Emerson Electric Co 8-K, filed Nov 13, 2026
Emerson Electric Co (EMR)
8-K
2026-11-13
For: 2026-11-13
View Original
Added on
November 14, 2026
About this 8-K
Emerson Electric Co filed this 8-K on November 13, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): November 13, 2026 (November 13, 2026 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (314 )
553-2000
Not Applicable
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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On November 13, 2026, Emerson Electric Co. (the “Company”) completed its previously announced public offering of €750,000,000 aggregate principal amount of the Company’s
4.000% Notes due 2032 (the “Notes”). The pricing of the Notes was previously announced in a Current Report on Form 8-K filed on November 12, 2026.
The Notes were issued pursuant to an indenture dated as of December 10, 1998 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as
successor to Wells Fargo Bank, National Association as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as supplemented
by a Fourth Supplemental Indenture dated as of November 13, 2026 (the “Fourth Supplemental Indenture”) between the Company and the Trustee. Pursuant to an Agency Agreement dated as of November 13, 2026 (the “Agency Agreement”) relating to the
Notes, the Company appointed U.S. Bank Europe DAC, UK Branch to act as paying agent for the Notes and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the Notes. From time to time, the Company may enter into
other banking relationships with the Trustee or its affiliates. An affiliate of the Trustee also serves as the transfer agent for our common stock.
The Notes bear interest at the rate of 4.000% per year. Interest on the Notes is payable on November 13 of each year, beginning on November 13, 2027. The Notes will
mature on November 13, 2032.
The Notes are senior unsecured obligations and will rank equally with all of the Company’s existing and future unsecured and unsubordinated debt. Prior to maturity, the
Company may redeem any or all of the Notes at any time at the redemption prices described in the Notes. The Base Indenture and the Fourth Supplemental Indenture provide for customary covenants and events of default.
The offering of the Notes was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-299935), the prospectus dated November 9, 2026, and the
related prospectus supplement dated November 10, 2026.
The above descriptions of the Base Indenture, the Fourth Supplemental Indenture, the Agency Agreement and the Notes are qualified in their entirety by reference to the
Base Indenture, the Fourth Supplemental Indenture, the Agency Agreement and the Notes, each of which is incorporated by reference into the Registration Statement. The Original Indenture, the Fourth Supplemental Indenture, the Agency Agreement and
the Notes are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit No.
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Description of Exhibit
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Indenture dated as of December 10, 1998, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as successor to The
Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, incorporated by reference to the Company’s 1998 Form 10-K, File No. 1-278, Exhibit 4(b).
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Fourth Supplemental Indenture, dated as of November 13, 2026, by and between the Company and Computershare Trust Company, N.A., as trustee.
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Agency Agreement, dated as of November 13, 2026, by and among the Company, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, U.S. Bank Trust Company, National
Association, as registrar and transfer agent, and Computershare Trust Company, N.A., as trustee.
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4.000% Notes due 2032.
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Opinion of John A. Sperino, Esq.
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Consent of John A. Sperino, Esq. (contained in Exhibit 5.1 above).
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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Date: November 13, 2026
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EMERSON ELECTRIC CO.
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By:
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/s/ John A. Sperino
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John A. Sperino
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Vice President and Assistant Secretary
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Exhibit 4.2
EMERSON ELECTRIC CO.
as Issuer
and
COMPUTERSHARE TRUST COMPANY, N.A.
as Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of November 13, 2026
€750,000,000 4.000% Notes due 2032
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2026 (this “Fourth Supplemental Indenture”),
by and between EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”) and Computershare
Trust Company, N.A., as successor to Wells Fargo Bank, National Association, a national banking association, as successor to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), as the trustee (the
“Trustee”).
RECITALS
WHEREAS, the
Issuer had heretofore executed and delivered to the Trustee an Indenture dated as of December 10, 1998 (the “Original Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”) providing for the issuance by the Issuer
from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (in the Original Indenture and herein called the “Securities”); and
WHEREAS,
Section 8.1 of the Original Indenture provides, among other things, that the Issuer and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Original Indenture to create one or more series of the Issuer’s
Securities and establish the form, terms and conditions thereof, as permitted by Sections 2.1 and 2.3 of the Original Indenture;
WHEREAS, the Issuer desires to create and provide for the issuance of new Securities to be designated as the “4.000% Notes due 2032” (the “Notes”);
WHEREAS, pursuant to Sections
6.2, 8.4 and 13.5 of the Original Indenture, an Officers’ Certificate and an Opinion of Counsel have been delivered to the Trustee stating that the execution and delivery of this Fourth Supplemental Indenture is authorized or permitted by the
Original Indenture and complies with the applicable provisions thereof and that all conditions precedent provided for in the Original Indenture relating to the execution of this Fourth Supplemental Indenture have been complied with; and
WHEREAS,
all acts and things necessary to make the Notes, when the Notes have been executed by the Issuer, authenticated by the Authenticating Agent, issued upon the terms and subject to the conditions set forth hereinafter and in the Original Indenture
and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Issuer, enforceable against the Issuer according to their terms, and all actions required to be taken by the Issuer under the
Original Indenture to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Issuer, have been done;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
APPLICATION OF SUPPLEMENTAL INDENTURE
AND CREATION OF NOTES
SECTION 1.01. Application of this Fourth Supplemental Indenture.
Notwithstanding any other provision of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the Holders of the Notes. The
Notes constitute a separate series of Securities as provided in Section 2.3 of the Original Indenture.
SECTION 1.02. Definitions.
(a) Capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined herein shall have the meanings ascribed to them in the
Original Indenture.
(b) To the extent a defined term is defined both in this Fourth Supplemental Indenture, including the Exhibits hereto, and in the Original Indenture,
the definition in this Fourth Supplemental Indenture, including the Exhibits hereto, shall govern with respect to the Notes.
(c) For purposes of the Trust Indenture Act, “indenture trustee” or “institutional trustee” shall mean the Trustee.
(d) In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the
terms defined:
“Additional Amounts” has the meaning set forth in Section 2.07 hereof.
“Agency Agreement” means the Agency Agreement by and among the Issuer, the Paying Agent, the Security Registrar, the Authenticating Agent, and the Trustee effective as of November 13, 2026.
“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 2.09 hereof to act on behalf of the Trustee to authenticate Securities of one or more series.
“Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York or London and on which the real time gross
settlement system operated by Eurosystem (the T2 system), or any successor thereto, operates.
“Clearstream” means Clearstream Banking, S.A.
“Code” has the meaning set
forth in Section 2.07.
“Comparable Government Bond” means,
in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed,
or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market
makers in, German federal government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
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“Comparable Government Bond Rate” means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be
purchased at such price on the third Business Day prior to the Redemption Date, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Corporate Trust Office”
shall be for the purposes of (a) Sections 7.5 and 13.4 in the Original Indenture, the office of the Trustee, which office is, at the date of this Fourth Supplemental Indenture, located at Computershare Trust Company, N.A., 1505 Energy Park
Drive, St. Paul, Minnesota 55108, Attention: CCT Administrator for Emerson Electric Co., (b) Section 2.8 of the Original Indenture and the provisions of Section 3.2 of the Original Indenture relating to the registration of transfer or exchange
of the Notes, the office of the Security Registrar, which office is, as of the date of this Fourth Supplemental Indenture, located at U.S. Bank Trust Company National Association, 100 Wall Street, 20th Floor, New York, New York 10005, (c) the other provisions of Section 3.2 of the Original Indenture, the office of the Paying Agent, which office is, at the date of this Fourth Supplemental
Indenture, located at U.S. Bank Europe DAC, UK Branch, 125 Old Broad Street, Fifth Floor, London EC2N 1 AR, United Kingdom, Attention: Relationship Management, or (d) in each case such other addresses as to which Trustee, the Security
Registrar or the Paying Agent, as the case may be, may give notice to the Issuer.
“Depositary” means, with respect to the Notes, U.S. Bank Europe DAC, as common depositary, or its nominee, on behalf of Euroclear and Clearstream, or any successor entity thereto. For the purposes of this Fourth Supplemental Indenture only, the
third paragraph under Section 2.4 of the Original Indenture is replaced in its entirety by the following:
“For Securities of any series that are denominated in United
States dollars, each Depositary designated pursuant to Section 2.3 for a Global Security in registered form must, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and shall be eligible to serve as such under any other applicable statute or regulation. Without limiting the foregoing, Euroclear Bank SA/NV and Clearstream
Banking, S.A., and their nominees and successors, are expressly authorized to be designated as Depositary pursuant to Section 2.3.”
“Dollar”
and “$” means the lawful currency of the United States of America.
“€” or “euro” means the single currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the
European Union, as amended from time to time.
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“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System.
“Fourth Supplemental Indenture” has the meaning set forth in the Recitals hereto.
“Global Note”
means a single permanent fully-registered global note in book-entry form, without coupons, deposited with, or on behalf of, the Depositary or its nominee, and registered in the name of the Depositary or its nominee, substantially in the form of
Exhibit A attached hereto, as applicable. A Global Note is a “Global Security” within the meaning of the Original Indenture.
“Indenture”
means the Original Indenture as supplemented and amended by this Fourth Supplemental Indenture.
“Interest Payment Date” has the meaning set forth in Section 2.03(c) hereof.
“Maturity Date” has the
meaning set forth in Section 2.03(b) hereof.
