Less:
Noncontrolling interests in earnings of subsidiaries
|
13
|
12
|
||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
|||||
Basic
earnings per share attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.60
|
0.56
|
|||||
Discontinued
operations
|
-
|
-
|
||||||
Basic
earnings per common share
|
$
|
0.60
|
0.56
|
|||||
Diluted
earnings per share attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.60
|
0.56
|
|||||
Discontinued
operations
|
-
|
-
|
||||||
Diluted
earnings per common share
|
$
|
0.60
|
0.56
|
|||||
Earnings
attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
458
|
422
|
|||||
Discontinued
operations, net of tax
|
-
|
3
|
||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
|||||
Cash
dividends per common share
|
$
|
0.330
|
0.335
|
September 30,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and equivalents
|
$
|
1,560
|
1,840
|
|||||
Receivables,
less allowances of $93 and $105, respectively
|
3,623
|
3,650
|
||||||
Inventories
|
1,855
|
1,956
|
||||||
Other
current assets
|
615
|
617
|
||||||
Total
current assets
|
7,653
|
8,063
|
||||||
Property,
plant and equipment, net
|
3,500
|
3,475
|
||||||
Other
assets
|
||||||||
Goodwill
|
7,078
|
7,647
|
||||||
Other
|
1,532
|
2,304
|
||||||
Total
other assets
|
8,610
|
9,951
|
||||||
|
$
|
19,763
|
21,489
|
|||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
liabilities
|
||||||||
Short-term
borrowings and current maturities of long-term debt
|
$
|
577
|
1,240
|
|||||
Accounts
payable
|
1,949
|
1,991
|
||||||
Accrued
expenses
|
2,378
|
2,474
|
||||||
Income
taxes
|
52
|
100
|
||||||
Total
current liabilities
|
4,956
|
5,805
|
||||||
Long-term
debt
|
3,998
|
4,558
|
||||||
Other
liabilities
|
2,103
|
2,188
|
||||||
Stockholders’
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,
|
||||||||
751,872,857
shares and 752,445,327 shares, respectively
|
477
|
477
|
||||||
Additional
paid-in capital
|
157
|
173
|
||||||
Retained
earnings
|
14,714
|
14,888
|
||||||
Accumulated
other comprehensive income
|
(496
|
)
|
(466
|
)
|
||||
Cost
of common stock in treasury, 201,481,155 shares and
|
||||||||
200,908,685
shares, respectively
|
(6,297
|
)
|
(6,281
|
)
|
||||
Common
stockholders’ equity
|
8,555
|
8,791
|
||||||
Noncontrolling
interests in subsidiaries
|
151
|
147
|
||||||
Total
equity
|
8,706
|
8,938
|
||||||
$
|
19,763
|
21,489
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Operating
activities
|
||||||||
Net
earnings
|
$
|
471
|
437
|
|||||
Adjustments
to reconcile net earnings to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
176
|
196
|
||||||
Changes
in operating working capital
|
(316
|
)
|
15
|
|||||
Other
|
(12
|
)
|
39
|
|||||
Net
cash provided by operating activities
|
319
|
687
|
||||||
Investing
activities
|
||||||||
Capital
expenditures
|
(132
|
)
|
(89
|
)
|
||||
Purchases
of businesses, net of cash and equivalents acquired
|
(271
|
)
|
(1,301
|
)
|
||||
Other
|
(12
|
)
|
38
|
|||||
Net
cash used in investing activities
|
(415
|
)
|
(1,352
|
)
|
||||
Financing
activities
|
||||||||
Net
increase in short-term borrowings
|
968
|
662
|
||||||
Proceeds
from long-term debt
|
2
|
596
|
||||||
Principal
payments on long-term debt
|
(186
|
)
|
(36
|
)
|
||||
Dividends
paid
|
(252
|
)
|
(251
|
)
|
||||
Purchases
of treasury stock
|
(433
|
)
|
-
|
|||||
Other
|
(35
|
)
|
(15
|
)
|
||||
Net
cash provided by financing activities
|
64
|
956
|
||||||
Effect
of exchange rate changes on cash and equivalents
|
(77
|
)
|
(11
|
)
|
||||
Increase
(decrease) in cash and equivalents
|
(109
|
)
|
280
|
|||||
Beginning
cash and equivalents
|
1,777
|
1,560
|
||||||
Ending
cash and equivalents
|
$
|
1,668
|
1,840
|
|||||
Changes
in operating working capital
|
||||||||
Receivables
|
$
|
439
|
57
|
|||||
Inventories
|
(164
|
)
|
(22
|
)
|
||||
Other
current assets
|
(85
|
)
|
(21
|
)
|
||||
Accounts
payable
|
(424
|
)
|
(28
|
)
|
||||
Accrued
expenses
|
(142
|
)
|
(87
|
)
|
||||
Income
taxes
|
60
|
116
|
||||||
$
|
(316
|
)
|
15
|
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,
2009. Certain prior year amounts have been recast to conform to
the current year presentation. The Company has evaluated
subsequent events through February 3,
2010.
