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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM i10-Q
i☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
(Exact name of registrant as specified in its charter)
iMissouri
i43-0259330
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i8000 W. Florissant Ave.
iP.O.
Box 4100
iSt. Louis,
iMissouri
i63136
(Address
of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (i314)i553-2000
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock of $0.50 par value per share
iEMR
iNew
York Stock Exchange
NYSE Chicago
i0.375% Notes due 2024
iEMR 24
iNew
York Stock Exchange
i1.250% Notes due 2025
iEMR 25A
iNew
York Stock Exchange
i2.000% Notes due 2029
iEMR 29
iNew
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. iYes☒ 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).
iYes☒
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.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
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 i☐No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common stock of $0.50 par value per share outstanding at June 30, 2021:i597.8
million shares.
(Dollars and shares in millions, except per share amounts or where
noted)
(1) iBASIS 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, 2020. Certain prior year amounts have been reclassified to conform to current year presentation - see Note 12.
Effective October 1, 2020, the
Company adopted two accounting standard updates and one new accounting standard which had an immaterial impact on the Company's financial statements as of and for the nine months ended June 30, 2021. These included:
•Updates to ASC 350, Intangibles - Goodwill and Other, which eliminate the requirement to measure impairment based on the implied fair value of goodwill compared to the carrying amount of a reporting unit’s goodwill. Instead, goodwill impairment will be measured as the excess of a reporting unit’s carrying amount over its estimated fair value.
•Updates to ASC 350, Intangibles
- Goodwill and Other, which align the requirements for capitalizing implementation costs incurred in a software hosting arrangement with the requirements for costs incurred to develop or obtain internal-use software.
•Adoption of ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach to estimate lifetime expected credit losses on certain types of financial instruments, including trade receivables.
(2) iREVENUE
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 12 for additional information about the Company's revenues.
iThe
following table summarizes the balances of the Company's unbilled receivables (contract assets), which are reported in Other current assets, and its customer advances (contract liabilities), which are reported in Accrued expenses.
The
majority of the Company's contract balances relate to arrangements where revenue is recognized over time and payments from customers are made according to a contractual billing schedule. The increase in net contract liabilities was due to customer billings which exceeded revenue recognized for performance completed during the period. Revenue recognized for the three and nine months ended June 30, 2021 included $i53
and $i415 that was included in the beginning contract liability balance. Other factors that impacted the change in net contract liabilities were immaterial. Revenue recognized for the three and nine months ended June 30, 2021 for performance obligations that
6
were
satisfied in previous periods, including cumulative catchup adjustments on the Company's long-term contracts, was not material.
As of June 30, 2021, the Company's backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $i6.6
billion. The Company expects to recognize approximately i80 percent of its remaining performance obligations as revenue over the next i12
months, with the remainder substantially over the subsequent two years thereafter.
(3) iWEIGHTED-AVERAGE COMMON SHARES
Reconciliations of weighted-average shares for basic and diluted earnings per common share follow. Earnings allocated to participating securities were inconsequential.i
On October 1, 2020, the Company completed the acquisition of Open Systems International, Inc. (OSI), a leading operations technology software provider in the global power industry, for approximately $i1.6
billion, net of cash acquired. This business, which has annual sales of approximately $i170 and is reported in the Automation Solutions segment, expands the Company's offerings in the power industry to include the digitization and modernization of the electric grid. The Company recognized goodwill of $i960
(inone of which is expected to be tax deductible), identifiable intangible assets of $i783,
primarily intellectual property and customer relationships with a weighted-average useful life of approximately i11 years, and deferred tax liabilities of approximately $i185.
Results of operations for the three months ended June 30, 2021 included first-year pretax acquisition accounting charges related to backlog amortization and deferred revenue of $i7 and $i3, respectively,
while year-to-date results included $i24 and $i11, respectively.
On November 17, 2020, the
Company acquired the remaining interest of an equity investment for approximately $i19, net of cash acquired.
The Company acquired ithree
businesses in fiscal 2020, itwo in the Automation Solutions segment and ione in the Climate Technologies segment, for $i126,
net of cash acquired.