“Notes” has
the meaning set forth in the Recitals hereto.
“Original Indenture” has the meaning set forth in the Recitals hereto.
“Par Call Date” means September 13, 2032.
“Paying Agent” means any Person authorized by the Issuer to pay the principal of or any premium or interest on the Notes on behalf of the Issuer.
“Paying Agent Office” means the designated office of the Paying Agent of which the corporate trust paying agent office of the Paying Agent shall, at any particular time, be administered, which office is, at the date of this Fourth
Supplemental Indenture, located at 125 Old Broad Street, Fifth Floor, London EC2N 1 AR, United Kingdom, Attention: Relationship Management.
“Redemption Date” means the Business Day on which Notes are redeemed by the Issuer pursuant to Sections 3.01 or 3.02 hereof.
“Redemption Price” means the price at which Notes are redeemed by the Issuer pursuant to Sections 3.01 or 3.02 hereof.
“Registered Securities” means any Notes which are registered in the security register.
“Regular Record Date” has the meaning set forth in Section 2.03(c) hereof.
“Security Registrar” means any Person authorized by the Issuer to maintain the security register for the purpose of registering and transferring the Notes.
“Signature Law” has the meaning set forth in Section 6.07.
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ARTICLE II
CREATION, FORMS,
TERMS, CONDITIONS AND COVENANTS OF THE SECURITIES
Section 2.01. Creation of the Notes. In accordance with Section 2.3 of the Original
Indenture, the Issuer hereby creates the Notes as a separate series of its Securities issued pursuant to the Indenture. The Notes shall be issued initially in an aggregate principal amount of €750,000,000, except as permitted by Sections 2.8,
2.9 or 2.11 of the Original Indenture.
Section 2.02. Form of the Notes. The Notes shall be issued in the form of a Global
Note, duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and
Clearstream, and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The Notes and the Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be
substantially in the form of Exhibit A attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of any Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees,
as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Section 2.03(d) hereof, the Global Notes may be transferred,
in whole and not in part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold
interests through participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be
entitled to receive physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as
Holder thereof. None of the Issuer, the Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability
for any records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions
contained in the form of Global Notes attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and the Issuer, by its execution and delivery of this Fourth Supplemental Indenture,
expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this Fourth Supplemental Indenture only, the Global
Security Legend for the Notes shall be the legends set forth at the beginning of the forms of Global Notes attached hereto as Exhibit A, and such legends shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.
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Section 2.03. Terms, Conditions and Covenants of the Notes. The Notes shall be governed
by all the terms, conditions and covenants of the Original Indenture, as supplemented by this Fourth Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:
(a) Title and Aggregate Principal Amount. The title of the Notes shall be as specified
in the Recitals; and the aggregate principal amount of the Notes shall be as specified in Section 2.01 of this Article II, except as permitted by Section 2.8, 2.9 or 2.11 of the Original Indenture.
(b) Stated Maturity. The Notes shall mature, and the unpaid principal thereon shall be
payable, on November 13, 2032 (the “Maturity Date”), subject to the provisions of the Original Indenture and Article III below.
(c) Interest. The rate per annum at which interest shall be payable on the Notes shall
be 4.000%. Interest on the Notes shall be payable annually in arrears on each November 13, commencing on November 13, 2027 (an “Interest Payment Date”), to the Persons in whose names the Notes are registered in the security register applicable to
the Notes at the close of business on the immediately preceding November 3 prior to the applicable Interest Payment Date regardless of whether such day is a Business Day (each, a “Regular Record Date”). Interest on the Notes shall be computed on
the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 13, 2026, if no interest has been paid
on the Notes), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the Notes shall
accrue from and including November 13, 2026. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be made on the next Business Day with the
same force and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be, to the date the
payment is made. Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date
or the Maturity Date, as the case may be.
(d) Registration and Form. The Notes shall be issuable as Registered Securities as
provided in Section 2.02 of this Article II, subject to Article IV. The Notes shall be issued and may be transferred only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. All payments of principal, premium,
Redemption Price and accrued and unpaid interest in respect of the Notes shall be made by the Issuer in immediately available funds and shall be payable in euro and, subject to Section 2.10(c) hereof, not any other currency.
(e) Defeasance and Covenant Defeasance. The provisions for defeasance in Section 12.2 of
the Original Indenture, and the provisions for covenant defeasance in Section 12.3 of the Original Indenture, shall be applicable to the Notes.
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(f) Further Issues. Notwithstanding anything to the contrary contained herein or in the
Original Indenture, the Issuer may, from time to time, without the consent of or notice to the beneficial owners, create and issue further debt securities having the same ranking and terms and conditions as the Notes in all respects, except for
issue date and, in some cases, the public offering price and the first Interest Payment Date. Additional Notes issued in this manner shall be consolidated with, and shall form a single series with, the previously outstanding Notes; provided that if such additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such additional Notes will have separate CUSIP and
ISIN numbers. Notice of the issuance of any such additional Notes shall be given by the Issuer to the Trustee, the Paying Agent, the Security Registrar and the Authenticating Agent and a new supplemental indenture shall be executed in connection
therewith. No such additional Notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes.
(g) Other Terms, Conditions and Covenants. The Notes shall have such other terms,
conditions and covenants as provided in the form thereof attached as Exhibit A.
Section 2.04. [Intentionally omitted]
Section 2.05. Ranking. The Notes shall be general unsecured obligations of the Issuer.
The Notes shall rank pari passu in right of payment with all unsecured and unsubordinated indebtedness of the Issuer and senior in right of payment to all subordinated
indebtedness of the Issuer.
Section 2.06. Sinking Fund. The Notes will not be entitled to any sinking fund.
Section 2.07. Payment of Additional Amounts.
(a) The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) as will result in
the receipt by each beneficial owner of a Note that is not a United States person (as defined in clause (c) below) of such amounts, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by
the United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such additional amounts) as would have been received had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such
Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or possessor of a power over, the Holder or beneficial owner if the Holder or beneficial owner is an estate, trust, partnership,
corporation or other entity, being considered as:
(a) being or having been engaged in a trade or business in the United States or having been present in the United States or having
had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the
ownership of the Notes, the receipt of any payment thereon or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
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(c) being or having been a personal holding company, a passive foreign investment company, a controlled foreign corporation, or a
foreign tax-exempt organization for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10-percent shareholder” of the Issuer as defined in Section 871(h)(3) of the United States Internal
Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have
been entitled to the payment of such Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to
comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of such Holder or other person, if compliance is required by statute, by
regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding from payments on the Notes;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, treaty, regulation or
administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or premium, if
any, or interest on any note, if such payment can be made without such withholding by at least one other Paying Agent;
(8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any note, where
presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
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(9) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor
provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement or any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
(10) in the case of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8) and (9).
(b) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the
Notes. Except as specifically provided under this Section 2.07, the Issuer will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of
or in any government or political subdivision.
(c) As used under this Section 2.07, the term “United States” means the United States of America (including the states of the United States and the
District of Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other
entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations),
or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
(d) Whenever in the Indenture (including the Notes) there is referenced, in any, context, the payment of amounts based on the payment of principal
of, or premium, if any, or interest on, the Notes, or any other amount payable thereunder or with respect thereto, such reference will be deemed to include the payment of Additional Amounts as described under this Section 2.07 to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof. If Additional Amounts are payable on the Notes, the Issuer shall provide an Officers’ Certificate to the Trustee and the Paying Agent on or before the date such
Additional Amounts are payable setting forth the amount of such Additional Amounts in reasonable detail. The Trustee and the Paying Agent may provide a copy of such Officers’ Certificate or other notice received from the Issuer relating to
Additional Amounts to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee and the Paying Agent may assume without inquiry that no such Additional
Amounts are payable. The Trustee and the Paying Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of the
amount of any Additional Amounts owed, or with respect to the method employed in such calculation of any Additional Amount. If the Issuer has paid Additional Amounts directly to the Persons entitled to it, the Issuer shall deliver to the Trustee
and the Paying Agent an Officers’ Certificate setting forth the particulars of such payment.
9
Section 2.08. Paying Agent and Security Registrar.
The Issuer shall maintain a Paying Agent authorized by the Issuer. The Issuer hereby authorizes U.S. Bank Europe DAC, UK Branch to initially act as
the Paying Agent for the Notes. The Issuer shall maintain a Security Registrar. The Issuer hereby authorizes U.S. Bank Trust Company, National Association to initially act as Security Registrar for the Notes.
For so long as the Notes are represented in the form of a Global Note, the Issuer shall, through the Paying Agent, make all payments of principal and
interest by wire transfer of immediately available funds in euro to the Depositary or its nominee, as the case may be, as the registered owner and Holder of any Global Notes representing such Notes. In the event that Notes in definitive form
shall have been issued, payments (including principal, premium, if any, and interest) with respect to the Notes in definitive form will be payable at the Paying Agent Office, or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the security register, provided that all payments
(including principal, premium, if any, and interest) on Notes in definitive form, for which the Holders thereof have given wire transfer instructions to the Paying Agent at least ten Business Days prior to the applicable payment date, will be
required to be made by wire transfer of immediately available funds in euro to the accounts specified by the Holders thereof, subject, in each case, to surrender of the Notes to the Paying Agent in the case of payments of principal or premium.