|
|
2.
|
In
the first quarter 2010, the Company adopted updates to ASC 260, Earnings
per Share, regarding the two-class method of computing earnings per share
(EPS). This method requires earnings to be allocated to
participating securities (for Emerson, certain employee stock awards) in
the EPS computation based on each security’s respective dividend
rate. This change had an inconsequential impact on EPS for all
periods presented.
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Basic
shares outstanding
|
763.2
|
750.3
|
||||||
Dilutive
shares
|
4.7
|
5.2
|
||||||
Diluted
shares outstanding
|
767.9
|
755.5
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
3.
|
The
change in equity balances is shown below (dollars in
millions):
|
Fiscal 2010
|
Common
Stockholders’
Equity
|
Noncontrolling
Interests in
Subsidiaries
|
Total
Equity
|
|||||||||
September
30, 2009
|
$ | 8,555 | 151 | 8,706 | ||||||||
Net
earnings
|
425 | 12 | 437 | |||||||||
Other
comprehensive income
|
30 | 1 | 31 | |||||||||
Cash
dividends
|
(251 | ) | (17 | ) | (268 | ) | ||||||
Net
treasury stock purchases and other
|
32 | - | 32 | |||||||||
December
31, 2009
|
$ | 8,791 | 147 | 8,938 |
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2008
|
2009
|
||||||
Net
earnings
|
$
|
471
|
437
|
|||||
Foreign
currency translation
|
(404
|
)
|
7
|
|||||
Cash
flow hedges and other
|
(97
|
)
|
24
|
|||||
(30
|
)
|
468
|
||||||
Less:
Noncontrolling interests
|
9
|
13
|
||||||
Amount
attributable to common stockholders
|
$
|
(39
|
)
|
455
|
|
4.
|
Net
periodic pension and net postretirement plan expenses are summarized
as follows (dollars in millions):
|
Three Months Ended December 31,
|
||||||||||||||||
Pensions
|
Postretirement Plans
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Service
Cost
|
$ | 18 | 19 | 1 | 1 | |||||||||||
Interest
Cost
|
56 | 55 | 7 | 6 | ||||||||||||
Expected
return on plan assets
|
(72 | ) | (76 | ) | ||||||||||||
Net
amortization
|
21 | 35 | 2 | - | ||||||||||||
$ | 23 | 33 | 10 | 7 |
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
5.
|
Other
deductions, net are summarized as follows (dollars in
millions):
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Other deductions, net
|
||||||||
Rationalization
of operations
|
$
|
43
|
38
|
|||||
Amortization
of intangibles
|
23
|
35
|
||||||
Other
|
17
|
24
|
||||||
Gains
|
(4
|
)
|
(4
|
)
|
||||
$
|
79
|
93
|
|
6.
