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Missouri
(State
or other jurisdiction of
incorporation
or organization)
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43-0259330
(I.R.S.
Employer
Identification
No.)
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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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Title of each class
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Name of each exchange on
which registered
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Common
Stock of $0.50 par value per share
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New
York Stock Exchange
Chicago
Stock Exchange
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Large
accelerated filer
x
|
Accelerated
filer
¨
|
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Non-accelerated
filer
¨
(Do
not check if a smaller reporting company)
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Smaller
reporting company
¨
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1.
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Portions
of Emerson Electric Co. 2010 Annual Report to Stockholders (Parts I and
II).
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2.
|
Portions
of Emerson Electric Co. Notice of 2011 Annual Meeting of Stockholders and
Proxy Statement (Part III).
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·
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Process
Management
- providing measurement, control and diagnostic
capabilities for automated industrial processes producing items such as
foods, fuels, medicines and power.
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·
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Industrial
Automation
- bringing integrated manufacturing solutions to diverse
industries worldwide.
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·
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Network Power
-
providing power conditioning and reliability and environmental control to
help keep telecommunication systems, data networks and other critical
business applications continuously
operating.
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·
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Climate
Technologies
- enhancing household and commercial comfort as well
as food safety and energy efficiency through air conditioning and
refrigeration technology.
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·
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Tools and
Storage
- providing tools for professionals and homeowners, home
and commercial storage systems, and appliance
solutions.
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2009
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2010
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|||||||
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Process
Management
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$ | 2,609 | 2,868 | |||||
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Industrial
Automation
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385 | 619 | ||||||
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Network
Power
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1,066 | 1,641 | ||||||
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Climate
Technologies
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373 | 395 | ||||||
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Tools
and Storage
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182 | 93 | ||||||
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Total
Backlog
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$ | 4,615 | 5,616 | |||||
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Name
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Position
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Age
|
Fiscal Year
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|||
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D.
N. Farr*
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Chairman
of the Board and Chief Executive Officer
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55
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1985
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|||
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C.
W. Ashmore
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Executive
Vice President - Planning and Development
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48
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2001
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|||
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F.
J. Dellaquila
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Senior
Vice President and Chief Financial Officer
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53
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1991
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|||
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W.
J. Galvin
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Vice
Chairman
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64
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1984
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|||
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E.
L. Monser
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President
and Chief Operating Officer
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60
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2002
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|||
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C.
A. Peters
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Senior
Executive Vice President
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55
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1990
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|||
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R.
J. Schlueter
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Vice
President and Chief Accounting Officer
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56
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1992
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|||
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F.
L. Steeves
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Senior
Vice President, Secretary and General Counsel
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56
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2007
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Period
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Total Number of
Shares
Purchased (000s)
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Average Price
Paid per Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs (000s)
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs (000s)
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||||||||||||
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July
2010
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315 | $ | 46.90 | 315 | 49,577 | |||||||||||
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August
2010
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250 | $ | 48.57 | 250 | 49,327 | |||||||||||
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September
2010
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12 | $ | 48.46 | 12 | 49,315 | |||||||||||
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Total
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577 | $ | 47.66 | 577 | 49,315 | |||||||||||
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2006
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2007
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2008
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2009
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2010
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||||||||||||||||
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Net
sales
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$ | 18,588 | 21,013 | 23,751 | 20,102 | 21,039 | ||||||||||||||
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Earnings
from continuing operations – common stockholders
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$ | 1,809 | 2,087 | 2,446 | 1,715 | 1,978 | ||||||||||||||
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Basic
earnings per common share from continuing operations
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$ | 2.22 | 2.63 | 3.13 | 2.27 | 2.62 | ||||||||||||||
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Diluted
earnings per common share from continuing operations
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$ | 2.19 | 2.60 | 3.10 | 2.26 | 2.60 | ||||||||||||||
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Cash
dividends per common share
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$ | 0.89 | 1.05 | 1.20 | 1.32 | 1.34 | ||||||||||||||
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Long-term
debt
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$ | 3,128 | 3,372 | 3,297 | 3,998 | 4,586 | ||||||||||||||
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Total
assets
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$ | 18,672 | 19,680 | 21,040 | 19,763 | 22,843 | ||||||||||||||
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1.
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The
consolidated financial statements and notes of the Company and its
subsidiaries and the report thereon of KPMG LLP in the 2010 Annual
Report.
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2.
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Financial
Statement Schedules
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||
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All
schedules are omitted because they are not required, not applicable or the
information is given in the financial statements or notes thereto
contained in the 2010 Annual Report.
|
|||
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3.