No service charge will be made for any transfer or exchange of the Notes, but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.
Section 2.09. Authenticating Agent.
The Trustee may appoint an Authenticating Agent reasonably acceptable to the Issuer. Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent.
The Trustee hereby appoints U.S. Bank Europe DAC, UK Branch as an Authenticating Agent to authenticate and deliver the Notes on behalf of the
Trustee. U.S. Bank Europe DAC, UK Branch as an Authenticating Agent is acceptable to the Issuer.
Section 2.10. Issuance in Euro.
(a) Initial Holders of the Notes will be required to pay for the Notes in euro, and principal, premium, if any, and interest payments on the Notes,
including any payments made upon any redemption of the Notes, will be payable in euro.
(b) Distributions of principal, premium, if any, and interest with respect to the Global Notes will be credited in euro to the extent received by
Euroclear or Clearstream from the Paying Agent to the cash accounts of Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.
10
(c) If, on or after the date of issuance of the Notes, the Issuer is unable to obtain euro in amounts sufficient to make a required payment under the
Notes due to the imposition of exchange controls or other circumstances beyond the Issuer’s control (including the dissolution of the European Monetary Union) or if the euro is no longer being used by the then member states of the European
Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in Dollars until the
euro is again available to the Issuer or so used. In such circumstances, the amount payable on any date in euro will be converted into Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second
Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent euro/Dollar exchange rate available on or prior to the second Business Day
prior to the relevant payment date, as determined by the Issuer in its sole discretion. Any payment in respect of the Notes so made in Dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the
Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
(d) The Trustee shall not have any liability (i) for the conversion of any currency, (ii) in connection with any exchange rate or other information
used in any currency conversion, or (iii) for any exchange risk in connection with any conversion, payment or otherwise, and further, shall only accept or disburse funds hereunder or in connection herewith in Dollars.
ARTICLE III
REDEMPTIONS
Section 3.01. Optional Redemption.
(a) Prior to the Par
Call Date. The Notes will be redeemable, either in whole or from time to time in part, at the option of the Issuer, prior to the Par Call Date, upon not less than 15 days and not more than 60 days prior notice transmitted to the
Holders of the Notes to be redeemed, at a Redemption Price equal to the greater of:
(i) 100 percent of the
principal amount of such Notes to be redeemed, and
(ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable
Comparable Government Bond Rate plus 15 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being redeemed to that Redemption Date.
(b) On or After the Par Call Date. The Notes will be redeemable, either in whole or from time to time in part, at the option of the Issuer, on or after the Par Call Date, upon not less than 15 days and not more than 60
days prior notice transmitted to the Holders of the Notes to be redeemed, at a Redemption Price equal to 100 percent of the principal amount of the Notes being redeemed, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to the applicable Redemption Date.
11
(c) Accrued Interest. Notwithstanding subsections (a) and (b) above, installments of
interest on the Notes which are due and payable on the Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the Holders of those Notes as of the close of business on the relevant Regular
Record Date, according to the terms of the Notes and the Indenture. On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes that are called for redemption (unless the Issuer defaults in the payment
of the Redemption Price).
(d) Notice. Notices of any optional redemption shall be mailed or otherwise transmitted
in accordance with the applicable procedures of Euroclear or Clearstream to the holders of Notes being redeemed not less than 15 days and not more than 60 days before the redemption date of the Notes being redeemed. The Issuer shall notify the
Trustee and the Paying Agent of the Redemption Price promptly after the calculation thereof and in any event no later than two Business Days prior to the Redemption Date, and the Trustee and the Paying Agent shall not be responsible for such
calculation.
(e) Payment. On or prior to 10:00 a.m., London time, on the Redemption Date (or such
later time as may be agreed between the Issuer and the Paying Agent), the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of, and accrued interest on, the Notes to be redeemed to, but
excluding, the Redemption Date.
(f) Selection of Notes. If less than all of the Notes are to be redeemed, the Notes to
be redeemed shall be selected by the Paying Agent by a method the Paying Agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more Global Notes, beneficial interests therein shall be selected for
redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream will select Notes in compliance with their
respective procedures and those of the principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall
be redeemed in part. In any case, the principal amount of any Note remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
Section 3.02. Tax Redemption. If, as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated under the laws) or treaties of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation
of such laws, regulations, rulings or treaties, which change or amendment is announced or becomes effective on or after the date of issuance of the Notes, the Issuer becomes or will become obligated to pay additional amounts as described herein
under Section 2.07 with respect to the Notes, then the Issuer may at any time at its option redeem, in whole, but not in part, the outstanding Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100
percent of their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by its taking reasonable measures available to it, not
including substitution of the obligor under the Notes.
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ARTICLE IV
TRANSFER AND EXCHANGE
Section 4.01. Transfer and Exchange.
For the purposes of this Fourth Supplemental Indenture only, the fifth and sixth paragraphs under Section 2.8 of the Original Indenture are replaced
in their entirety by the following:
“The Notes shall not be convertible into, or exchangeable for, any other securities of the Issuer, except that the Notes shall be exchangeable for
other Notes to the extent provided for in the Original Indenture and subject to the conditions set forth below. Subject to certain conditions, the Notes represented by any Global Securities are exchangeable for Securities in definitive form of
like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if:
(1) the Depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the Global Securities and
a successor is not appointed by the Issuer within 90 days;
(2) the Issuer has been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available;
(3) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Securities in
definitive form; or
(4) an event of default entitling the Holders of the Notes to accelerate the maturity thereof has occurred and is continuing.
Upon the occurrence of any of the preceding events above, the Issuer will notify the Trustee, the Paying Agent, the Security Registrar and the
Authenticating Agent in writing that, upon surrender by the participants of their interest in such Global Securities, Securities in definitive form will be issued to each Person that such participants and the Depositary identify as being the
beneficial owner of the related Securities. Beneficial interests in Global Securities may be exchanged for Securities in definitive form of the same series upon request but only upon at least 30 days’ prior written notice given to Trustee by or
on behalf of the Depositary in accordance with customary procedures. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.8, 2.9 and 2.11 hereof. Except as otherwise provided above in this Section
2.8, every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.8 or Sections 2.9 and 2.11 of the Original Indenture, shall be authenticated and delivered in the
form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.8.
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In all cases, definitive Securities delivered in exchange for any Global Security or beneficial interest therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of Clearstream and Euroclear (in accordance with their customary procedures).”
ARTICLE V
OFFICES AND ROLES
Section 5.01. Offices for Payment. U.S. Bank Europe DAC, UK Branch will initially act as
the Paying Agent and Authenticating Agent for the Notes and U.S. Bank Trust Company, National Association will initially act as the Security Registrar for the Notes, including in each case for the purposes of Section 3.2 of the Original
Indenture. The Notes may be presented for payment at the Paying Agent Office of the Paying Agent or at any other agency as may be appointed from time to time by the Issuer, subject to Section 2.08 hereof.
Section 5.02. Certain Roles.
(a) Each reference to the Trustee or any agent in the Original Indenture, to the extent it relates to the performance of duties or the exercise of
rights assigned by this Fourth Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Paying Agent, shall be deemed to be a reference to the Paying Agent.
(b) The references to the Trustee in Section 2.1 of the Original Indenture, the reference to the Trustee in Section 2.10 of the Original Indenture,
each related reference in the Original Indenture to the Trustee receiving Securities for cancellation or cancelling Securities (including such references contained in the definition of “Outstanding” and in Sections 2.1 and 10.1 of the Original Indenture), and each other reference to the Trustee or any agent, to the extent it relates to
the performance of duties or the exercise of rights assigned by this Fourth Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Security Registrar, shall be deemed to be a reference to the Security Registrar.
(c) Each reference to the Trustee or any agent, to the extent it relates to the performance of duties or the exercise of rights assigned by this
Fourth Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Authenticating Agent, shall be deemed to be a reference to the Authenticating Agent.
(d) Notwithstanding anything to the contrary, the Trustee, Paying Agent, Security Registrar, and Authenticating Agent may, with the consent of the
Issuer, provide for the performance of any of the duties to be performed by any of them under the Indenture or the Notes to be performed by another of them, subject to the terms of the Indenture, and any duties so performed shall be deemed to
have been performed by the appropriate party for all purposes under the Indenture and the Notes.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Ratification of Original Indenture. This Fourth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fourth
Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 6.02. Recitals of Fact. The Trustee makes no representation as to and shall not
be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or the Notes or the due execution thereof by the Issuer, except for any certificate of authentication in accordance
with the Indenture. The recitals of fact contained herein shall be taken as the statements solely of the Issuer and the Trustee assumes no responsibility for the correctness thereof or liability in any manner whatsoever for or with respect to any
of the recitals or statements contained herein, except, with respect to the Trustee, for any certificate of authentication in accordance with the Indenture. The Trustee shall not be accountable for the use or application by the Issuer of the
Notes or the proceeds thereof. The Trustee is hereby authorized by the Issuer to enter into the Agency Agreement and perform its obligations and exercise its rights thereunder in accordance with its terms. All of the provisions contained in the
Indenture in respect of the rights, powers, privileges, indemnities and immunities of the Trustee shall be applicable in respect of this Fourth Supplemental Indenture and the Agency Agreement as fully and with like force and effect as though set
forth in full herein and therein.