As previously disclosed, the Company sold its network power systems business (rebranded as Vertiv, now a publicly traded company, symbol VRT) in 2017 and retained a subordinated interest contingent upon the equity holders first receiving a threshold return on their initial investment. As of August 4, 2021, the equity holders have received a return on their investment substantially up to the threshold. Based on the terms of the agreement and the current calculation, the Company could receive approximately $i600
on a pretax basis through periodic distributions over the next two 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 distributions to the Company. As of June 30, 2021, no amounts have been recognized in the financial statements related to this gain contingency.
7
(5) iPENSION
& POSTRETIREMENT PLANS
iTotal periodic pension and postretirement (income) expense is summarized below:
Amortization
of intangibles (intellectual property and customer relationships)
$
i60
i71
i178
i223
Restructuring
costs
i88
i28
i216
i111
Special
advisory fees
i—
i—
i13
i—
Other
i33
(i11)
(i6)
(i91)
Total
$
i181
i88
i401
i243
/
The
increase in intangibles amortization for the three and nine months ended June 30, 2021 was due to the OSI acquisition, including backlog amortization of $i7 and $i24,
respectively. The change in Other for the third quarter of fiscal 2021 included a favorable impact from foreign currency transactions of $i25 due to losses in the prior year and a favorable impact from pensions. For the nine months ended June 30, 2021, the change in Other reflects a favorable impact from pensions and investment-related gains, including gains in the first quarter of fiscal 2021 of $i21
from an investment sale and $i17 from the acquisition of the remaining interest of an equity investment, and a gain in the second quarter of $i31
from the sale of an equity investment.
(7) iRESTRUCTURING 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. Costs incurred in the first nine months of fiscal 2021 relate to the Company's initiatives that began in the third quarter of fiscal 2019 to improve operating margins and were increased in response to the effects of the COVID-19 pandemic on demand for the Company's products. Expenses incurred in the first nine months of fiscal 2021 included costs related to workforce reductions of approximately i1,900
employees. The Company expects fiscal 2021 restructuring expense and related costs to be approximately $i200, including costs to complete actions initiated in the first nine months of the year.
8
iRestructuring
expense by business segment follows:
The
tables above do not include $i6 and $i4 of costs related to restructuring actions incurred for the three months ended June 30, 2020 and 2021, respectively, that are required
to be reported in cost of sales and selling, general and administrative expenses; year-to-date amounts are $i15 and $i11, respectively.
(8)
iTAXES
Income taxes were $i151 in the third quarter of fiscal 2021 and $i51
in 2020, resulting in effective tax rates of i19 percent and i11 percent, respectively. The
current year rate included $i24 of favorable net discrete tax items which decreased the rate i3 percentage points. The prior year rate included $i57
of discrete benefits, which decreased the rate i12 percentage points, related to updates to estimates for the prior year U.S. income tax return and the impact of a research and development tax credit study.
Income taxes were $i431
for the first nine months of 2021 and $i310 for 2020, resulting in effective tax rates of i21 percent and i20
percent, respectively. The current year and prior year rates included favorable net discrete items which reduced the rates i1 percentage point and i3 percentage points, respectively.
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 $i73 of certain payroll taxes through the end of calendar year 2020, half of which is due in December 2021 with the remainder
due in December 2022.
Other
intangible assets include customer relationships, net, of $i1,328 and $i1,554 as of September 30, 2020 and June 30,
2021, respectively. The increases in goodwill and other intangible assets reflect the acquisition of OSI. See Note 4.
The
increase in deferred income taxes is largely due to the OSI acquisition.
(10) iFINANCIAL INSTRUMENTS
Following is a discussion regarding the Company’s use of financial instruments:
Hedging Activities – As of June 30,
2021, the notional amount of foreign currency hedge positions was approximately $i1.9 billion, and commodity hedge contracts totaled approximately $i139
(primarily i42 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 June 30, 2021 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 €i1.5 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.