|
Rationalization
of operations expense reflects costs associated with the Company’s efforts
to continuously improve operational efficiency and expand globally, in
order to remain competitive on a worldwide basis. The change in
the liability for rationalization costs during the three months ended
December 31, 2009 follows (dollars in
millions):
|
September 30,
|
December 31,
|
|||||||||||||||
|
2009
|
Expense
|
Paid/Utilized
|
2009
|
||||||||||||
Severance
and benefits
|
$
|
112
|
31
|
31
|
112
|
|||||||||||
Lease/contract
terminations
|
7
|
-
|
2
|
5
|
||||||||||||
Fixed
asset write-downs
|
-
|
1
|
1
|
-
|
||||||||||||
Vacant
facility and other shutdown costs
|
2
|
2
|
2
|
2
|
||||||||||||
Start-up
and moving costs
|
1
|
4
|
4
|
1
|
||||||||||||
$
|
122
|
38
|
40
|
120
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2008
|
2009
|
||||||
Process
Management
|
$
|
2
|
7
|
|||||
Industrial
Automation
|
3
|
18
|
||||||
Network
Power
|
20
|
7
|
||||||
Climate
Technologies
|
14
|
3
|
||||||
Appliance
and Tools
|
4
|
3
|
||||||
$
|
43
|
38
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
7.
|
Other
Financial Information (dollars in
millions):
|
September 30,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
Inventories
|
||||||||
Finished
products
|
$
|
697
|
725
|
|||||
Raw
materials and work in process
|
1,158
|
1,231
|
||||||
$
|
1,855
|
1,956
|
||||||
Property,
plant and equipment, net
|
||||||||
Property,
plant and equipment, at cost
|
$
|
8,894
|
8,992
|
|||||
Less: Accumulated
depreciation
|
(5,394
|
)
|
(5,517
|
)
|
||||
$
|
3,500
|
3,475
|
||||||
Goodwill
by
business
segment
|
||||||||
Process
Management
|
$
|
2,242
|
2,261
|
|||||
Industrial
Automation
|
1,304
|
1,404
|
||||||
Network
Power
|
2,454
|
2,901
|
||||||
Climate
Technologies
|
473
|
476
|
||||||
Appliance
and Tools
|
605
|
605
|
||||||
$
|
7,078
|
7,647
|
Other assets, other
|
||||||||
Intellectual
property and customer relationships
|
$
|
930
|
1,243
|
|||||
Capitalized
software
|
214
|
212
|
||||||
Pension
plans
|
3
|
5
|
||||||
LANDesk
discontinued operations
|
-
|
457
|
||||||
Other
|
385
|
387
|
||||||
$
|
1,532
|
2,304
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
8.
|
Summarized
information about the Company’s results of operations by business segment
follows (dollars in millions):
|
Three months ended December
31,
|
||||||||||||||||
Sales
|
Earnings
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Process
Management
|
$ | 1,526 | 1,382 | 299 | 216 | |||||||||||
Industrial
Automation
|
1,103 | 876 | 164 | 85 | ||||||||||||
Network
Power
|
1,461 | 1,381 | 152 | 206 | ||||||||||||
Climate
Technologies
|
692 | 784 | 54 | 113 | ||||||||||||
Appliance
and Tools
|
771 | 731 | 79 | 111 | ||||||||||||
5,553 | 5,154 | 748 | 731 | |||||||||||||
Differences
in accounting methods
|
50 | 46 | ||||||||||||||
Corporate
and other
|
(74 | ) | (128 | ) | ||||||||||||
Eliminations/Interest
|
(138 | ) | (143 | ) | (43 | ) | (65 | ) | ||||||||
$ | 5,415 | 5,011 | 681 | 584 |
|
9.
|
Following
is a discussion regarding the Company’s use of financial
instruments.