Section 6.03. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.04. Successors and Assigns. All covenants and agreements in this Fourth
Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.05. Separability Clause. In case any one or more of the provisions contained
in this Fourth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.06. Governing Law; Jury Trial Waiver. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER AND THE TRUSTEE, AND BY ITS ACCEPTANCE THEREOF, EACH HOLDER OF A NOTE, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Section 6.07. Counterparts. This Fourth Supplemental Indenture shall be valid, binding,
and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii)
a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual
signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to
investigate, confirm or otherwise verify the validity or authenticity thereof. This Fourth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all
purposes. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
Section 6.08. U.S.A. Patriot Act. The Issuer acknowledges that in accordance with the
Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Trustee, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Issuer hereby agrees that it shall provide the Trustee with such information as it may request including, but not
limited to, the Issuer’s name, physical address, tax identification number and other information that will help the Trustee identify and verify the Issuer’s identity such as organizational documents, certificate of good standing, license to do
business, or other pertinent identifying information.
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IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.
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EMERSON ELECTRIC CO.
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By:
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/s/ Michael J. Baughman
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Name:
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Michael J. Baughman
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Title:
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Executive Vice President and Chief Financial Officer
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By:
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/s/ J. H. Thomasson
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Name:
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J. H. Thomasson
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Title:
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Vice President and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
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By:
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/s/ Nancy Chouanard
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Name:
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Nancy Chouanard
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Title:
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Vice President
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EXHIBIT A
FORM OF GLOBAL NOTE
[FACE OF GLOBAL NOTE]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK)
LIMITED AS NOMINEE OF U.S. BANK EUROPE DAC AS COMMON DEPOSITARY (THE “DEPOSITARY”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK)
LIMITED, HAS AN INTEREST HEREIN.
EMERSON ELECTRIC CO.
4.000% Note due 2032
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€750,000,000
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No.: A-1
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CUSIP: 291011 BW3
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Issue Date: November 13, 2026
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ISIN: XS3567752525
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Common Code: 356775252
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Emerson Electric Co., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of the common
depositary for Euroclear and Clearstream, or registered assigns, the principal sum of SEVEN HUNDRED FIFTY MILLION EUROS (€750,000,000), or such other principal sum as shall be set forth in the Schedule of Exchanges of Interests attached hereto,
on November 13, 2032 (the “Maturity Date”), and to pay interest at 4.000% per annum annually in arrears on each November 13, commencing November 13, 2027 (each, an “Interest Payment Date”), with the interest computed on the basis of the actual
number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on this Note (or November 13, 2026, if no interest has been paid on this Note), to, but
excluding, the next scheduled Interest Payment Date, which payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Interest on the Notes will accrue from November 13, 2026. The Issuer will pay interest on the Notes annually in arrears on November 13 of each year, beginning in 2027, and on the maturity date for the Notes, to the record holders at the close of business on the preceding November 3 (whether or not such record date is a Business Day).
A-1
If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be made on
the next Business Day with the same force and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the
case may be, to the date the payment is made. Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but
excluding, the Interest Payment Date or the Maturity Date, as the case may be.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the
Indenture referred to on the reverse hereof or the Authenticating Agent referred to herein.
A-2
IN WITNESS WHEREOF, Emerson Electric Co. has caused this instrument to be signed by facsimile by its duly authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
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EMERSON ELECTRIC CO.
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By:
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||
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Title: Executive Vice President and Chief Financial Officer
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By:
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Title: Vice President and Treasurer
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[SEAL]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned Indenture.
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Dated:
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COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
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By U.S. BANK EUROPE DAC, UK BRANCH, as Authenticating Agent appointed by the Trustee
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By:
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Authorized Signatory
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A-3
EMERSON ELECTRIC CO.
4.000% Notes due 2032
This Note is one of a duly authorized issue of unsecured debentures,
notes or other evidence of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of December 10, 1998 (herein called the
“Original Indenture”), duly executed and delivered by the Issuer to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank
of New York Mellon (formerly known as The Bank of New York))), as trustee (herein called the “Trustee”), as supplemented by a
Fourth Supplemental Indenture dated as of November 13, 2026 (the “Fourth Supplemental Indenture”
and, together with the Original Indenture, the “Indenture”), between the Issuer and the
Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided.
This Note is one of a series designated as the 4.000% Notes due 2032 of the Issuer, limited in aggregate principal amount to €750,000,000 (herein called the “Notes”).
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, prior to the Par Call Date
(as defined below), at a redemption price equal to the greater of (i) 100 percent of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points, plus, in either case,
accrued and unpaid interest on the principal amount being redeemed to that Redemption Date.
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, on or after the Par Call
Date, at a redemption price equal to 100 percent of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date.
Notwithstanding the foregoing, installments of interest on the Notes which are due and payable on an Interest Payment Date falling on
or prior to the relevant Redemption Date shall be payable to the holders of those Notes, registered as such at the close of business on the relevant record date according to their terms and the provisions of the Indenture.
Notice of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Euroclear or
Clearstream to each Holder of the Notes not less than 15 days but not more than 60 days before the Redemption Date of the Notes being redeemed.
If less than all of the Notes of this series are to be redeemed, the Notes of this series to be redeemed shall be selected by the
Paying Agent by a method the Paying Agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in
accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream will select Notes in compliance with the requirements of the principal national securities
exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall be redeemed in part.
A-4
“Comparable Government Bond Rate” means, with respect to any
redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third
Business Day prior to the redemption date, would be equal to the gross redemption yield on such Business Bay of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing
at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Comparable Government Bond” means, in relation to any
Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed, or if such
independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in,
German federal government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Par Call Date” means September 13, 2032.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or treaties of
the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or amendment is
announced or becomes effective on or after the date of issuance of the Notes, the Issuer becomes or will become obligated to pay additional amounts as described under Section 2.07 of the Fourth Supplemental Indenture with respect to the Notes,
then the Issuer may at any time at its option redeem, in whole, but not in part, the outstanding Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100 percent of their principal amount, together with
accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by its taking reasonable measures available to it, not including substitution of the obligor under the
Notes.
Pursuant to Section 2.07 of the Fourth Supplemental Indenture, the Issuer
will, subject to the exceptions and limitations set forth in Section 2.07 of the Fourth Supplemental Indenture, pay such additional amounts (“Additional Amounts”) as will
result in the receipt by each beneficial owner of a Note that is not a United States person (as defined below) of such amounts, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the
United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such Additional Amounts) as would have been received had no such withholding or deduction been required.
As used herein, the term “United States” means the United States of America (including the states of the United States and the District of Columbia
and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or
organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or
trust the income of which is subject to United States federal income taxation regardless of its source.
Whenever in the Indenture (including in this Note) there is referenced, in any context, the payment of amounts based on the payment of principal of,
or premium, if any, or interest on, the Notes of this series, or any other amount payable thereunder or with respect thereto, such reference will be deemed to include the payment of Additional Amounts as described hereunder to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof.
The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.
In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
A-5
The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time
of payment of any interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security (as defined in the Indenture) payable upon acceleration thereof or the amount
thereof provable in bankruptcy, or impair or affect the rights of any Holder to institute suit for the payment thereof, or, if the Securities provide therefor, any right of repayment at the option of the Holder, without the consent of the Holder
of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued
in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.
No Global Note may be transferred except as a whole by the Depositary to a nominee of the Depositary. Subject to certain conditions, the Notes
represented by the Global Note are exchangeable for certificated notes in definitive form of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if: (1) the Depositary provides
notification that it is unwilling, unable or no longer qualified to continue as depositary for the Global Note and a successor is not appointed by the Issuer within 90 days; (2) the Issuer has been notified that both Clearstream and Euroclear
have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is
available, (3) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Global Note in definitive form, or (4) an event of default entitling the Holders of the Notes to
accelerate the maturity thereof has occurred and is continuing. Upon the occurrence of any of the preceding events, the Issuer will notify the Trustee in writing that, upon surrender by the participants of their interest in such Global Note,
Securities in definitive form will be issued to each Person that such participants and the Depositary identify as being the beneficial owner of the related Securities. Beneficial interests in Global Notes may be exchanged for Securities in
definitive form of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures.
For purposes of the Notes, “Business Day” shall mean any day that is not a Saturday or Sunday and that is not a day on which banking institutions are
authorized or obligated by law or executive order to close in the City of New York or London and on which the real time gross settlement system operated by Euroclear (the T2 system), or any successor thereto, operates.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
A-6
The acceptance of this Note shall be deemed to constitute the consent and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES THEREOF.
A-7
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee’s social security or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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and irrevocably appoint_______________________ as agent to transfer
this Note on the books of the Issuer. The agent may substitute another to act for him.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
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Your Name:
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Date:
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Signature Guarantee:
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*
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*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.
A-8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of an interest in this Global Note for an interest in another Global Note or for a Definitive Security, or exchanges of an interest in another
Global Note or a Definitive Security for an interest in this Global Note have been made:
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Date of Exchange
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Amount of decrease
in Principal Amount of
this Global Note
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Amount of increase
in Principal Amount of
this Global Note
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Principal Amount of this
Global Note following
such decrease or increase
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Signature of authorized
signatory or Trustee or
Securities Custodian
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||||
A-9
Exhibit 4.3
Execution Version
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Dated November 13, 2026
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ISSUER
Emerson Electric Co.