10
The following gains and losses are included in earnings and other comprehensive income (OCI) for the three and nine months endedJune 30, 2021 and 2020:i
Into
Earnings
Into OCI
3rd Quarter
Nine Months
3rd Quarter
Nine Months
Gains (Losses)
Location
2020
2021
2020
2021
2020
2021
2020
2021
Commodity
Cost
of sales
$
(i4)
i13
(i8)
i24
i17
i8
i1
i34
Foreign
currency
Sales
(i2)
i—
(i5)
i2
i6
i—
i1
i3
Foreign
currency
Cost of sales
(i3)
i3
i8
i5
i21
i1
(i28)
i28
Foreign
currency
Other deductions, net
(i26)
i8
(i5)
i33
Net
Investment Hedges
Euro denominated debt
(i72)
i6
(i41)
(i21)
Total
$
(i35)
i24
(i10)
i64
(i28)
i15
(i67)
i44
/
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.
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 June 30,
2021, the fair value of long-term debt was $i6.9 billion, which exceeded the carrying value by $i526. The fair values of commodity and foreign currency contracts
were reported in Other current assets and Accrued expenses and did not materially change since September 30, 2020.
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. iNo collateral was posted with counterparties and inone
was held by the Company as of June 30, 2021.
11
(11) iACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
iActivity in Accumulated other comprehensive income (loss) for the three and nine months ended June 30, 2021 and 2020 is shown below, net of income taxes:
Other
comprehensive income (loss), net of tax of $i17, $(i1),
$i10 and $i5, respectively
i135
(i6)
(i48)
i163
Ending
balance
(i842)
(i548)
(i842)
(i548)
Pension
and postretirement
Beginning balance
(i870)
(i810)
(i928)
(i864)
Amortization
of deferred actuarial losses into earnings, net of tax of $(i9), $(i8),
$(i26) and $(i24),
respectively
i29
i27
i87
i81
Ending
balance
(i841)
(i783)
(i841)
(i783)
Cash
flow hedges
Beginning balance
(i56)
i30
i—
(i2)
Deferral
of gains (losses) arising during the period, net of tax of $(i11), $(i2),
$i6 and $(i15),
respectively
i33
i7
(i20)
i50
Reclassification
of realized (gains) losses to sales and cost of sales, net of tax of $(i2), $i3,
$(i1) and $i7,
respectively
i7
(i13)
i4
(i24)
Ending
balance
(i16)
i24
(i16)
i24
Accumulated
other comprehensive income (loss)
$
(i1,699)
(i1,307)
(i1,699)
(i1,307)
/
(12)
iBUSINESS SEGMENTS
iSummarized information about the
Company's results of operations by business segment follows:
Three
Months Ended June 30,
Nine Months Ended June 30,
Sales
Earnings
Sales
Earnings
2020
2021
2020
2021
2020
2021
2020
2021
Automation
Solutions
$
i2,589
i2,947
i311
i521
i8,150
i8,432
i1,012
i1,353
Climate
Technologies
i970
i1,268
i195
i274
i2,869
i3,459
i563
i731
Tools
& Home Products
i357
i489
i58
i101
i1,219
i1,419
i233
i311
Commercial
& Residential Solutions
i1,327
i1,757
i253
i375
i4,088
i4,878
i796
i1,042
Stock
compensation
(i51)
(i66)
(i69)
(i191)
Unallocated
pension and postretirement costs
i12
i24
i37
i71
Corporate
and other
(i22)
(i33)
(i90)
(i76)
Eliminations/Interest
(i2)
(i7)
(i45)
(i37)
(i11)
(i21)
(i116)
(i115)
Total
$
i3,914
i4,697
i458
i784
i12,227
i13,289
i1,570
i2,084
/
12
iIn
fiscal 2021, the Company reclassified certain software product sales that were previously reported in Measurement and Analytical Instrumentation to Systems & Software (previously described as Process Control Systems & Solutions). Automation Solutions sales by major product offering are summarized below, including the reclassification of prior year amounts to reflect this change.
Depreciation
and amortization (includes intellectual property, customer relationships and capitalized software) by business segment are summarized below:
Management's Discussion and Analysis of Financial Condition and Results of Operations
(Dollars are in millions, except per share amounts or where noted)
OVERVIEW
For the third quarter of fiscal 2021, net sales were $4.7 billion, up 20 percent compared with the prior year, supported by foreign currency translation which added 4 percent and the Open Systems International, Inc. (OSI) acquisition which added 1 percent. Underlying sales, which exclude foreign currency translation, acquisitions and divestitures, were up 15 percent. Automation Solutions underlying sales were
up high single digits, as all businesses turned positive and all geographies were up mid-to-high single digits. Commercial & Residential Solutions underlying sales were up sharply, reflecting strong growth across all businesses and geographies including robust demand in North American residential markets and global cold chain markets. Both business platforms also benefited from the impact of COVID-19 on prior year comparisons.