|
|
Hedging
Activities
|
Derivatives Receiving
Deferral Accounting
|
Gain (Loss) Reclassified
into Earnings
|
Location
|
Gain (Loss) Recognized in
Other Comprehensive Income
|
||||||||||
Cash Flow Hedges
|
|
Three Months
Ended
12
/3
1
/09
|
Three
Months
Ended 12 /3 1 /09 |
||||||||||
Foreign
currency
|
|
$ | (3 | ) |
Sales
|
$ | 1 | ||||||
Foreign
currency
|
(1 | ) |
Cost
of sales
|
16 | |||||||||
Commodity
|
4 |
Cost
of sales
|
22 | ||||||||||
$ | - | $ | 39 |
Derivatives Not Receiving
Deferral Accounting
|
Gain (Loss) Recognized
in Earnings
|
|||||
Foreign currency
|
|
$ | 10 |
Other income (deductions)
|
||
Commodity
|
1 |
Cost
of sales
|
||||
$ | 11 |
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
September 30, 2009
|
December 31, 2009
|
|||||||||||||||
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|||||||||||||
Derivatives
Receiving Deferral Accounting
|
||||||||||||||||
Foreign
currency
|
$ | 15 | (33 | ) | 21 | (19 | ) | |||||||||
Commodity
|
$ | 30 | (4 | ) | 44 | (1 | ) | |||||||||
Derivatives
Not Receiving Deferral Accounting
|
||||||||||||||||
Foreign
currency
|
$ | 6 | (7 | ) | 7 | (1 | ) | |||||||||
Commodity
|
$ | 2 | (2 | ) | 4 | (2 | ) | |||||||||
10.
|
On
November 6, 2009, the Company acquired SSB Group GmbH (SSB), a designer
and manufacturer of electrical pitch systems and control technology used
in wind turbine generators, for approximately $145 million in
cash. SSB had annual revenues in 2009 of approximately $115
million and is reported in the Industrial Automation business
segment.
|
|
On
December 11, 2009, the Company acquired Avocent Corporation, a leader in
delivering information technology solutions which significantly enhances
the Company’s datacenter solutions capability and strongly positions the
Company for the growing importance of energy management in datacenters
worldwide for $1.2 billion in cash. Avocent, excluding its
LANDesk business, had annual revenues of $390 million in 2009 and is
reported in the Network Power business segment. In connection
with the acquisition, the Company immediately began pursuing the sale of
the LANDesk business unit which is not a strategic fit with Emerson, and
expects to complete the sale in 2010. LANDesk sells management
and security software suites and had annual revenues of $150 million in
2009. LANDesk results for the first quarter are included in
discontinued operations, and assets total approximately $0.5 billion and
liabilities are approximately $0.1
billion.
|
|
Given
the timing of these acquisitions, the purchase price allocations for SSB
Group, Avocent and LANDesk are preliminary, and will be adjusted based on
valuations to be completed during 2010 (see Note 7). The
preliminary purchase price allocation to LANDesk was made by reference to
Avocent’s valuation of the business prepared in early 2009 and the
Company’s preliminary
assessment.