PAYING AGENT
U.S. Bank Europe DAC, UK Branch
TRANSFER AGENT
U.S. Bank Trust company, National Association
REGISTRAR
U.S. Bank Trust company, National Association
- and -
TRUSTEE
Computershare Trust Company, N.A.
AGENCY AGREEMENT
relating to Notes issued under a registration statement
including a base prospectus, dated November 9, 2026,
and a prospectus supplement dated November 10, 2026
Contents
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Clause
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Page
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1.
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Interpretation
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1
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2.
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Appointment of the Registrar
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2
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3.
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appointment of the transfer agent
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2
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4.
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Appointment of Paying Agent
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2
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5.
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Payment
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3
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6.
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Repayment
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4
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7.
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Prepayment; Notice of withholding or deduction
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4
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8.
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Records
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4
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9.
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Fees and expenses
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4
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10.
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Indemnity
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5
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11.
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Conditions of appointment
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5
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12.
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Changes in Paying Agent or Registrar and specified offices
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7
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13.
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Notices
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9
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14.
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Communications
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9
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15.
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Amendments
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10
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16.
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Taxes
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11
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17.
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Regulatory Matters
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11
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18.
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Governing law and jurisdiction
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12
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19.
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Counterparts
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13
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Appendix 1
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15 |
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ii
This agreement is
made on November 13, 2026
Between:
| (1) |
EMERSON ELECTRIC CO., a Missouri corporation (the
"Issuer");
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| (2) |
U.S. BANK EUROPE DAC, UK BRANCH, a Designated Activity Company registered in Ireland with the Companies Registration Office, registered number 418442, with its registered office
at Block F1, Cherrywood Business Park, Cherrywood, Dublin 18, Ireland D18 W2X7, acting through its UK Branch from its establishment at 125 Old Broad Street, Fifth Floor, London EC2N 1AR (registered with the Registrar of Companies for
England and Wales under Registration No. BR020005) under the trade name U.S. Bank Global Corporate Trust, as Paying Agent (the "Paying Agent" which expression shall
include any successor paying agent appointed in accordance with this Agreement);
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| (3) |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association chartered under the federal laws of the United States of America with an office at 100 Wall Street,
20th Floor, New York, New York 10005, as Transfer Agent (the "Transfer Agent" which
expression shall include any successor transfer agent appointed in accordance with this Agreement);
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| (4) |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association chartered under the federal laws of the United States of America with an office at 100 Wall Street,
20th Floor, New York, New York 10005, as Registrar (the “Registrar” which expression
shall include any successor registrar appointed in accordance with this Agreement); and
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| (5) |
COMPUTERSHARE TRUST COMPANY, N.A., a national banking association chartered under the federal laws of the United States of America with its corporate trust office for purposes of
the Indenture at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention Emerson Electric Co. Administrator, as Trustee (the "Trustee").
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Whereas:
| (A) |
The Issuer has agreed to issue €750,000,000 aggregate principal amount of its notes due 2032 (the “Notes”).
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| (B) |
The Notes are to be constituted by an Indenture, dated as of December 10, 1998, by and among the Issuer, as issuer, and the Trustee, as successor to Wells Fargo Bank, National
Association, as successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as the trustee (the “Original Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of November 13, 2026, by and among the Issuer and the Trustee (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), as set out in Appendix 1.
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| (C) |
The Issuer hereby appoints the Paying Agent, the Transfer Agent and the Registrar in accordance with the terms of this Agreement and the Indenture, it being understood that the
Paying Agent shall act as the “Paying Agent” under the Indenture and the Transfer Agent and Registrar shall act as the “Security Registrar” under the Indenture.
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It is agreed:
| 1. |
Interpretation
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| 1.1 |
Unless the context otherwise requires:
|
1
| 1.2 |
References in this Agreement to the payment of principal or interest in respect of any Note shall be deemed to include any additional amounts which may become payable in respect
thereof pursuant to the Notes and the Indenture.
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| 1.3 |
All references in this Agreement to an agreement, instrument or other document (including this Agreement, the Indenture and the Notes) shall be construed as a reference to that
agreement, instrument or document as the same may be amended, modified, varied, supplemented or novated from time to time. This Agreement shall be read together with, and interpreted in light of the provisions of, the Indenture. In the
event of any conflict or inconsistency between the Indenture and this Agreement, the Indenture shall prevail.
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| 1.4 |
Except as specifically set forth in this Agreement, this Agreement is for the exclusive benefit of the parties to this Agreement and their respective permitted successors, and
shall not be deemed to give, either expressly or implicitly, any legal or equitable right, remedy, or claim to any other entity or person whatsoever.
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| 2. |
Appointment of the Registrar
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| 2.1 |
The Issuer hereby appoints the Registrar, and the Registrar hereby agrees to act at its specified office as registrar in relation to the Notes in accordance with the provisions
of this Agreement and the Indenture and upon the terms and subject to the conditions contained in this Agreement and the Indenture.
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| 2.2 |
On the date of this Agreement, the Registrar shall provide to the Paying Agent a complete and correct copy of the register maintained by the Registrar in respect of the holders
of Notes and the outstanding principal amount of Notes held by each holder of Notes.
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| 2.3 |
The Registrar shall from time to time provide to the Paying Agent a complete and correct copy of the register of Notes maintained by it as soon as reasonably practicable
following any transfer or exchange of any Notes, and promptly on request therefor by the Paying Agent.
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| 2.4 |
The Paying Agent shall be entitled to treat as conclusive the most recent copy of the register provided to it by the Registrar in accordance with this Agreement.
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| 3. |
appointment of the transfer agent
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| 3.1 |
The Transfer Agent is hereby appointed as the agent of the Issuer, to act as Transfer Agent for the purposes specified in this Agreement, the Indenture and the Notes, including,
inter alia, completing, authenticating, holding and delivering Notes, upon the terms and subject to the conditions specified herein, in the Indenture and in the Notes, and the Transfer Agent hereby accepts such appointment. In such
capacity, the Trustee has appointed pursuant to the Supplemental Indenture and authorized the Paying Agent, and the Paying Agent hereby accepts such appointment, to serve as the Authenticating Agent (as defined in the Indenture) for the
Notes.
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| 4. |
Appointment of Paying Agent
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| 4.1 |
The Issuer hereby appoints the Paying Agent, and the Paying Agent hereby agrees, to act at its specified office as paying agent in relation to the Notes in accordance with the
provisions of this Agreement and the Indenture and upon the terms and subject to the conditions contained in this Agreement and the Indenture.
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| 4.2 |
The Paying Agent is appointed hereunder for the purposes of:
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| (a) |
paying sums due on the Notes referred to in Section 2.08 of the Supplemental Indenture; and
|
2
| (b) |
otherwise fulfilling its duties and obligations as set out in this Agreement and the Indenture.
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| 5. |
Payment
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Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default (as
defined in the Original Indenture) of the Issuer:
| (d) |
Without prejudice to clause 5(c) of this Agreement, if the Paying Agent pays out on or after the due date therefor (other than as a result of its own negligence or wilful
misconduct or that of its directors, officers, employees or agents) to persons entitled thereto, any amounts in accordance with clause 5(b) of this Agreement on the belief (which is not negated by reasonable evidence to the contrary) that
the corresponding payment due from the Issuer in accordance with clause 5(a) of this Agreement has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent
on such amount from (and including) the date on which it is paid out to (but excluding) the date of reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent
and expressed as a rate per annum.
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| (e) |
Payment of only part of the amount payable in respect of a Note may only be made at the discretion of the relevant Noteholder(s) (except as the result of a withholding or
deduction for or on account of any taxes permitted by the Indenture). If at any time the Paying Agent makes a partial payment in respect of any Note presented to it, it shall inform the Registrar of the same such that the Registrar may
record the same on the register of Notes.
|
3
| 6. |
Repayment
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Any sums paid by, or by arrangement with the Issuer to the Paying Agent pursuant to the terms of this Agreement shall not be required to be
repaid to the Issuer unless and until the Notes in respect of which such sums were paid shall have been purchased or redeemed by the Issuer or any other subsidiary of the Issuer and cancelled, but in any of these events the Paying Agent shall
(provided that all other amounts due under this Agreement shall have been duly paid) upon written request by the Issuer forthwith repay to the Issuer sums equivalent to the amounts which would otherwise have been payable on the relevant Notes
together with any fees previously paid to the Paying Agent in respect of such Notes. Notwithstanding the foregoing, the Paying Agent shall not be obliged to make any repayment to the Issuer so long as any amounts which under this Agreement should
have been paid to or to the order of the Paying Agent by the Issuer shall remain unpaid. The Paying Agent shall not, however, be otherwise required or entitled to repay any sums properly received by it under this Agreement.
| 7. |
Redemption; Notice of withholding or deduction
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| 7.2 |
If (i) the Issuer, in respect of any payment; or (ii) the Paying Agent, in respect of any payment of principal of or any premium or interest on the Notes, is required to withhold
or deduct any amount for or on account of Tax,
|
| (a) |
the Issuer shall give notice thereof to the Paying Agent and the Trustee as soon as it becomes aware of such requirement and shall give to the Paying Agent such information as
the Paying Agent requires to enable it to make such deduction or withholding; and
|
| (b) |
except where such requirement arises as a result of redemption of the Notes in accordance with the Indenture or by virtue of the relevant holder failing to satisfy any
certification or other requirement in respect of its Notes, the Paying Agent shall give notice thereof to the Issuer and the Trustee as soon as it becomes aware of the requirement to withhold or deduct.