Net earnings common stockholders were $627, up 57 percent, and diluted earnings per share were $1.04, up 55 percent compared with $0.67 in the prior year. Operating results increased $0.33 per share, reflecting higher sales and strong segment margins due to significant savings from the Company's restructuring and cost reset actions. Third quarter results also benefited from lower restructuring costs ($0.09 per share) and favorable
foreign currency translation ($0.06), offset by a higher tax rate compared to the prior year ($0.10 per share) and first year acquisition accounting charges related to the OSI acquisition ($0.01 per share).
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30
Following is an analysis of the Company’s operating results for the third quarter ended June 30, 2021, compared with the third quarter ended June 30, 2020.
2020
2021
Change
Net
sales
$
3,914
4,697
20
%
Gross profit
$
1,618
1,982
23
%
Percent of sales
41.3
%
42.2
%
SG&A
$
934
1,073
15
%
Percent
of sales
23.8
%
22.9
%
Other
deductions, net
$
181
88
Amortization of intangibles
$
60
71
Restructuring costs
$
88
28
Interest
expense, net
$
45
37
Earnings before income taxes
$
458
784
71
%
Percent
of sales
11.7
%
16.7
%
Net earnings common stockholders
$
399
627
57
%
Percent
of sales
10.2
%
13.3
%
Diluted earnings per share
$
0.67
1.04
55
%
Net
sales for the third quarter of fiscal 2021 were $4.7 billion, up 20 percent compared with 2020. Automation Solutions sales were up 14 percent and Commercial & Residential Solutions sales were up 32 percent. Underlying sales were up 15 percent, as foreign currency translation added 4 percent and the OSI acquisition added 1 percent. Underlying sales were up 18 percent in the U.S. and up 13 percent internationally. The Americas was up 18 percent, Europe was up 13 percent and Asia, Middle East & Africa was up 11 percent (China up 7 percent).
Cost of sales for the third quarter of fiscal 2021 were $2,715, an increase of $419 compared with 2020, due to higher sales volume, the impact of foreign currency translation and the OSI acquisition. Gross margin of 42.2 percent
14
increased
0.9 percentage points compared with the prior year reflecting leverage on higher sales volume, partially offset by unfavorable price-cost in Commercial & Residential Solutions.
Selling, general and administrative (SG&A) expenses of $1,073 increased $139 compared with the prior year on increased sales volume and higher stock and other performance-based compensation expense. SG&A as a percent of sales decreased 0.9 percentage points to 22.9 percent reflecting savings from the Company's restructuring and cost reset actions.
Other deductions, net were $88 in 2021, a decrease of $93 compared with the prior year, reflecting lower restructuring costs of $60, a favorable impact from foreign currency
transactions of $25 due to losses in the prior year, and a favorable impact from pensions, partially offset by higher intangibles amortization of $11, primarily related to the OSI acquisition. See Notes 6 and 7.
Pretax earnings of $784 increased $326, up 71 percent compared with the prior year. Earnings increased $210 in Automation Solutions and $122 in Commercial & Residential Solutions, while costs reported at Corporate increased $14. See the Business Segments discussion that follows and Note 12.
Income taxes were $151 for 2021 and $51 for 2020, resulting in effective tax rates of 19 percent and 11 percent, respectively. The current year rate included $24 of favorable net discrete tax items which decreased the rate 3 percentage points, while the prior year rate included $57 of discrete benefits which decreased
the rate 12 percentage points.
Net earnings common stockholders in the third quarter of fiscal 2021 were $627, up 57 percent, compared with $399 in the prior year, and earnings per share were $1.04, up 55 percent, compared with $0.67 in the prior year. See discussion in the Overview above for further details.
Business Segments
Following is an analysis of operating results for the Company’s business segments for the third quarter ended June 30, 2021, compared with the third quarter ended June 30, 2020. The
Company defines segment earnings as earnings before interest and taxes. See Note 12 for a discussion of the Company's business segments.