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Three months ended
December 31
,
|
2008
|
2009
|
Change
|
|||||||||
(dollars
in millions, except per share amounts)
|
||||||||||||
Net
sales
|
$
|
5,415
|
5,011
|
(7
|
)%
|
|||||||
Gross
profit
|
$
|
1,996
|
1,903
|
(5
|
)%
|
|||||||
Percent
of sales
|
36.9
|
%
|
38.0
|
%
|
||||||||
SG&A
|
$
|
1,193
|
1,161
|
|||||||||
Percent
of sales
|
22.1
|
%
|
23.2
|
%
|
||||||||
Other
deductions, net
|
$
|
79
|
93
|
|||||||||
Interest
expense, net
|
$
|
43
|
65
|
|||||||||
Earnings
from continuing operations
before income
taxes
|
$
|
681
|
584
|
(14
|
)%
|
|||||||
Percent
of sales
|
12.6
|
%
|
11.7
|
%
|
||||||||
Earnings
from continuing operations attributable
|
||||||||||||
to
common stockholders
|
$
|
458
|
422
|
(8
|
)%
|
|||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
(7
|
)%
|
|||||||
Percent
of sales
|
8.5
|
%
|
8.5
|
%
|
||||||||
Diluted
EPS – Earnings from continuing operations
|
$
|
0.60
|
0.56
|
(7
|
)%
|
|||||||
Diluted
EPS – Net earnings
|
$
|
0.60
|
0.56
|
(7
|
)%
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Three months ended
December 31
,
|
200
8
|
20
09
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,526
|
1,382
|
(9
|
)%
|
|||||||
Earnings
|
$
|
299
|
216
|
(28
|
)%
|
|||||||
Margin
|
19.6
|
%
|
15.6
|
%
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Three months ended
December 31
,
|
2008
|
20
09
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,103
|
876
|
(21
|
)%
|
|||||||
Earnings
|
$
|
164
|
85
|
(48
|
)%
|
|||||||
Margin
|
14.9
|
%
|
9.8
|
%
|
Three months ended
December 31
,
|
2008
|
20
09
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
1,461
|
1,381
|
(5
|
)%
|
|||||||
Earnings
|
$
|
152
|
206
|
35
|
%
|
|||||||
Margin
|
10.4
|
%
|
14.9
|
%
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Three months ended
December 31
,
|
2008
|
20
09
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
692
|
784
|
13
|
%
|
|||||||
Earnings
|
$
|
54
|
113
|
108
|
%
|
|||||||
Margin
|
7.9
|
%
|
14.5
|
%
|
Three months ended
December 31
,
|
2008
|
20
09
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
771
|
731
|
(5
|
)%
|
|||||||
Earnings
|
$
|
79
|
111
|
41
|
%
|
|||||||
Margin
|
10.2
|
%
|
15.2
|
%
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
September
30,
2009
|
December
31,
2009
|
||||||
Working capital (in millions)
|
$
|
2,697
|
2,258
|
||||
Current
ratio
|
1.5
to 1
|
1.4
to 1
|
|||||
Total
debt-to-total capital
|
34.8
|
% |
39.7
|
% | |||
Net
debt-to-net capital
|
25.7
|
% |
31.0
|
% | |||
Interest
coverage ratio
|
10.9
|
X |
9.6
|
X |
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
3.1
|
Bylaws
of Emerson Electric Co., as amended through November 3, 2009, incorporated
by reference to Emerson Electric Co. Form 8-K dated November 3, 2009 and
filed November 6, 2009, Exhibit 3.1.
|
|
4
|
Emerson
agrees to furnish to the Securities and Exchange Commission, upon request,
copies of any long-term debt instruments that authorize an amount of
securities constituting 10 percent or less of the total assets of Emerson
and its subsidiaries on a consolidated basis.
|
|
10.1
|
Amended
and Restated Restricted Stock Plan for Non-Management Directors, filed
herewith, Form of Restricted Stock Award Letter under the Emerson Electric
Co. Restricted Stock Plan for Non-Management Directors, incorporated by
reference to Emerson Electric Co. Form 8-K dated February 1, 2005, Exhibit
10.2, and Form of Restricted Stock Unit Award Letter under the Emerson
Electric Co. Restricted Stock Plan for Non-Management Directors, filed
herewith.
|
|
10.2
|
Forms
of Performance Share Award Certificate, Acceptance of Award and 2010
Performance Shares Program Award Summary.
|
|
12
|
Ratio
of Earnings to Fixed Charges.
|
|
31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
|
32
|
Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
|
|
101
|
Attached
as Exhibit 101 to this report are the following documents formatted in
XBRL (Extensible Business Reporting Language): (i) Consolidated Statements
of Earnings for the three months ended December 31, 2008 and 2009, (ii)
Consolidated Balance Sheets at September 30, 2009 and December 31, 2009,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2008 and 2009, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2009. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
EMERSON
ELECTRIC CO.