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| 8. |
Records
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The Paying Agent shall:
| (a) |
keep a full and complete record of all payments made by it in respect of the Notes; and
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| (b) |
make such records available at all reasonable times to the Issuer and any persons authorised by it, and the Trustee for inspection and for the taking of copies thereof.
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| 9. |
Fees and expenses
|
4
| 9.2 |
The Issuer will also pay on demand, against presentation of such invoices and receipts as it may reasonably require, all documented out-of-pocket expenses (including necessary
advertising, facsimile and telex transmission, postage and insurance expenses and, subject to prior approval by the Issuer as set forth below, the fees and expenses of legal advisers) properly incurred by the Paying Agent, Transfer Agent
and Registrar in connection with the services under this Agreement, together with any applicable value added tax or similar tax properly chargeable thereon. Payment by the Issuer to the Paying Agent, Transfer Agent and Registrar of such
documented out-of-pocket expenses shall be a good discharge of the obligations of the Issuer in respect thereof. Where the advice of legal counsel is sought by the Paying Agent, Transfer Agent or Registrar, the fees of any such counsel
shall be agreed to by the Issuer (acting reasonably) in advance.
|
| 10. |
Indemnity
|
| 10.2 |
The indemnity contained in clause 10.1 above shall survive the termination and expiry of this Agreement.
|
| 11. |
Conditions of appointment
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| 11.2 |
No monies held by the Paying Agent need be segregated except as required by law.
|
| 11.4 |
The Paying Agent, Transfer Agent and Registrar shall be obliged to perform such duties and only such duties as are specifically set out in this Agreement. No implied duties or
obligations shall be read into such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the
date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take
any action hereunder which any party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in
its opinion, assured to it.
|
5
| 11.5 |
Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of
Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or
its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the bearer or holder.
|
| 11.6 |
The Paying Agent, Transfer Agent and Registrar may consult with any legal or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by
it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in advance and the opinion of such advisers shall be full and complete protection in respect of any action
taken, omitted or suffered hereunder in accordance with the written opinion of such advisers.
|
| 11.7 |
The Paying Agent, Transfer Agent and Registrar shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon
any instruction, request or order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other document or information from any electronic or other
source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper party or parties, even if it is subsequently found not to be genuine or to be incorrect.
|
| 11.8 |
The Paying Agent, Transfer Agent and Registrar, whether acting for itself or in any other capacity, will not be precluded from becoming the owner of, or acquiring any interest
in, holding or disposing of any Note or any shares or other securities of the Issuer or any of its subsidiaries, holding or associated companies (each a "Connected Company"),
with the same rights as it would have had if it were not acting as Paying Agent or from entering into or being interested in any contracts or transactions with any Connected Company or from acting on, or as depositary, trustee or agent
for, any committee or body of holders of any securities of any Connected Company and will not be liable to account for any profit.
|
| 11.9 |
The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or regulations affecting the Paying Agent, such payment is not permitted. In
the event of any such laws or regulations affecting the Paying Agent coming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee.
|
| 11.10 |
The Issuer shall use reasonable best efforts to do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or
desirable to enable the Paying Agent, Transfer Agent and Registrar to fully comply with and carry out its respective duties and obligations hereunder.
|
| 11.11 |
In no event shall the Paying Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or
representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the extent the liability of the Paying Agent, Transfer Agent or Registrar is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or fraud of the Paying Agent, Transfer Agent or Registrar or their Agent Parties.
|
6
| 11.12 |
Notwithstanding anything contained in this Agreement to the contrary, the Paying Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act
or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (i) any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance
with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions;
(ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or
sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability,
convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or
repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited
or prevented by such law, regulation or event or be obliged to pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential
personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot,
insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown
of transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage
or destruction by lightning, or drought); or (x) any other act of God; it being understood that the Paying Agent, Transfer Agent and the Registrar shall use reasonable efforts to resume performance as soon as practicable under the
circumstances.
|
| 11.13 |
Pursuant to and in accordance with the procedures set forth in Sections 10.3 and 10.4 of the
Original Indenture either (i) the Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture with respect to any series of the Notes or for any other purpose, direct the Paying Agent to pay to the
Trustee all sums held in trust by the Paying Agent with respect to such series of the Notes; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such
money or (ii) any money deposited with the Paying Agent in trust for the payment of the principal of or any premium or interest on any series of the Notes remaining unclaimed for three years after such principal, premium or interest has
become due and payable shall be paid to the Issuer on the Issuer’s request and all liability of the Paying Agent with respect to such trust money shall thereupon cease.
|
| 12. |
Changes in Paying Agent or Registrar and specified offices
|
| 12.1 |
The Issuer may at any time terminate the appointment of the Paying Agent, Transfer Agent or the Registrar and appoint additional or other paying agents, transfer agents or
registrars.
|
Any termination shall be made by giving to the Paying Agent, Transfer Agent or Registrar and (if different) to the paying agent, transfer agent
or registrar whose appointment is to be terminated not less than 60 days' written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payment in respect of Notes.
7
| 12.3 |
Notwithstanding clauses 12.1 and 12.2 no such termination of the appointment of, or resignation by, the Paying Agent, Transfer Agent or Registrar shall take effect until a
successor has been appointed on terms approved by the Issuer or the Issuer has otherwise approved such resignation without a successor being appointed.
|
| 12.5 |
On the date on which any such termination or resignation takes effect, the Paying Agent, Transfer Agent or Registrar shall (i) pay to or to the order of its successor (or, if
none, the Issuer) any amounts held by it in respect of the Notes which have become due and payable but which have not been presented for payment; and (ii) deliver to its successor (or, if none, the Issuer or as the Issuer may direct) all
records maintained by it, pursuant hereto. Following such termination or resignation and pending such payment and delivery, the Paying Agent, Transfer Agent or Registrar shall hold such amounts, records and documents in trust for and
subject to the order of its successor or, as the case may be, the Issuer.
|
| 12.6 |
Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted or any corporation with which such Paying Agent, Transfer Agent or Registrar
may be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Paying Agent, Transfer Agent or Registrar shall be a party, or any corporation, including affiliated corporations, to which the
Paying Agent, Transfer Agent or Registrar shall sell or otherwise transfer: (a) all or substantially all of its assets or (b) all or substantially all of its corporate trust business shall, on the date when the merger, conversion,
consolidation or transfer becomes effective and to the extent permitted by any applicable laws, be the successor Paying Agent, Transfer Agent or Registrar under this Agreement without any further formality, and after such effective date
all references in this Agreement to such Paying Agent, Transfer Agent or Registrar shall be deemed to be references to such corporation. Prior notice of any such merger, conversion, consolidation or transfer shall forthwith be given by
the Paying Agent, Transfer Agent or Registrar to the Issuer and the Trustee.
|
| 12.7 |
The Paying Agent, Transfer Agent or Registrar may change its specified office to another office in London at any time by giving to the Issuer and the Trustee not less than 60
days' prior written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes, and which notice shall specify the address of the new specified office and
the date upon which such change is to take effect.
|
8
| 13. |
Notices
|
| 13.1 |
If the Issuer arranges publication of any notice to the holders of the Notes, it shall at or before the time of such publication, send copies of each notice so published to the
Paying Agent (with a copy to the Trustee). The Paying Agent shall promptly forward any notices that it receives at the request of the Issuer to Euroclear and Clearstream.
|
| 13.2 |
The Paying Agent, Transfer Agent and Registrar shall promptly forward any written notice received by it from any holders of the Notes to the Issuer and the Trustee.
|
| 13.3 |
On behalf of, and at the request and expense of the Issuer, the Paying Agent shall cause to be published all notices required to be given by the Issuer under the Indenture (with
a copy to the Trustee).
|
| 14. |
Communications
|
| 14.1 |
For the purposes of this clause, the address of each party at the date of this Agreement shall be the address set out below (including, where applicable, the details of the
facsimile number, the person for whose attention the notice or communication is to be addressed and the email address):
|
the Issuer:
|
EMERSON ELECTRIC CO.
|
|||
|
Attn: Treasurer
8027 Forsyth Blvd.
St. Louis, Missouri 63105
As may be amended from time to time in accordance with this Agreement.
|
Fax: 314-553-2463
Attention: Treasurer
Email: treasuryoperations@emerson.com
|
the Paying Agent:
|
U.S. BANK EUROPE DAC, UK BRANCH |
|||
|
125 Old Broad Street, Fifth Floor
London
EC2N 1AR
United Kingdom
as may be amended from time to time in accordance with this Agreement.
|
Fax: +44 (0)207 365 2577
Attention:Relationship Management
Email:CDRM@usbank.com
|
9
the Transfer Agent:
|
U.S. Bank Trust Company, National Association
|
|||
|
Attention: Michelle Lee
100 Wall Street, 20th Floor
New York, New York 10005
as may be amended from time to time in accordance with this Agreement.
|
Attention: Michelle Lee
Email: Michelle.lee2@usbank.com
|
the Registrar:
|
U.S. Bank Trust Company, National Association
|
|||
|
Attention: Michelle Lee
100 Wall Street, 20th Floor
New York, New York 10005
as may be amended from time to time in accordance with this Agreement.
