<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2002

OR

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

For the transition period from ____________________ to __________________

Commission file number 1-278

EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (314) 553-2000

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, and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )

Common stock outstanding at December 31, 2002: 420,906,394 shares.

1

<PAGE>                  PART I. FINANCIAL INFORMATION               FORM 10-Q
                        Item 1. Financial Statements.

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED DECEMBER 31, 2001 AND 2002
(Dollars in millions except per share amounts; unaudited)

See accompanying notes to consolidated financial statements.
                                        2

<PAGE>               EMERSON ELECTRIC CO. AND SUBSIDIARIES          FORM 10-Q
                          CONSOLIDATED BALANCE SHEETS
           (Dollars in millions except per share amounts; unaudited)

<PAGE>               EMERSON ELECTRIC CO. AND SUBSIDIARIES          FORM 10-Q
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED DECEMBER 31, 2001 AND 2002
                       (Dollars in millions; unaudited)

See accompanying notes to consolidated financial statements.

4

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Notes to Consolidated Financial Statements

1. The accompanying unaudited consolidated financial statements, in the
   opinion of management, include all adjustments necessary for a fair
   presentation of the results for the interim periods presented. These
   adjustments consist of normal recurring accruals. The consolidated
   financial statements are presented in accordance with the requirements
   of Form 10-Q and consequently do not include all the disclosures
   required by generally accepted accounting principles. 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, 2002.

2. Reconciliations of weighted average common shares for basic earnings per
   common share and diluted earnings per common share follow (shares in    
   millions):

3. Other Financial Information
   (Dollars in millions; unaudited)

5

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

4. The Company's product warranties vary by each of its product lines and are    competitive for the markets in which it operates. Warranty generally    extends for a period of one to two years from the date of sale or    installation. Provisions for warranty are primarily determined based on    historical warranty cost as a percentage of sales or a fixed amount per    unit sold based on failure rates, adjusted for specific problems that may    arise. Product warranty expense is less than one percent of sales.

6

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

5. Effective October 1, 2001, Emerson adopted Statement of Financial    Accounting Standards No. 142, "Goodwill and Other Intangible Assets."    Emerson completed the transitional impairment test and recorded a    cumulative effect of a change in accounting principle in the first quarter    of fiscal 2002. The consolidated statements of earnings and cash flows for    the three months ended December 31, 2001 have been restated to reflect the    cumulative effect of a change in accounting principle.

6. As of December 31, 2002, the Company estimates that the accumulated    benefit obligation for the primary defined benefit pension plans exceeded    the fair value of plan assets by $150 million. If the equity markets    continue the trend experienced subsequent to the last measurement date    (June 30, 2002), the Company estimates that a charge to accumulated other    nonstockholder changes in equity of approximately $700 million ($450    million after-tax) could be required.

7. As reflected in the financial statements, nonstockholder changes in equity
   for the three months ended December 31, 2001 and 2002, were $(697) million
   and $297 million, comprised of net earnings of $(683) million and $217
   million and foreign currency translation adjustments and other of
   $(14) million and $80 million, respectively.

8. Effective October 1, 2002, Emerson adopted the fair value method    provisions of FAS 123. Options granted after September 30, 2002, are    expensed based on their fair value at date of grant over the
   vesting period, generally three years. Previously, the Company accounted    for options pursuant to APB 25 and no expense was recognized. During the    first quarter, 258 thousand options were granted which will result in    approximately $0.5 million of compensation expense for fiscal year 2003.    Stock options granted over the last three years have averaged less than    0.5 percent of average outstanding shares and if the fair value method had    been utilized for all options granted, earnings per share would have been    reduced approximately one cent per quarter over that period. Earnings per    share for the three months ended December 31, 2001 and 2002, would have    been $0.60 (before FAS 142) and $0.51, respectively.

7

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

9. Business Segment Information

   Summarized information about the Company's operations by business
   segment for the three months ended December 31, 2001 and 2002, follows
   (dollars in millions):

   Intersegment sales of the Appliance and Tools segment for the three months    ended December 31, 2001 and 2002, respectively, were $66 million and
   $73 million.