|
|||
Date:
February 3, 2010
|
By
|
/s/ Frank J. Dellaquila
|
|
Frank
J. Dellaquila
|
|||
Senior
Vice President and Chief Financial Officer
|
|||
(on
behalf of the registrant and as Chief Financial
Officer)
|
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Exhibit No.
|
Exhibit
|
|
10.1
|
Amended
and Restated Restricted Stock Plan for Non-Management Directors, filed
herewith, Form of Restricted Stock Award Letter under the Emerson Electric
Co. Restricted Stock Plan for Non-Management Directors, incorporated by
reference to Emerson Electric Co. Form 8-K dated February 1, 2005, Exhibit
10.2, and Form of Restricted Stock Unit Award Letter under the Emerson
Electric Co. Restricted Stock Plan for Non-Management Directors, filed
herewith.
|
|
10.2
|
Forms
of Performance Share Award Certificate, Acceptance of Award and 2010
Performance Shares Program Award Summary.
|
|
12
|
Ratio
of Earnings to Fixed Charges.
|
|
31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
|
32
|
Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
|
|
101
|
Attached
as Exhibit 101 to this report are the following documents formatted in
XBRL (Extensible Business Reporting Language): (i) Consolidated Statements
of Earnings for the three months ended December 31, 2008 and 2009, (ii)
Consolidated Balance Sheets at September 30, 2009 and December 31, 2009,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2008 and 2009, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2009. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
|
|
·
|
Only
non-management Directors are eligible to
participate.
|
|
·
|
The
Corporate Governance and Nominating Committee will determine the portion
of the annual retainer to be paid each year in restricted stock or
restricted stock units.
|
|
·
|
The
number of restricted shares or units will be based upon fair market value
of Emerson stock, which is the average of the high and low trading prices
for Emerson stock reported by the NYSE, on the date of
award.
|
|
·
|
The
restricted shares or units may not be transferred. Restricted
shares will be held by our transfer agent, BNY Mellon Shareowner Services,
until the restrictions lapse or are waived. Restricted stock
units will be maintained as bookkeeping entries by Emerson until
settled.
|
|
·
|
The
restrictions will lapse, and the shares or units will vest, upon the
earlier of: (1) the last day of your term during which you attain age 72,
(2) your death or disability, or (3) a change in control of Emerson,
except for shares or units granted for a term after the term in which you
attain age 72 for which the restrictions will lapse at the end of that
later term. Vested restricted stock units will be paid out on
the last day of your service on the Board by the issuance of an equivalent
number of shares of Emerson common
stock.
|
|
·
|
If
your tenure on the Board ends for any reason other than the foregoing, the
Corporate Governance and Nominating Committee may determine that it is in
the best interests of Emerson to waive the restrictions. If the
restrictions are not waived, any unvested shares or units will be
forfeited.
|
|
·
|
During
the restricted period, you will be entitled to receive all dividends and
exercise all voting rights with respect to restricted
shares. Cash dividend equivalents will be paid on restricted
stock units, either on the dividend payment date or deferred, with
interest, until the end of your tenure on the Board. Restricted
stock units do not carry any voting
rights.
|
|
A.
|
SEC
Reporting
|
|
Under
SEC rules the grant to you of [_____] Emerson restricted stock units
February 2, 2010 was an exempt transaction under Section 16(b) but is
reportable under Section 16(a) on Form 4. Your Form 4 is due by
the close-of-business on February 4, 2010. We will file a Form
4 on your behalf pursuant to the power of attorney granted by you to Tim
Westman. You will receive a draft of your Form 4 by e-mail or fax by the
end of the day on February 3, 2010. You will need to review the
information on the draft Form 4 immediately, paying particular attention
to the column indicating your total holdings of Emerson Electric Co.
common stock, and notify Tim at (314) 553-3822 or by return e-mail by
10:00 a.m. CST on February 4, 2010 that you agree with the information on
the Form 4 or indicating any changes you believe may be
required. Upon receipt of your consent to file the Form 4, we
will file the Form 4 electronically as required by the Securities and
Exchange Commission.