AUTOMATION SOLUTIONS
Three Months Ended June 30
2020
2021
Change
Sales
$
2,589
2,947
14
%
Earnings
$
311
521
67
%
Margin
12.0
%
17.7
%
Sales
by Major Product Offering
Measurement & Analytical Instrumentation
$
709
781
10
%
Valves, Actuators & Regulators
842
880
5
%
Industrial
Solutions
469
593
26
%
Systems & Software
569
693
22
%
Total
$
2,589
2,947
14
%
Automation
Solutions sales were $2.9 billion in the third quarter, an increase of $358 or 14 percent. Underlying sales increased 8 percent on 7 percent higher volume and 1 percent higher price, reflecting recovery in global markets from the impacts of COVID-19. Foreign currency translation had a 4 percent favorable impact and the OSI acquisition had a 2 percent favorable impact. Underlying sales turned positive and increased 9 percent in the Americas (U.S. up 9 percent), as process end markets recovered, while Europe increased 6 percent and Asia, Middle East & Africa increased 7 percent (China up 5 percent). Sales for Measurement & Analytical Instrumentation increased $72, or 10 percent, and Valves, Actuators & Regulators increased $38, or 5 percent, as market conditions continued to improve for North American process industries. Measurement & Analytical sales were strong in Asia, Middle East & Africa, while demand
in Europe for both businesses was soft. Industrial Solutions sales were up $124, or 26 percent, reflecting strong global demand in discrete end markets. Systems & Software increased $124, or 22 percent, on strength in process end markets in North America and Europe and solid growth in Asia, Middle East & Africa, while power end markets were strong in North America, and the OSI acquisition added $51. Earnings were $521, an increase of $210, or 67 percent, and margin increased 5.7 percentage points to 17.7 percent, reflecting leverage on
15
higher
volume, lower restructuring expenses which benefited margins 2.5 percentage points, savings from cost reduction actions and favorable price-cost.
COMMERCIAL & RESIDENTIAL SOLUTIONS
Three Months Ended June 30
2020
2021
Change
Sales:
Climate
Technologies
$
970
1,268
31
%
Tools & Home Products
357
489
37
%
Total
$
1,327
1,757
32
%
Earnings:
Climate
Technologies
$
195
274
40
%
Tools & Home Products
58
101
74
%
Total
$
253
375
48
%
Margin
19.1
%
21.3
%
Commercial
& Residential Solutions sales were $1.8 billion in the third quarter, up $430, or 32 percent compared to the prior year. Underlying sales increased 29 percent due to strong growth across all businesses and geographies while foreign currency translation added 3 percent. Results also benefited from comparisons to prior year results which were negatively impacted by COVID-19. Overall, underlying sales increased 29 percent in the Americas (U.S. up 28 percent), 37 percent in Europe and 25 percent in Asia, Middle East & Africa (China up 15 percent). Climate Technologies sales were $1.3 billion in the third quarter, an increase of $298, or 31 percent. Air conditioning and heating sales were up 20 percent and cold chain sales were up over 40 percent, reflecting strong global demand across all end markets, especially food service, food retail and aftermarket. Tools & Home
Products sales were $489 in the third quarter, an increase of $132, or 37 percent. Sales of wet/dry vacuums were robust in part due to competitor outages, while professional tools and food waste disposers were up sharply. Earnings were $375, up 48 percent compared with the prior year, and margin increased 2.2 percentage points to 21.3 percent due to leverage on higher sales volume and savings from cost reduction actions, partially offset by unfavorable price-cost.
16
RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30
Following is an analysis of the Company’s operating results for the nine months ended June 30, 2021, compared with the nine months ended June 30, 2020.