   Rationalization of operations by business segment is summarized as follows    (dollars in millions):

8

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Items 2 and 3. Management's Discussion and Analysis of Results of Operations
               and Financial Condition.

Net sales for the quarter ended December 31, 2002, were $3,241 million, a decline of 2 percent from net sales of $3,295 million for the quarter ended December 31, 2001. A strong sales increase in the heating, ventilating and air conditioning business and a modest increase in appliance and tools were offset by declines in the electronics and telecommunications, industrial automation and process control businesses. A 2 percentage point favorable impact from currency translation was offset by divestitures. Underlying sales (which exclude acquisitions, divestitures and currency) for the first quarter decreased 2 percent, reflecting modest declines in the United States, Europe and Asia.

Process control reported sales of $772 million in the first quarter of 2003, a reduction of 3 percent compared to $796 million for the same period a year ago, with soft maintenance and repair spending offsetting growth in the systems business. Sales include a positive impact from currency of 3 percentage points, which was nearly offset by the impact of the Daniel Valve and Intellution divestitures. Slight growth in Asia was offset by continued weakness in the United States and Europe. Ongoing investments in technology, particularly PlantWeb, helped win a multi-year contract from Voridian, a division of Eastman Chemical Company, to upgrade automation systems at its facilities in South Carolina - the largest manufacturing plant for packaging polymers in the world - and in Mexico. In addition, the January 2003 Control magazine users choice awards ranked Emerson Process Management as the leading provider. Emerson was voted 'Best in Class' for a total of 28 product and software rankings including number one in large-scale systems and number one in services.

Industrial automation reported first quarter sales of $623 million, down 5 percent from $656 million for the first quarter in the prior year, as a result of underlying sales declines and a 4 percentage point impact from divestitures, which were partially offset by a favorable impact from currency. Underlying sales declined approximately 4 percent from the prior year, due to excess capacity and reduced capital expenditures across the sector. Decreases in European and U.S. sales were partially offset by a strong sales increase in Asia.

Sales in the electronics and telecommunications business were $569 million for the first quarter, a decrease of 10 percent from $635 million for the same period in the prior year. Underlying sales reflect declines in all major geographic regions, with strong growth in the OEM business more than offset by weakness in telecommunications. A nearly 2 percentage point favorable impact from currency was offset by the ENI divestiture. A continued focus on restructuring initiatives, engineering and technology investments, and international expansion has strengthened Emerson's position in this business.

The heating, ventilating and air conditioning business reported sales of $512 million, up nearly 12 percent from the first quarter in the prior year, driven by penetration gains, increases in the U.S. unitary air conditioning

9

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

market, and a slight recovery in the commercial markets. Continued low inventory levels in the channel, together with strong housing starts, have maintained air conditioning sales through the winter season. The first quarter sales increase was primarily due to strong growth in the United States and Asia and moderate growth in Europe, which were aided by an almost 2 percentage point impact from currency. The growth and penetration of Copeland Scroll compressor sales continued with the announcement during the quarter that AAON, Inc., a leading manufacturer of commercial rooftop heating and cooling systems, will use Copeland Scroll compressors in its entire line of commercial air conditioning products.

Sales in the appliance and tools business were up 2 percent compared to the first quarter in the prior year, reaching $852 million. Underlying sales were flat compared to the prior year, with strong growth in housing-related consumer businesses offset by declines in tools and in some of the industrial businesses. Residential storage products sales continued to show strength, driven by new product offerings, innovative Web-enabled design and support services, and favorable market conditions.

Cost of sales for the first quarter of fiscal 2003 and 2002 were $2,095 million and $2,125 million, respectively. Cost of sales as a percent of net sales was 64.6 percent and 64.5 percent in the first quarter of fiscal 2003 and 2002, respectively. Selling, general and administrative expenses for the first quarter of 2003 were $720 million, or 22.3 percent of sales, compared to $748 million, or 22.7 percent of sales, for the first quarter of 2002. The consolidated operating margin improved 0.3 points in the first quarter compared to a year ago, benefiting from recent restructuring initiatives. In addition to the restructuring efforts, Emerson continues to focus on increased profitability through many efficiency initiatives targeting material and labor costs, improved fixed asset utilization and reduced capital expenditures.