|
Attention: Michelle Lee
Email: Michelle.lee2@usbank.com
|
the Trustee:
|
Computershare Trust Company, N.A.
|
|||
|
Attn: Emerson Electric Co. Administrator
1505 Energy Park Drive
St. Paul, MN 55108
as may be amended from time to time in accordance with the Indenture and notified by the Issuer to the Paying Agent.
|
Attention: Lindsey Widdis
Email: Lindsey.Widdis@computershare.com
|
| 15. |
Amendments
|
| 15.1 |
For the avoidance of doubt, this Agreement may be amended in writing by the parties hereto.
|
| 15.2 |
The Issuer shall provide to the Paying Agent a copy of any amendment to the Indenture applicable to the Notes as soon as reasonably practicable following such amendment taking
effect. Where reference is made in this Agreement to the Indenture, such reference shall, for the purposes of the Paying Agent's rights and obligations under this Agreement only, be deemed to refer to the most recent version of such
document provided to the Paying Agent by the Issuer.
|
10
| 16. |
Taxes
|
The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution,
delivery, performance and enforcement of this Agreement.
| 17. |
Regulatory Matters
|
| 17.1 |
The Paying Agent is authorised by the Central Bank of Ireland (“CBOI”) and the Prudential Regulation
Authority (“PRA”) and subject to regulation by the Financial Conduct Authority (“FCA”) and
limited regulation by the PRA. Details about the extent of the Account Bank’s authorisation and regulation by the PRA, and regulation by the FCA are available on request.
|
| 17.2 |
In connection with the worldwide effort against the funding of terrorism and money laundering activities, the Paying Agent, Transfer Agent and Registrar may be required under
various national laws and regulations to which they are subject to obtain, verify and record information that identifies each person who opens an account with it. For a non-individual person such as a business entity, a charity, a trust
or other legal entity the Paying Agent, Transfer Agent and Registrar shall be entitled to ask for documentation to verify such entity’s formation and legal existence as well as financial statements, licenses, identification and
authorisation documents from individuals claiming authority to represent the entity or other relevant documentation.
|
| 17.3 |
The parties to this Agreement acknowledge and agree that the obligations of the Paying Agent, Transfer Agent and Registrar under this Agreement are limited by and subject to
compliance by them with EU and US Federal anti-money laundering statutes and regulations. If the Paying Agent, Transfer Agent and Registrar or any of their directors know or suspect that a payment is the proceeds of criminal conduct, such
person is required to report such information pursuant to the applicable authorities and such report shall not be treated as a breach by such person of any confidentiality covenant or other restriction imposed on such person under this
Agreement, by law or otherwise on the disclosure of information. The Paying Agent, Transfer Agent and Registrar shall be indemnified and held harmless by the Issuer from and against all losses suffered by them that may arise as a result
of the agents being prevented from fulfilling their obligations hereunder due to the extent doing so would not be consistent with applicable statutory anti-money laundering requirements.
|
| (a) |
the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto; and
|
| (b) |
the effects of any Bail-in Action on any such liability, including, if applicable:
|
| 1. |
a reduction in full or in part or cancellation of any such liability;
|
| 2. |
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such party, its parent undertaking, or a bridge institution that may be
issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other agreement; or
|
11
| 3. |
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any Resolution Authority.
|
For the purpose of this sub-clause 17.4 the following terms shall have the following meanings:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
Resolution Authority.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55
of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and in relation to any other
state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor person), as in effect from time to time.
“Resolution Authority” means any public administrative authority or any person entrusted with
public administrative authority to exercise any Write-down and Conversion Powers.
“Write-Down and Conversion Powers” means,
| (a) |
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in
the EU Bail-In Legislation Schedule; and
|
| (b) |
any powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of
a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and any similar or analogous powers under that Bail-In Legislation.
|
| 18. |
Governing law and jurisdiction
|
| 18.1 |
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.
|
12
| 18.3 |
Each of the Paying Agent, the Transfer Agent, the Registrar and the Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or
proceeding of the nature referred to in clause 18.2 brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or
the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.
|
| 18.4 |
THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT.
|
| 19. |
Counterparts
|
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which
when taken together shall constitute a single instrument. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all purposes.
As witness the
hands of the parties or their duly authorised agents the day and year first above written.
13
Signatories
|
Issuer
|
||||
|
EMERSON ELECTRIC CO.
|
||||
|
By:
|
/s/ Michael J. Baughman
|
|||
|
Name:
|
Michael J. Baughman
|
|||
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|||
|
By:
|
/s/ J. H. Thomasson
|
|||
|
Name:
|
J. H. Thomasson
|
|||
|
Title:
|
Vice President and Treasurer
|
|||
|
Paying Agent
|
||||
|
U.S. BANK EUROPE DAC, UK BRANCH
|
||||
|
By:
|
/s/ Shobita Choudhury
|
|||
|
Name:
|
Shobita Choudhury
|
|||
|
Title:
|
Authorised Signatory
|
|||
|
Transfer Agent
|
||||
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
|
||||
|
By:
|
/s/ Michelle Lee
|
|||
|
Name:
|
Michelle Lee
|
|||
|
Title:
|
Vice President
|
|||
|
Registrar
|
||||
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
|
||||
|
By:
|
/s/ Michelle Lee
|
|||
|
Name:
|
Michelle Lee
|
|||
|
Title:
|
Vice President
|
|||
|
Trustee
|
||||
|
COMPUTERSHARE TRUST COMPANY, N.A.
|
||||
|
By:
|
/s/ Nancy Chouanard
|
|||
|
Name:
|
Nancy Chouanard
|
|||
|
Title:
|
Vice President
|
|||
Indenture
[The Base Indenture and the Supplemental Indenture are included as Exhibits 4.1 and 4.2, respectively, to the Current Report
on Form 8-K filed on November 13, 2026, to which this Exhibit 4.3 forms a part.]
Exhibit 4.4
GLOBAL NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”),
AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK)
LIMITED AS NOMINEE OF U.S. BANK EUROPE DAC AS COMMON DEPOSITARY (THE “DEPOSITARY”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS
AN INTEREST HEREIN.
EMERSON ELECTRIC CO.
4.000% Note due 2032
|
€750,000,000
|
No.: A-1
|
|
CUSIP: 291011 BW3
|
|
|
Issue Date: November 13, 2026
|
ISIN: XS3567752525
|
|
Common Code: 356775252
|
Emerson Electric Co., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of the common
depositary for Euroclear and Clearstream, or registered assigns, the principal sum of SEVEN HUNDRED FIFTY MILLION EUROS (€750,000,000), or such other principal sum as shall be set forth in the Schedule of Exchanges of Interests attached hereto, on
November 13, 2032 (the “Maturity Date”), and to pay interest at 4.000% per annum annually in arrears on each November 13, commencing November 13, 2027 (each, an “Interest Payment Date”), with the interest computed on the basis of the actual number of
days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on this Note (or November 13, 2026, if no interest has been paid on this Note), to, but excluding, the
next scheduled Interest Payment Date, which payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Interest on the Notes will accrue from November 13, 2026. The Issuer will pay interest on the Notes annually in arrears on November 13 of each year, beginning in 2027, and on the maturity date for the Notes, to the record holders at the close of business on the preceding November 3 (whether or not such record date is a Business Day).
If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be
made on the next Business Day with the same force and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as
the case may be, to the date the payment is made.
Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been
paid, as the case may be, to, but excluding, the Interest Payment Date or the Maturity Date, as the case may be.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the
Indenture referred to on the reverse hereof or the Authenticating Agent referred to herein.
IN WITNESS WHEREOF, Emerson Electric Co. has caused this instrument to be signed by facsimile by its duly authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
|
EMERSON ELECTRIC CO.
|
||
|
By:
|
/s/ Michael J. Baughman
|
|
|
Name: Michael J. Baughman
Title: Executive Vice President and Chief Financial Officer
|
||
|
By:
|
/s/ J. H. Thomasson
|
|
|
Name: J. H. Thomasson
Title: Vice President and Treasurer
|
||
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the within-mentioned Indenture.
|
Dated:
|
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
|
|
|
By U.S. BANK EUROPE DAC, UK BRANCH, as
|
||
| Authenticating Agent appointed by the Trustee | ||
|
By:
|
/s/ Shobita Choudhury
|
|
|
Authorized Signatory
|
||
[Signature Page to Global Note]
EMERSON ELECTRIC CO.
4.000% Notes due 2032
This Note is one of a duly authorized issue of unsecured
debentures, notes or other evidence of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of December 10, 1998 (herein called
the “Original Indenture”), duly executed and delivered by the Issuer to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank
of New York Mellon (formerly known as The Bank of New York))), as trustee (herein called the “Trustee”), as supplemented by a
Fourth Supplemental Indenture dated as of November 13, 2026 (the “Fourth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
between the Issuer and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the 4.000% Notes due 2032 of the Issuer, limited in aggregate principal amount to €750,000,000 (herein called the “Notes”).
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, prior to the Par
Call Date (as defined below), at a redemption price equal to the greater of (i) 100 percent of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points, plus, in either
case, accrued and unpaid interest on the principal amount being redeemed to that Redemption Date.
