艾默生电气美股招股说明书(2025-02-25版)

Subject to Completion, dated February 25, 2025 Preliminary Prospectus Supplement(To Prospectus dated November13, 2023) Emerson Electric Co.€% Notes due 20€% Notes due 20 The% Notes due 20(the “20Notes”) will mature on, 20. The% Notes due 20(the “20Notes”) will mature on, 20. We refer to the 20Notes and the 20Notes, collectively, as the “Notes.” Prior tomaturity, we may redeem any or all of the Notes at any time at the redemption prices described in this prospectus supplement. Intereston the Notes will accrue from, 2025. We will pay interest on the 20Notes on of each year, beginning, 20. Wewill pay interest on the 20Notes onof each year, beginning, 20. The Notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. Substantially concurrent with this offering, we intend to offer by means of a separate prospectus supplement dollar-denominated notes(the “USD Notes Offering”). The closings of this offering and the USD Notes Offering are not conditioned on each other. The USDNotes Offering is being made by means of a separate prospectus supplement and not by means of this prospectus supplement. Thisprospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the USD Notes Offering.There can be no assurance that we will complete the USD Notes Offering on the terms described herein or at all. We intend to use the net proceeds from the sale of the Notes and from the USD Notes Offering for general corporate purposes, therepayment of our commercial paper borrowings and to fund a portion of the purchase price and payment of related fees and expensesincurred in connection with our proposed acquisition of the outstanding shares of common stock of Aspen Technology, Inc.(“AspenTech”) that we do not already own (the “AspenTech Transaction”). There can be no assurance that the conditions to thecompletion of the AspenTech Transaction will be satisfied or waived in a timely manner or on the terms anticipated, or that theproposed transaction will be completed at all. The offering to which this prospectus supplement relates is not conditioned upon thecompletion of the AspenTech Transaction. See “Risk Factors” and “Recent Developments”. The Notes are a new issue of securities with no established trading market. We intend to apply to list the Notes on the New York StockExchange (“NYSE”). We expect trading in the Notes on the NYSE to begin less than 30 days after the original issue date, but suchlisting application is subject to review and approval of the NYSE. If such listing is obtained, we will have no obligation to maintainsuch listing, and we may delist the Notes at any time. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Investing in the Notes involves risks. You should consider carefully the risks set forth in “Risk Factors” beginning on pageS-6of the prospectus supplement and page2of the accompanying prospectus, as well as the risks set forth in our other filings withthe Securities and Exchange Commission, which are incorporated by reference in this prospectus supplement and theaccompanying prospectus, before investing in the Notes. TABLE OF CONTENTS We have not, and the underwriters have not, authorized anyone to provide you with information different fromthat contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or anyfree writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. We areoffering to sell the Notes and seeking offers to buy the Notes only in jurisdictions where offers and sales arepermitted. The information contained in this prospectus supplement and the accompanying prospectus is accurateonly as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplementand the accompanying prospectus or any sale of the Notes. You should not assume that the information in thisprospectus supplement, the accompanying prospectus, any free writing prospectus or any other material that weauthorize, is accurate at any date other than the date included in the respective cover pages of these documents. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSS-vPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-6USE OF PROCEEDSS-10INFORMATION WE INCORPORATE BY REFERENCES-11DESCRIPTION OF THE NOTESS-12BOOK-ENTRY; DELIVERY AND FORMS-18MATERIAL UNITED STA