2020
2021
Change
Net
sales
$
12,227
13,289
9
%
Gross profit
$
5,127
5,567
9
%
Percent of sales
41.9
%
41.9
%
SG&A
$
3,040
3,125
3
%
Percent
of sales
24.8
%
23.5
%
Other deductions, net
$
401
243
Amortization
of intangibles
$
178
223
Restructuring costs
$
216
111
Interest expense, net
$
116
115
Earnings
before income taxes
$
1,570
2,084
33
%
Percent of sales
12.8
%
15.7
%
Net
earnings common stockholders
$
1,242
1,633
31
%
Percent of sales
10.2
%
12.3
%
Diluted
earnings per share
$
2.04
2.71
33
%
Net sales for the first nine months of 2021 were $13.3 billion, up 9 percent compared with 2020. Automation Solutions sales were up 3 percent while Commercial & Residential Solutions sales were up 19 percent. Underlying sales were up 5 percent, as foreign currency translation added 3 percent and
acquisitions added 1 percent. Underlying sales increased 1 percent in the U.S. and increased 8 percent internationally. The Americas was up 2 percent, Europe was up 8 percent and Asia, Middle East & Africa was up 9 percent (China up 16 percent).
Cost of sales for 2021 were $7,722, an increase of $622 versus $7,100 in 2020, primarily due to the impact of higher sales volume in Commercial & Residential Solutions, foreign currency translation, and the OSI acquisition. Gross margin was 41.9 percent, flat compared to the prior year, as leverage on higher sales volume was offset by unfavorable mix and unfavorable price-cost in Commercial & Residential Solutions.
SG&A expenses of $3,125 increased $85 compared with the prior year on higher stock compensation expense, as well as increased sales volume. SG&A as a percent of sales
decreased 1.3 percentage points to 23.5 percent, reflecting significant savings from the Company's restructuring and cost reset actions, partially offset by higher stock compensation expense of $122 (0.8 percentage points) due to a higher share price in the current year.
Other deductions, net were $243 in 2021, a decrease of $158 compared with the prior year, reflecting lower restructuring costs of $105, investment-related gains, including gains in the first quarter of fiscal 2021 of $21 from an investment sale and $17 from the acquisition of the remaining interest of an equity investment, and a gain in the second quarter of $31 from the sale of an equity investment, and a favorable impact from pensions. These
items were partially offset by higher intangibles amortization of $45, primarily related to the OSI acquisition. See Notes 6 and 7.
Pretax earnings of $2,084 increased $514, or 33 percent. Earnings increased $341 in Automation Solutions and $246 in Commercial & Residential Solutions. Costs reported at Corporate increased $74, reflecting higher stock compensation expense of $122 and first year acquisition accounting charges and fees related to the OSI acquisition of $41, partially offset by the investment-related gains discussed above and lower unallocated pension and postretirement costs which decreased by $34. See the Business Segments discussion that follows and Note 12.
Income taxes were $431 for 2021 and $310 for 2020, resulting in effective tax rates of 21 percent and 20 percent,
respectively. The current year and prior year rates included favorable net discrete items which reduced the rates 1 percentage point and 3 percentage points, respectively.
17
Net earnings common stockholders in 2021 were $1,633, up 31 percent compared with the prior year, and earnings per share were $2.71, up 33 percent compared with $2.04 in 2020. Operating results increased $0.54 per share, reflecting significant savings from the Company's
restructuring and cost reset actions and leverage on higher sales volume in Commercial & Residential Solutions. Lower restructuring and advisory fees ($0.16 per share), favorable foreign currency translation ($0.05 per share), lower pension expense ($0.03 per share) and share repurchases ($0.02 per share) also benefited operating results, while higher stock compensation expense deducted $0.15 per share and a higher tax rate deducted $0.03 per share. The Company recognized several investment-related gains in the current year ($0.10 per share), while first year acquisition accounting charges and fees related to the OSI acquisition deducted $0.05 per share.
Business Segments
Following
is an analysis of operating results for the Company’s business segments for the nine months ended June 30, 2021, compared with the nine months ended June 30, 2020. The Company defines segment earnings as earnings before interest and taxes.