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Exhibits
(Listed by numbers corresponding to the Exhibit Table of Item 601 in
Regulation S-K).
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||
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3(a)
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Restated
Articles of Incorporation of Emerson Electric Co., incorporated by
reference to Emerson Electric Co. Form 10-Q for the quarter ended March
31, 2001, File No. 1-278, Exhibit 3(a); Termination of Designated Shares
of Stock and Certificate of Designation, Preferences and Rights of Series
B Junior Participating Preferred Stock, incorporated by reference to
Emerson Electric Co. 1998 Form 10-K, File No. 1-278, Exhibit
3(a).
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||
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3(b)
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Bylaws
of Emerson Electric Co., as amended through November 2, 2010, incorporated
by reference to Emerson Electric Co. Form 8-K dated November 5, 2010,
Exhibit 3.1.
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||
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4(a)
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Indenture
dated as of April 17, 1991, between Emerson Electric Co. and The Boatmen's
National Bank of St. Louis, Trustee, incorporated by reference to Emerson
Electric Co. Registration Statement on Form S-3, File No. 33-62545,
Exhibit 4.1.
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||
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4(b)
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Indenture
dated as of December 10, 1998, between Emerson Electric Co. and The Bank
of New York, Trustee, incorporated by reference to Emerson Electric Co.
1998 Form 10-K, File No. 1-278, Exhibit 4(b).
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No
other long-term debt instruments are filed since the total amount of
securities authorized under any such instrument does not exceed 10 percent
of the total assets of Emerson Electric Co. and its subsidiaries on a
consolidated basis. Emerson Electric Co. agrees to furnish a copy of such
instruments to the SEC upon request.
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10(a)*
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1991
Stock Option Plan, as amended, incorporated by reference to Emerson
Electric Co. 1997 Form 10-K, File No. 1-278, Exhibit 10(e) and Amendment
No. 1 thereto, incorporated by reference to Emerson Electric Co. 2000 Form
10-K, File No. 1-278, Exhibit
10(c).
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10(b)*
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Third
Amendment to the Emerson Electric Co. 1993 Incentive Shares Plan, as
restated, incorporated by reference to Emerson Electric Co. 1996 Form
10-K, File No. 1-278, Exhibit 10(g), and Fourth Amendment thereto,
incorporated by reference to Emerson Electric Co. 2001 Form 10-K, File No.
1-278, Exhibit 10(d).
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10(c)*
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Amended
and Restated Emerson Electric Co. Continuing Compensation Plan for
Non-Management Directors, incorporated by reference to Emerson Electric
Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(c).
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10(d)*
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Amended
and Restated Deferred Compensation Plan for Non-Employee Directors and
Forms of Payment Election Form, Initial Notice of Election and Notice of
Election Change, incorporated by reference to Emerson Electric Co. 2007
Form 10-K, File No. 1-278, Exhibit 10(d).
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10(e)*
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First
Amendment to the Emerson Electric Co. Supplemental Executive Retirement
Plan, incorporated by reference to Emerson Electric Co. 1999 Form 10-K,
File No. 1-278, Exhibit 10(h), and Form of Change of Control Election,
incorporated by reference to Emerson Electric Co. Form 8-K dated October
1, 2004, Exhibit 10.9 (applicable only with respect to benefits vested as
of December 31, 2004).
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10(f)*
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Amended
and Restated Emerson Electric Co. Pension Restoration Plan and Forms of
Participation Award Letter, Acceptance of Award and Benefit Election Forms
(applicable only with respect to benefits after January 1, 2005),
incorporated by reference to Emerson Electric Co. 2007 Form 10-K, File No.
1-278, Exhibit 10(f).
|
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10(g)*
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Fifth
Amendment to the Supplemental Executive Savings Investment Plan,
incorporated by reference to Emerson Electric Co. Form 10-Q for the
quarter ended March 31, 1999, File No. 1-278, Exhibit 10(j), and Form of
Participation Agreement and Form of Annual Election, incorporated by
reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit
10.8 (applicable only with respect to benefits vested as of December 31,
2004).
|
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10(h)*
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Amended
and Restated Emerson Electric Co. Savings Investment Restoration Plan and
Forms of Participation Agreement, Annual Election Form and Payment
Election Form (applicable only with respect to benefits after January 1,
2005), incorporated by reference to Emerson Electric Co. 2007 Form 10-K,
File No. 1-278, Exhibit 10(h), and First Amendment to Emerson Electric Co.
Savings Investment Restoration Plan, incorporated by reference to Emerson
Electric Co. Form 10-Q for the quarter ended March 31, 2008, File No.
