8-K

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): May 19, 2010

Emerson Electric Co.

(Exact Name of Registrant as Specified in Charter)

Missouri	1-278	43-0259330
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8000 West Florissant Avenue St. Louis, Missouri	63136
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(314) 553-2000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

During a previously announced presentation given on May 19, 2010 at the 2010 Electrical Products Group Conference in Longboat Key, Florida, David N. Farr, the Company’s Chairman, Chief Executive Officer and President, provided an update to the Company’s previously issued outlook for fiscal year 2010.  Portions of the slide presentation relating to the Company’s outlook for 2010 are attached hereto as Exhibit 99.1.  The presentation slides have been posted, and will be available for approximately one week, in the Investor Relations area of Emerson’s website at www.Emerson.com/financial.

The investor slide presentation 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 why 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.

Statements in the investor slide presentation that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and the Company undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

Item 9.01.   Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number Description of Exhibits

99.1 Portions of Investor Slide Presentation, posted May 19, 2010.

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:   May 19, 2010	By:	/s/ Timothy G. Westman
		Timothy G. Westman
		Vice President, Associate General Counsel
		and Assistant Secretary

3

EXHIBIT INDEX

Exhibit Number Description of Exhibits

99.1 Portions of Investor Slide Presentation, posted May 19, 2010.

4

EX-99.1

Emerson Business Summary:
2010E as of May 19th

2007

2008

2009

2007-09
CAGR

2010E

2009-10
% Change

Sales

$22.1B

$24.8B

$20.9B

(2.8%)

$21.3 to $21.9B

2-5%

OP $*

$3.5B

$4.1B

$3.2B

(4.8%)

OP %*

15.8%

16.5%

15.1%

-

+60 to 100 bps

Operating
Cash Flow

$3.0B

$3.3B

$3.1B

1.2%

$2.9 to $3.1B

Free Cash
Flow *

$2.3B

$2.6B

$2.6B

4.6%

$2.5 to $2.6B

DPS

$1.05   

$1.20

$1.32

12.1%

$1.34

1.5%

EPS

$2.66

$3.06

$2.27

(7.6%)

$2.40 to $2.60

6-15%

ROTC

20.1%

21.8%

16.2%

-

17-18%

Emerson Will Be Up on All Key Financial Measures in FY 2010 – We
Had Assumed Euro to USD Exchange Rate at 1.34, but Now It Has
Reduced to 1.25 – Will Hurt Sales in 2nd Half by ~$100M

(3%)-0% Underlying*

Reconciliation of Non-GAAP Financial
Measures

The following reconciles each non-GAAP measure (denoted with an *) with the most directly comparable GAAP measure ($ M):

2007

2008

2009

Operating Profit*

$3,496

$4,082

$3,167

% of sales*

15.8%

16.5%

15.1%

Other Deductions,
net

$105

$229

$483

EBIT

$3,391

$3,853

$2,684

% of sales

15.3%

15.5%

12.8%

Interest Expense, net

$227

$187

$220

Pretax Earnings

$3,164

$3,666

$2,464

% of sales

14.3%

14.8%

11.8%

2010E

Operating Profit*

~$3,345-$3,530

% of sales*

~15.7-16.1%

Interest Expense and
Other Deductions, Net

~$685-$660

Pretax Earnings

~$2,660-$2,870

% of sales

~12.5-13.1%

2010E

Underlying Sales*

(3%)-0%

Currency & Acquisitions

+5 pts

Net Sales

+2% to +5%

2007

2008

2009

2010E

Operating Cash Flow

$3,016

$3,293

$3,086

~$2.9B-$3.1B

Capital Expenditures

$681

$714

$531

~$0.4B-$0.5B

Free Cash Flow*

$2,335

$2,579

$2,555

~$2.5B-$2.6B