AUTOMATION SOLUTIONS
Nine
Months Ended June 30
2020
2021
Change
Sales
$
8,150
8,432
3
%
Earnings
$
1,012
1,353
34
%
Margin
12.4
%
16.0
%
Sales
by Major Product Offering
Measurement & Analytical Instrumentation
$
2,280
2,211
(3)
%
Valves, Actuators & Regulators
2,609
2,522
(3)
%
Industrial
Solutions
1,470
1,656
13
%
Systems & Software
1,791
2,043
14
%
Total
$
8,150
8,432
3
%
Automation
Solutions sales were $8.4 billion in the first nine months of 2021, an increase of $282, or 3 percent. Underlying sales decreased 1 percent as lower volume was partially offset by slightly higher price. Foreign currency translation had a 3 percent favorable impact and the OSI acquisition added 1 percent. Underlying sales decreased 9 percent in the Americas, while Europe increased 5 percent and Asia, Middle East & Africa was up 6 percent (China up 14 percent). Sales for Measurement & Analytical Instrumentation decreased $69, or 3 percent, as process industries were weak in the first half of the year, but have improved sequentially as markets continue to recover from the impacts of COVID-19. Valves, Actuators & Regulators decreased $87, or 3 percent, reflecting slower demand in most end markets, particularly in North America and Europe, partially offset by strength in Asia. Industrial Solutions sales increased
$186, or 13 percent, on strong growth in Europe and robust growth in China, while North American discrete end markets were down slightly but continued to improve sequentially. Systems & Software increased $252, or 14 percent, reflecting the impact of the OSI acquisition which added $141. Process end markets were strong in Europe and had solid growth in Asia while North America declined. Power end markets were solid in North America, partially offset by softness in Asia. Earnings were $1,353, an increase of $341, or 34 percent, and margin increased 3.6 percentage points to 16.0 percent, as significant savings from cost reduction actions and favorable price-cost more than offset unfavorable mix, while lower restructuring expense benefited margins 1.3 percentage points.
18
COMMERCIAL
& RESIDENTIAL SOLUTIONS
Nine Months Ended June 30
2020
2021
Change
Sales:
Climate
Technologies
$
2,869
3,459
21
%
Tools & Home Products
1,219
1,419
16
%
Total
$
4,088
4,878
19
%
Earnings:
Climate
Technologies
$
563
731
30
%
Tools & Home Products
233
311
34
%
Total
$
796
1,042
31
%
Margin
19.5
%
21.4
%
Commercial
& Residential Solutions sales were $4.9 billion in the first nine months of 2021, an increase of $790, or 19 percent compared to the prior year. Underlying sales were up 17 percent due to strong global demand while foreign currency translation added 2 percent. Overall, underlying sales increased 17 percent in the Americas, 17 percent in Europe and 18 percent in Asia, Middle East & Africa (China up 22 percent). Climate Technologies sales were $3.5 billion in the first nine months of 2021, an increase of $590, or 21 percent. Air conditioning and heating sales were up mid-teens, reflecting strong demand for residential-oriented products and solutions in North America and robust growth in Europe and China. Cold chain sales were up over 20 percent, driven by favorable global market conditions and strength in food retail and aftermarket. Tools & Home Products sales were $1.4 billion in the first nine months of 2021,
up $200, or 16 percent. Sales of wet/dry vacuums were robust in part due to competitor outages, while sales were strong for food waste disposers and global professional tools, partially due to easier comparisons in the third quarter. Earnings were $1,042, up 31 percent compared to the prior year, and margin increased 1.9 percentage points, reflecting leverage on higher volume and savings from cost reduction actions, partially offset by unfavorable price-cost and mix.
The
Company's operating working capital decreased $455 compared to the same quarter last year largely due to timing-related reductions reflecting current business conditions. The interest coverage ratio (earnings before income taxes plus interest expense, divided by interest expense) of 17.8X for the first nine months of fiscal 2021 compares to 12.9X for the nine months ended June 30, 2020. The increase reflects higher pretax earnings in the current year.
Operating cash flow for the first nine months of fiscal 2021 was $2.7 billion, an increase of $866 compared with $1.9 billion in the prior year due to higher earnings and favorable operating working capital. Free cash flow of $2.4 billion in the first nine months of fiscal 2021 (operating cash flow of $2.7 billion less capital expenditures of $350) increased $845 compared to free cash flow
of $1.5 billion in 2020 (operating cash flow of $1.9 billion less capital expenditures of $329), reflecting the increase in operating cash flow. Cash used for investing activities was $1.9 billion largely due to the OSI acquisition. Cash used for financing activities was $1.3 billion, primarily due to dividends and share repurchases.
