艾默生电气美股招股说明书(2025-02-27版)

Emerson Electric Co. $500,000,000 5.000% Notes due 2035 The 5.000% Notes due 2035 (the “Notes”) will mature on March 15, 2035. Prior to maturity, we may redeem anyor all of the Notes at any time at the redemption prices described in this prospectus supplement. Interest on theNotes will accrue from March 4, 2025. We will pay interest on the Notes on March 15 and September 15 of eachyear, beginning September 15, 2025. Substantially concurrent with this offering, we are offering by means of a separate prospectus supplement€500,000,000 aggregate principal amount of 3.000% Notes due 2031 and €500,000,000 aggregate principalamount of 3.500% Notes due 2037 (the “Euro Notes Offering”). The closings of this offering and the Euro NotesOffering are not conditioned on each other. The Euro Notes Offering is being made by means of a separateprospectus supplement and not by means of this prospectus supplement. This prospectus supplement is not anoffer to sell or a solicitation of an offer to buy any securities being offered in the Euro Notes Offering. There canbe no assurance that we will complete the Euro 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 Euro Notes Offering for generalcorporate purposes, the repayment of our commercial paper borrowings and to fund a portion of the purchaseprice and payment of related fees and expenses incurred in connection with our proposed acquisition of theoutstanding 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 the completion of the AspenTechTransaction will be satisfied or waived in a timely manner or on the terms anticipated, or that the proposedtransaction will be completed at all. The offering to which this prospectus supplement relates is not conditionedupon the completion of the AspenTech Transaction. See “Risk Factors” and “Recent Developments”. We do not intend to apply for listing of the Notes on any national securities exchange. Currently, there is nopublic market for the Notes. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities, or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation 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 page S-3of the prospectus supplement, and “Risk Factors” beginning on page2of theaccompanying prospectus, as well as the risks set forth in our other filings with the Securities andExchange Commission, which are incorporated by reference in this prospectus supplement and theaccompanying prospectus, before investing in the Notes. The proceeds to us are before deducting estimated expenses from the sale of the Notes. The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository TrustCompany to the purchasers for the accounts of its participants, including Clearstream Banking, S.A. andEuroclear Bank S.A./N.V. on or about March 4, 2025. Joint Book-Running Managers 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, and the information in the incorporated documents is accurate onlyas of their respective dates, regardless of the time of delivery of this prospectus supplement and the accompanyingprospectus or any sale of the Notes. You should not assume that the information in this prospectus supplement, theaccompanying prospectus, the documents incorporated by reference, any free writing prospectus or any othermaterial that we authorize, is accurate at any date other than the date included in the respective cover pages of thesedocuments. Our business, financial condition, results of operations and prospects may have changed since thosedates. In this prospectus supplement, except as otherwise indicated or unless the context otherwise requires,“Emerson,” “Company,” “we,” “us” and “our” refer to Emerson Electric Co. and its consolidated subsidiaries.References herein to “$,” “dollars” and “U.S. dollars” are to the currency of the United States. References to “€” and“euro” are to the la