1-278, Exhibit 10.1.
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||
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10(i)*
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Amended
and Restated Emerson Electric Co. Annual Incentive Plan and Form of
Acceptance of Award, incorporated by reference to Emerson Electric Co.
2007 Form 10-K, File No. 1-278, Exhibit 10(i).
|
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10(j)*
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1997
Incentive Shares Plan, incorporated by reference to Emerson Electric Co.
1997 Proxy Statement dated December 6, 1996, File No. 1-278, Exhibit A,
and First Amendment thereto, incorporated by reference to Emerson Electric
Co. 2001 Form 10-K, File No. 1-278, Exhibit 10(j), Amendment for 409A
Compliance, incorporated by reference to Emerson Electric Co. 2007 Form
10-K, File No. 1-278, Exhibit 10(j), Form of Performance Share Award
Certificate, Forms of Acceptance of Award and Change of Control Election,
incorporated by reference to Emerson Electric Co. Form 8-K dated October
1, 2004, Exhibit 10.5, and Form of Restricted Shares Award Agreement,
incorporated by reference to Emerson Electric Co. Form 8-K dated October
1, 2004, Exhibit 10.6.
|
||
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10(k)*
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1998
Stock Option Plan, incorporated by reference to Emerson Electric Co. 1998
Proxy Statement dated December 12, 1997, File No. 1-278, Appendix A, and
Amendment No. 1
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thereto,
incorporated by reference to Emerson Electric Co. 2000 Form 10-K, File No.
1-278, Exhibit 10(l), Form of Notice of Grant of Stock Options and Option
Agreement and Form of Incentive Stock Option Agreement, incorporated by
reference to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit
10.1, and Form of Notice of Grant of Stock Options and Option Agreement
and Form of Nonqualified Stock Option Agreement, incorporated by reference
to Emerson Electric Co. Form 8-K dated October 1, 2004, Exhibit
10.2.
|
|||
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10(l)*
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2001
Stock Option Plan, incorporated by reference to Emerson Electric Co. 2002
Proxy Statement dated December 12, 2001, File No. 1-278, Appendix A, Form
of Notice of Grant of Stock Options and Option Agreement and Form of
Incentive Stock Option Agreement, incorporated by reference to Emerson
Electric Co. Form 8-K dated October 1, 2004, Exhibit 10.3, and Form of
Notice of Grant of Stock Options and Option Agreement and Form of
Nonqualified Stock Option Agreement, incorporated by reference to Emerson
Electric Co. Form 8-K dated October 1, 2004, Exhibit
10.4.
|
||
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10(m)*
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Emerson
Electric Co. Description of Split Dollar Life Insurance Program
Transition, incorporated by reference to Emerson Electric Co. Form 8-K
dated August 31, 2005, Exhibit 10.1.
|
||
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10(n)*
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Amended
and Restated Restricted Stock Plan for Non-Management Directors,
incorporated by reference to Emerson Electric Co. Form 10-Q for the
quarter ended December 31, 2009, File No. 1-278, Exhibit 10.1, 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, incorporated by
reference to Emerson Electric Co. Form 10-Q for the quarter ended December
31, 2009, File No. 1-278, Exhibit 10.1.
|
||
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10(o)*
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Description
of Non-Management Director Compensation, incorporated by reference to
Emerson Electric Co. Form 10-Q for the quarter ended March 31, 2007, File
No. 1-278, Exhibit 10.1, and Summary of Changes to Compensation
Arrangements for Non-Management Directors, incorporated by reference to
Emerson Electric Co. Form 10-Q for the quarter ended June 30, 2008, File
No. 1-278, Exhibit 10.2.
|
||
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10(p)*
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Description
of Named Executive Officer Compensation, incorporated by reference to
Emerson Electric Co. Form 10-Q for the quarter ended December 31, 2004,
Exhibit 10.1.
|
||
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10(q)*
|
Emerson
Electric Co. 2006 Incentive Shares Plan, incorporated by reference to
Emerson Electric Co. 2006 Proxy Statement dated December 16, 2005,
Appendix C, Amendment for 409A Compliance, incorporated by reference to
Emerson Electric Co. 2007 Form 10-K, File No. 1-278, Exhibit 10(q), Forms
of Performance Share Award Certificate, Acceptance of Award and Restricted
Share Award Agreement, incorporated by reference to Emerson Electric Co.
