8-K 1 a2016q4release_8k.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
_______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): November 1, 2016

Emerson Electric Co.
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(Exact Name of Registrant as Specified in Charter)
 
Missouri
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(State or Other Jurisdiction of Incorporation)
1-278
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(Commission
File Number)
43-0259330
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(I.R.S. Employer Identification Number)

8000 West Florissant Avenue
St. Louis, Missouri
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(Address of Principal Executive Offices)
 
 
63136
 
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(Zip Code)
 
Registrant’s telephone number, including area code:

(314) 553-2000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




Item 2.02 Results of Operations and Financial Condition
 
Quarterly Results Press Release
 
On Tuesday, November 1, 2016, a press release was issued regarding the fourth quarter and fiscal year 2016 results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

References to underlying orders in the press release refer to the Company's trailing three-month average orders growth versus the prior year, excluding currency, acquisitions and divestitures.
 
Non-GAAP Financial Measures
 
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

Sales, margins, earnings and cash flow and segment results presented on an adjusted basis including the results of discontinued businesses and excluding repositioning items and prior year or current year divestiture gains or losses are presented to show the results on a basis similar to historically provided results to aid investors in comparisons of current results against those prior results and guidance. (U.S. GAAP measures: sales, margins, earnings, cash flow and related segment results).

Forward-Looking and Cautionary Statements

Statements in this press release 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 Emerson's ability to successfully complete on the terms and conditions contemplated, and the financial impact of, its strategic portfolio repositioning actions, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, and competitive and technological factors, among others, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit Number 
 
Description of Exhibits
 
 
 
99.1
 
Emerson's November 1, 2016 press release announcing fourth quarter and fiscal year 2016 results.
 
 



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 hereunto duly authorized.
 
 
 
EMERSON ELECTRIC CO.
(Registrant)
 
 
 
Date:
November 1, 2016
By:
/s/ John G. Shively
 
 
 
John G. Shively
Vice President and
Assistant Secretary

  



EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibits
 
 
 
99.1
 
Emerson's November 1, 2016 press release announcing fourth quarter and fiscal year 2016 results.