Other deductions, net for the three months ended December 31, 2002, included a gain from the divestiture of Intellution of $15 million, and ongoing costs for the rationalization of operations (including severance, shut-down, start-up, asset writedowns and other costs) of $29 million. Other deductions, net for the three months ended December 31, 2001, included a gain from the Chromalox divestiture of $85 million, and ongoing costs for the rationalization of operations of $53 million. Higher levels of rationalization in the prior year related to cost structure improvements in response to the difficult economic environment. Given the continued weak global markets, the current level of rationalization remains slightly higher than normal, but is trending towards historical levels as many of the actions initiated over a year ago are completed.

Earnings before interest and income taxes for the first quarter of 2003 were $379 million, a 13 percent decrease from the prior year, reflecting lower gains from divestitures, partially offset by lower levels of rationalization in the first quarter of 2003. The current economic climate continues to affect earnings in our commercial businesses. First quarter earnings before interest and income taxes in the process control business of $75 million were

10

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

down 11 percent compared to the prior year, primarily reflecting the lower sales volume. Electronics and telecommunications business earnings were $37 million, an increase of 13 percent over the prior year, despite lower sales. This increase was driven by lower costs for rationalization of operations and benefits from restructuring actions initiated over a year ago. Underlying sales declines led to a 3 percent decrease in industrial automation earnings to $82 million for the first quarter. Earnings of the heating, ventilating and air conditioning business were up 18 percent over the prior year, primarily due to higher sales during the quarter. Higher sales volume and benefits from recent restructuring initiatives led to an increase in earnings of the appliance and tools business of 14 percent.

Financial Condition

A comparison of key elements of the Company's financial condition at the end of the first quarter as compared to the end of the prior fiscal year follows:

The Company's interest coverage ratio (earnings before income taxes and cumulative effect of change in accounting principle and interest expense, divided by interest expense) was 6.2 times for the three months ended December 31, 2002, compared to 6.3 times for the same period one year earlier. In the first quarter of fiscal 2003, the Company issued $250 million of 4.625% 10-year notes and $250 million of 5% 12-year notes.

Cash and equivalents increased by $56 million during the three months ended December 31, 2002. Cash flow provided by operating activities of $307 million and the cash flow provided by divestitures of businesses and other, net of $42 million were used primarily to decrease net borrowings by $71 million, pay dividends of $165 million and fund capital expenditures of $65 million. Free cash flow increased 53 percent versus the first quarter of fiscal 2002, from $158 million to $242 million, driven by improvements in working capital and lower capital spending.

The Company is in a strong financial position and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing the capital structure on a short- and long-term basis.

Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others which are set forth in the "Safe Harbor Statement" of Exhibit 13 to the Company's Annual Report on Form 10-K for the year ended September 30, 2002, which is hereby incorporated by reference.

11

<PAGE>

EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Item 4. Controls and Procedures 

Based on an evaluation performed within 90 days of the date of this report, the registrant's certifying officers have concluded that the Company's disclosure controls and procedures were effective.

There have been no significant changes in internal controls or other factors that significantly affect these controls subsequent to the date of the evaluation.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item
    601 in Regulation S-K).

    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% or less of           the total assets of Emerson and its subsidiaries on a consolidated           basis.

    12    Ratio of Earnings to Fixed Charges

(b) Reports on Form 8-K. Pursuant to Item 9, the Company filed Reports on     Form 8-K dated November 5, 2002, November 26, 2002 and December 20, 2002,     furnishing Regulation FD disclosures.

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. 

                                            EMERSON ELECTRIC CO.

Date: February 10, 2003             By /s/ Walter J. Galvin          
                                                                    
                                           Walter J. Galvin
                                           Executive Vice President
                                           and Chief Financial Officer

                                          (on behalf of the registrant and
                                           as Chief Financial Officer)

12