|
B.
|
SEC
Trading Constraints
|
|
Under
SEC rules this grant is an exempt transaction under SEC Rule 16(b) and
will not be matchable against other
transactions.
|
For
the Compensation
Committee
|
|
INTRA-COMPANY
CORRESPONDENCE
|
TO:
|
Cynthia
G. Heath
|
FROM:
|
«FULL_NAME»
|
DATE:
|
November
2, 2009
|
FILE:
|
2010
PERFORMANCE SHARES PROGRAM AWARD
|
SUBJECT:
|
Acceptance
of Award
|
«FULL_NAME»
|
||
Date
|
||
Signature
|
·
|
FY10 – FY13
Performance Shares Plan
Award
|
|
-
|
The
actual payout earned will be based on Company performance during the
Performance Period beginning October 1, 2009 and ending September 30, 2013
(Performance Period).
|
|
-
|
Payout
ranges from 0 to 100%.
|
|
-
|
Quarterly
dividend equivalents on 40% of the Performance Share Units will be paid to
the Participants commencing with the next regularly scheduled quarterly
payment, after the date of the
award.
|
|
-
|
After
the end of the Performance Period, the plan payout percentage will be
determined, with 60% of the earned payout paid following the end of the
Performance Period; the remaining 40% will be paid following a one-year
restriction period, subject to your continued employment with the company
during the restriction period, up to and including the actual payout
date.
|
·
|
Participant’s
rights to the Award are not vested, and it is understood and agreed that
Participant may forfeit the Award and dividend equivalents if any of the
terms or conditions of the Award, including the non-competition and
non-solicitation obligations, as set out in the Plan and Acceptance of
Award are not met, if Participant engages in intentional misconduct in
connection with his or her employment or is in violation of the Company’s
Business Ethics Program, or if Participant fails to remain employed by the
Company for the periods described
above.
|
Year Ended September 30,
|
Three Months
Ended
December 31,
|
|||||||||||||||||||||||
2005
|
2006
|
2007
|
2008
|
2009
|
2009
|
|||||||||||||||||||
Earnings:
|
||||||||||||||||||||||||
Earnings
from continuing operations before income taxes
|
$ | 2,200 | 2,749 | 3,178 | 3,666 | 2,464 | 584 | |||||||||||||||||
Fixed
charges
|
323 | 313 | 361 | 356 | 365 | 99 | ||||||||||||||||||
Earnings,
as defined
|
$ | 2,523 | 3,062 | 3,539 | 4,022 | 2,829 | 683 | |||||||||||||||||
Fixed
Charges:
|
||||||||||||||||||||||||
Interest
expense
|
$ | 243 | 225 | 261 | 244 | 244 | 68 | |||||||||||||||||
One-third
of all rents
|
80 | 88 | 100 | 112 | 121 | 31 | ||||||||||||||||||
Total
fixed charges
|
$ | 323 | 313 | 361 | 356 | 365 | 99 | |||||||||||||||||
Ratio
of Earnings to Fixed Charges
|
7.8 | X | 9.8 | X | 9.8 | X | 11.3 | X | 7.7 | X | 6.9 | X |
Date:
February 3, 2010
|
/s/ D. N.
Farr
|
D.
N. Farr
|
|
Chairman
of the Board,
|
|
Chief
Executive Officer and President
|
|
Emerson
Electric Co.
|
Date:
February 3, 2010
|
/s/ Frank J. Dellaquila
|
Frank
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,
|
|
Chief
Executive Officer and President
|
|
Emerson
Electric Co.
|
|
February
3, 2010
|
|
(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/ Frank J. Dellaquila
|
|
Frank
J. Dellaquila
|
|
Senior
Vice President and
|
|
Chief
Financial Officer
|
|
Emerson
Electric Co.
|
|
February
3, 2010
|