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, half of which is due in December 2021 with the remainder due in December 2022.
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Emerson
maintains a conservative financial structure to provide the strength and flexibility necessary to achieve our strategic objectives and has been successful in efficiently deploying cash where needed worldwide to fund operations, complete acquisitions and sustain long-term growth. Emerson is in a strong financial position, with total assets of $24 billion and stockholders' equity of $9 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing its capital structure on a short- and long-term basis.
FISCAL 2021 OUTLOOK
The Company delivered strong financial performance in the quarter, despite pandemic and operating-related
challenges, including material costs, availability, logistics, and labor constraints. Overall, the Company expects continued improvement in industrial and commercial demand over the remainder of 2021. Operational, supply chain, and materials inflation is expected to remain challenging through the remainder of the fiscal year. For the full year, consolidated net sales are expected to be up 9 to 10 percent, with underlying sales up 5 to 6 percent excluding a 3 percent favorable impact from foreign currency translation and a 1 percent favorable impact from the OSI acquisition. Automation Solutions net sales are expected to be up 5 to 6 percent, with underlying sales flat to up 1 percent excluding a 3 percent favorable impact from foreign currency translation and a 2 percent favorable impact from the OSI acquisition. Commercial & Residential Solutions net sales are expected to be up 17
to 18 percent, with underlying sales up 15 to 16 percent excluding a 2 percent impact from favorable foreign currency translation. Earnings per share are expected to be $3.78 to $3.80, while adjusted earnings per share, which exclude a $0.24 per share impact from restructuring actions, a $0.07 per share impact from OSI first year acquisition accounting charges and fees, and a $0.03 per share equity investment gain, are expected to be $4.06 to $4.08. Operating cash flow is expected to be approximately $3.6 billion and free cash flow, which excludes targeted capital spending of $600 million, is expected to be approximately $3.0 billion. Fiscal 2021 share repurchases are expected to be in the amount of $500 million. However, future developments related to COVID-19, including further actions taken by governmental authorities, potential shutdowns of our operations, or delays in the stabilization and recovery of economic conditions could further adversely affect our operations
and financial results, as well as those of our customers and suppliers. See Item 1A – “Risk Factors” in our Annual Report on Form 10-K.
Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the scope, duration and ultimate impact of the COVID-19 pandemic, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the "Safe Harbor Statement" of Part II, Item 7, to the
Company's Annual Report on Form 10-K for the year ended September 30, 2020 and in subsequent reports filed with the SEC, which are hereby incorporated by reference.
The United Kingdom's (UK) withdrawal from the European Union (EU), commonly known as "Brexit", was completed on January 31, 2020. Negotiations over the terms of trade and other laws and regulations took place during 2020 and an agreement between the EU and the UK was reached on December 24, 2020, which included zero tariffs and quotas on goods. The Company's net sales in the UK are principally in the Automation Solutions segment and represent less than two
percent of consolidated sales. While there could be certain incremental costs for logistics and other items, the Company expects any impact of these items will be immaterial.
Item 4. Controls and Procedures
The Company maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported in a timely manner. This system also is designed to ensure information is accumulated and communicated to management,
including the Company's certifying officers, to allow timely decisions regarding required disclosure. Based on an evaluation performed, the certifying officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the
Company's reports.
There was no change in the Company's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART
II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities (shares in 000s).
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
April 2021
803
$91.52
803
63,756
May
2021
467
$93.14
467
63,289
June 2021
801
$95.96
801
62,488
Total
2,071
$93.60
2,071
62,488
In
November 2015, the Board of Directors authorized the purchase of up to 70 million shares. In March 2020, the Board of Directors authorized the purchase of an additional 60 million shares and a total of approximately 62.5 million shares remain available for purchase under the authorizations.
Item 6. Exhibits
(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K).
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings for the three and nine months ended June 30, 2021 and 2020, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2021 and 2020, (iii) Consolidated Balance Sheets as of September 30, 2020 and June 30,
2021, (iv) Consolidated Statements of Equity for the three and nine months ended June 30, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the nine months ended June 30, 2021 and 2020, and (vi) Notes to Consolidated Financial Statements for the three and nine months ended ended June 30, 2021 and 2020.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit
101).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
