Table of Contents

CALCULATION OF REGISTRATION FEE(1)

Title Of Each Class Of

Amount

Maximum

Maximum

Amount of

To Be

Offering Price

Aggregate

Securities To Be Registered

Registered

Per Security

Offering Price

Registration Fee(2)

0.375% Notes due 2024

€500,000,000

99.931%

€499,655,000

$68,074

(1)The information in this Calculation of Registration Fee Table (including the footnotes hereto) updates, with respect to the securities offered hereby, the information set forth in the Calculation of Registration Fee Table included in the Registrant's Automatic Registration Statement on Form S-3ASR (Registration No. 333-221668), originally filed with the Commission on November 20, 2017.

(2)Calculated in accordance with Rule 457(r) under the Securities Act of 1933, based upon a euro/U.S. dollar exchange rate of €1=$1.1241 as of May 10, 2019, as published by the Board of Governors of the Federal Reserve System.

Table of Contents

Filed pursuant to Rule 424(b)(5)

SEC File No. 333-221668

Prospectus Supplement

(To Prospectus dated November 20, 2017)

Emerson Electric Co.

€500,000,000 0.375% Notes due 2024

The 0.375% Notes due 2024 (the "Notes") will mature on May 22, 2024. Prior to maturity, we may redeem any or all of the Notes at any time at the redemption prices described in this prospectus supplement. Interest on the Notes will accrue from May 22, 2019.

Investing in the Notes involves risks . You should consider carefully the risks set forth in " Risk Factors" beginning on page S-5 of the prospectus supplement and page 2 of the accompanying prospectus, as well as the risks set forth in our other filings with the Securities and Exchange Commission, which are incorporated by reference in this prospectus supplement and the accompanying prospectus, before investing in the Notes.

Price to Public(1)

Underwriting Discount

Proceeds to Emerson

Electric Co.(2)

Per Note

99.931

%

0.300

%

99.631%

Total

499,655,000

1,500,000

498,155,000

(1)Plus accrued interest on the Notes from May 22, 2019, if settlement occurs after that date.

(2)The proceeds to us are before deducting estimated expenses from the sale of the Notes.

The Notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

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 Stock Exchange ("NYSE"). We expect trading in the Notes on the NYSE to begin less than 30 days after the original issue date, but such listing application is subject to review and approval of the NYSE. If such listing is obtained, we will have no obligation to maintain such 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 these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of Clearstream Banking, S.A. and Euroclear Bank SA/NV against payment on or about May 22, 2019.

Joint Book-Running Managers

BNP PARIBAS

Citigroup

J.P. Morgan

Co-Managers

Barclays

BofA Merrill Lynch

Deutsche Bank

HSBC

Wells Fargo Securities

May 15, 2019

Table of Contents

We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell the Notes and seeking offers to buy the Notes only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of the Notes. You should not assume that the information in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any other material that we authorize, is accurate at any date other than the date included in the respective cover pages of these documents.

TABLE OF CONTENTS

Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

S-iv

PROSPECTUS SUPPLEMENT SUMMARY

S-1

RISK FACTORS

S-5

USE OF PROCEEDS

S-8

INFORMATION WE INCORPORATE BY REFERENCE

S-9

DESCRIPTION OF THE NOTES

S-10

BOOK-ENTRY; DELIVERY AND FORM

S-16

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

S-20

UNDERWRITING

S-27

VALIDITY OF THE NOTES

S-32

EXPERTS

S-32

Prospectus

Page

ABOUT THIS PROSPECTUS

1

INFORMATION ABOUT EMERSON

2

RISK FACTORS

2

WHERE YOU CAN FIND MORE INFORMATION

3

INFORMATION WE INCORPORATE BY REFERENCE

3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

4

USE OF PROCEEDS

4

RATIO OF EARNINGS TO FIXED CHARGES

5

DESCRIPTION OF THE SECURITIES WE MAY OFFER

5

DESCRIPTION OF THE DEBT SECURITIES

5

BOOK-ENTRY DEBT SECURITIES

13

DESCRIPTION OF CAPITAL STOCK OF EMERSON

14

DESCRIPTION OF WARRANTS

23

DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

25

PLAN OF DISTRIBUTION

26

LEGAL MATTERS

28

EXPERTS

29

S-i

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read this prospectus supplement, any related free writing prospectus and the accompanying prospectus, and any other offering material that we authorize, together with the documents incorporated by reference as described under "Information We Incorporate by Reference" on page S-9 and the additional information described under the heading "Where You Can Find More Information" on page 3 of the accompanying prospectus.

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. If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

References in this prospectus supplement to "U.S. dollars," "U.S. $" or "$" are to the currency of the United States of America and references to "€" and "euro" are to the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended.

In connection with this offering of the Notes, BNP Paribas, as stabilizing manager (or any persons acting on its behalf), may over-allot the Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, this may not necessarily occur. To the extent required by applicable law, any stabilization action may only begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or any persons acting on its behalf) in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilization shall be for the account of the stabilizing manager.

Notice to Prospective Investors in Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in the European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point

S-ii

Table of Contents

(11)of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II product governance/Professional investors and ECPs only target market

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Notice to Prospective Investors in Singapore

The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for us or the underwriters to publish a prospectus or supplement a prospectus for such offer. We have not authorized and do not authorize the making of any offer of the Notes through any financial intermediary, other than offers made by the underwriters resulting in sales constituting the final placement of the Notes contemplated in this prospectus supplement.

Notice to Prospective Investors in the United Kingdom

This prospectus supplement and the accompanying prospectus have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") and accordingly, are only being distributed to, and are only directed at, persons who are outside the United Kingdom or persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom they may otherwise lawfully be communicated (each such person being referred to as a "relevant person"). This prospectus supplement, the accompanying prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate is available only to and will be engaged in only with relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this prospectus supplement and the accompanying prospectus or any of their contents.

S-iii

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Emerson Electric Co. published this content on 17 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 17 May 2019 20:17:04 UTC