2007 Form 10-K, File No. 1-278, Exhibit 10(q), Forms of Performance Share
Award Certificate, Acceptance of Award and 2010 Performance Shares Program
Award Summary, incorporated by reference to Emerson Electric Co. Form 10-Q
for the quarter ended December 31, 2009, File No. 1-278, Exhibit 10.2, and
Amendment to Emerson Electric Co. 2006 Incentive Shares Plan, incorporated
by reference to Emerson Electric Co. Form 10-Q for the quarter ended June
30, 2008, File No. 1-278, Exhibit 10.1.
|
||
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10(r)
|
Long-Term
Credit Agreement dated as of April 28, 2006, incorporated by reference to
Emerson Electric Co. Form 8-K dated May 2, 2006, Exhibit
10.1.
|
||
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12
|
Ratio
of Earnings to Fixed
Charges.
|
|
13
|
Portions
of Emerson Electric Co. Annual Report to Stockholders for the year ended
September 30, 2010, incorporated by reference herein.
|
||
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21
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Subsidiaries
of Emerson Electric Co.
|
||
|
23
|
Consent
of Independent Registered Public Accounting Firm.
|
||
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24
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Power
of Attorney.
|
||
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31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
||
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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 years ended September 30, 2008, 2009 and 2010, (ii)
Consolidated Balance Sheets at September 30, 2009 and 2010, (iii)
Consolidated Statements of Equity for the years ended September 30, 2008,
2009 and 2010, (iv) Consolidated Statements of Cash Flows for the years
ended September 30, 2008, 2009 and 2010, and (v) Notes to Consolidated
Financial Statements for the year ended September 30, 2010. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Annual Report on Form 10-K 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.
|
||
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*
Management contract or compensatory
plan.
|
|
EMERSON
ELECTRIC CO.
|
||||
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By
|
/s/
|
F. J. Dellaquila
|
||
|
F.
J. Dellaquila
|
||||
|
Senior
Vice President and
|
||||
|
Chief
Financial Officer
|
||||
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Signature
|
Title
|
|||
|
/s/
|
D. N. Farr
|
Chairman
of the Board and Chief Executive Officer
|
||
|
D.
N. Farr
|
||||
|
/s/
|
W. J. Galvin
|
Vice
Chairman and Director
|
||
|
W.
J. Galvin
|
||||
|
/s/
|
F. J. Dellaquila
|
Senior
Vice President and Chief Financial Officer
|
||
|
F.
J. Dellaquila
|
||||
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/s/
|
R. J. Schlueter
|
Vice
President and Chief Accounting Officer
|
||
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R.
J. Schlueter
|
||||
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*
|
Director
|
|||
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C.
A. H. Boersig
|
||||
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*
|
Director
|
|||
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A.
A. Busch III
|
||||
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*
|
Director
|
|||
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C.
Fernandez G.
|
||||
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*
|
Director
|
|||
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A.
F. Golden
|
||||
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*
|
Director
|
|||
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H.
Green
|
||||
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*
|
Director
|
|||
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R.
B. Horton
|
||||
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*
|
Director
|
|||
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W.
R. Johnson
|
||||
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*
|
Director
|
|||
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V.
R. Loucks, Jr.
|
||||
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*
|
Director
|
|||
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J.
B. Menzer
|
||||
|
*
|
Director
|
|||
|
C.
A. Peters
|
||||
|
*
|
Director
|
|||
|
J.
W. Prueher
|
||||
|
*
|
Director
|
|||
|
R.
L. Ridgway
|
||||
|
*
|
Director
|
|||
|
R.
L. Stephenson
|
|
*
By
|
/s/
|
F. J. Dellaquila
|
||
|
F.
J. Dellaquila
|
||||
|
Attorney-in-Fact
|
||||
|
Exhibit No.
|
Exhibit
|
|
|
12
|
Ratio
of Earnings to Fixed Charges
|
|
|
13
|
Portions
of Emerson Electric Co. Annual Report to Stockholders for the year ended
September 30, 2010, incorporated by reference herein
|
|
|
21
|
Subsidiaries
of Emerson Electric Co.
|
|
|
23
|
Consent
of Independent Registered Public Accounting Firm
|
|
|
24
|
Power
of Attorney
|
|
|
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 years ended September 30, 2008, 2009 and 2010, (ii)
Consolidated Balance Sheets at September 30, 2009 and 2010, (iii)
Consolidated Statements of Equity for the years ended September 30, 2008,
2009 and 2010, (iv) Consolidated Statements of Cash Flows for the years
ended September 30, 2008, 2009 and 2010, and (v) Notes to Consolidated
Financial Statements for the year ended September 30, 2010. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Annual Report on Form 10-K 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.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|