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, on or after the
Par Call Date, at a redemption price equal to 100 percent of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date.
Notwithstanding the foregoing, installments of interest on the Notes which are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the holders of those Notes, registered as such at the close of business on the relevant record date according to their terms and the provisions of the Indenture.
Notice of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Euroclear
or Clearstream to each Holder of the Notes not less than 15 days but not more than 60 days before the Redemption Date of the Notes being redeemed.
If less than all of the Notes of this series are to be redeemed, the Notes of this series to be redeemed shall be selected
by the Paying Agent by a method the Paying Agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear
in accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream will select Notes in compliance with the requirements of the principal national securities
exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall be redeemed in part.
“Comparable Government Bond Rate”
means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at
such price on the third Business Day prior to the redemption date, would be equal to the gross redemption yield on such Business Bay of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Comparable Government Bond” means, in
relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed, or if
such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in,
German federal government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Par Call Date” means September 13,
2032.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or
treaties of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or
amendment is announced or becomes effective on or after the date of issuance of the Notes, the Issuer becomes or will become obligated to pay additional amounts as described under Section 2.07 of the Fourth Supplemental Indenture with respect to the
Notes, then the Issuer may at any time at its option redeem, in whole, but not in part, the outstanding Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100 percent of their principal amount, together with
accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by its taking reasonable measures available to it, not including substitution of the obligor under the Notes.
Pursuant to Section 2.07 of the Fourth Supplemental
Indenture, the Issuer will, subject to the exceptions and limitations set forth in Section 2.07 of the Fourth Supplemental Indenture, pay such additional amounts
(“Additional Amounts”) as will result in the receipt by each beneficial owner of a Note that is not a United States person (as defined below) of such amounts, after withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such Additional Amounts) as would have been received had no such withholding or
deduction been required.
As used herein, the term “United States” means the United States of America (including the states of the United States and the District of
Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or
organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust
the income of which is subject to United States federal income taxation regardless of its source.
Whenever in the Indenture (including in this Note) there is referenced, in any context, the payment of amounts based on the payment of
principal of, or premium, if any, or interest on, the Notes of this series, or any other amount payable thereunder or with respect thereto, such reference will be deemed to include the payment of Additional Amounts as described hereunder to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and
Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.
In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the
time of payment of any interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security (as defined in the Indenture) payable upon acceleration thereof or the amount
thereof provable in bankruptcy, or impair or affect the rights of any Holder to institute suit for the payment thereof, or, if the Securities provide therefor, any right of repayment at the option of the Holder, without the consent of the Holder of
each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the
case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.
No Global Note may be transferred except as a whole by the Depositary to a nominee of the Depositary. Subject to certain conditions, the Notes
represented by the Global Note are exchangeable for certificated notes in definitive form of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if: (1) the Depositary provides
notification that it is unwilling, unable or no longer qualified to continue as depositary for the Global Note and a successor is not appointed by the Issuer within 90 days; (2) the Issuer has been notified that both Clearstream and Euroclear have
been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available,
(3) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Global Note in definitive form, or (4) an event of default entitling the Holders of the Notes to accelerate the
maturity thereof has occurred and is continuing. Upon the occurrence of any of the preceding events, the Issuer will notify the Trustee in writing that, upon surrender by the participants of their interest in such Global Note, Securities in
definitive form will be issued to each Person that such participants and the Depositary identify as being the beneficial owner of the related Securities. Beneficial interests in Global Notes may be exchanged for Securities in definitive form of the
same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures.
For purposes of the Notes, “Business Day” shall mean any day that is not a Saturday or Sunday and that is not a day on which banking
institutions are authorized or obligated by law or executive order to close in the City of New York or London and on which the real time gross settlement system operated by Euroclear (the T2 system), or any successor thereto, operates.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
The acceptance of this Note shall be deemed to constitute the consent and agreement of the Holder hereof to all of the terms and provisions of
the Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THEREOF.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee’s social security or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
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Your Name:
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Date:
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Signature Guarantee:
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*
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*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of an interest in this Global Note for an interest in another Global Note or for a Definitive Security, or exchanges of an interest in
another Global Note or a Definitive Security for an interest in this Global Note have been made:
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Date of Exchange
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Amount of decrease
in Principal Amount
of
this Global Note
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Amount of increase
in Principal Amount
of
this Global Note
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Principal Amount
of this
Global Note
following
such decrease or
increase
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Signature of
authorized
signatory or
Trustee or
Securities
Custodian
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Exhibit 5.1
EMERSON ELECTRIC CO.
8027 FORSYTH BLVD.
ST. LOUIS, MO. 63105
JOHN A. SPERINO
VICE PRESIDENT
AND ASSISTANT SECRETARY
November 13, 2026
Emerson Electric Co.
8027 Forsyth Blvd.
St. Louis, MO 63105
| Re: |
€750,000,000 of 4.000% Notes Due 2032 (the “Notes”) of Emerson Electric Co. (the “Company”)
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Ladies and Gentlemen:
I am Vice President and Assistant Secretary of the Company, and in such capacity I am familiar with the registration of the Notes under the Securities Act of 1933, as amended (the “Act”). The
Notes are debt securities being issued under an Indenture dated as of December 10, 1998 (the “Base Indenture”) between the Company and Computershare Trust Company, N.A. (successor to Wells Fargo Bank, National Association (successor to The Bank of
New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)))), as trustee (the “Trustee”), as amended and supplemented by the Fourth Supplemental Indenture thereto, dated as of November
13, 2026 (together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The Notes will be subject to the Agency Agreement, dated as of November 13, 2026 (the “Agency Agreement”), among the Company, the Trustee, U.S. Bank
Europe DAC, UK Branch, as the paying agent for the Notes, and U.S. Bank Trust Company, National Association as transfer agent and registrar for the Notes. The Company proposes to offer and sell the Notes to the public in accordance with the terms
and conditions of an Underwriting Agreement Standard Provisions dated as of November 10, 2026 (the “Agreement”) and the Pricing Agreement (the “Pricing Agreement”) dated as of November 10, 2026 among the Company and the underwriters named therein,
for whom J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch International and Goldman Sachs & Co. LLC are acting as representatives, and the Company’s Automatic Shelf Registration Statement on Form S-3 (File Number
333-299935) (the “Registration Statement”), the Preliminary Prospectus Supplement dated November 10, 2026 and the accompanying Prospectus dated November 9, 2026, the Final Term Sheet relating to the Prospectus Supplement dated November 10, 2026 to
the Prospectus dated November 9, 2026, and the Prospectus Supplement dated November 10, 2026 and the accompanying Prospectus dated November 9, 2026 for the sale of the Notes by the Company.
I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I deemed
necessary for the purpose of the opinion expressed herein. In my examination of the foregoing, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic
originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the
Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinions, I have relied upon
certificates or statements of officers and other representatives of the Company and of public officials and authorities. I have assumed without investigation that any certificates or statements on which I have relied that were given or dated
earlier than the date of this opinion letter continued to remain accurate, insofar as relevant to such opinion, from such earlier date through and including the date of this letter.
Capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture.
Based on the foregoing, I am of the opinion that the Notes have been duly authorized and, when executed, issued, sold and delivered against payment therefor in the manner described in the
Registration Statement and in accordance with the Indenture, and duly authenticated by the Trustee as specified in the Indenture, will constitute valid and binding obligations of the Company.
The foregoing opinion is subject to the qualifications, that (i) the rights and remedies may be limited by bankruptcy, reorganization and other laws of general application relating to or affecting
the enforcement of creditors’ rights or the availability of equitable remedies and (ii) I am admitted to practice law in the State of Missouri and I express no opinion on any law other than that of Missouri, New York and the federal law of the
United States. To the extent that the opinion expressed herein relates to matters governed by the laws of the State of New York, I have relied, with their permission, as to all matters of New York law, on the opinion of Bryan Cave Leighton Paisner
LLP dated the date hereof, and my opinion is subject to the exceptions, qualifications and assumptions contained in such opinion. This opinion may not be relied upon by you for any other purpose or furnished to any other person without my prior
written consent.
Bryan Cave Leighton Paisner LLP may rely on this opinion, subject to the assumptions, qualifications and limitations set forth in this opinion, as if it were addressed to them, in rendering their
opinion dated the date hereof.
I hereby consent to the use of my name in the Registration Statement and in the related prospectus, and in any supplement to such prospectus, and to the use of this Opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities
and Exchange Commission thereunder.
[Signature Page Follows]
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Very truly yours,
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/s/ John A Sperino
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John A. Sperino
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[Signature Page – Exhibit 5 Opinion]
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November 13, 2026
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Emerson Electric Co.
8027 Forsyth Blvd.
St. Louis MO, 63105
| Re: |
4.000% Notes Due 2032
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Ladies and Gentlemen:
We have acted as special counsel to Emerson Electric Co., a Missouri corporation (the “Company”), in connection with the sale by the Company and the purchase by the underwriters (the “Underwriters”) referred to in the Pricing Agreement, dated
November 10, 2026, which incorporates the Underwriting Agreement Standard Provisions dated as of November 10, 2026, among the Company and the Underwriters, for whom J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch
International and Goldman Sachs & Co. LLC are acting as representatives (the “Pricing Agreement”), of €750,000,000 aggregate principal amount of 4.000% Notes Due 2032 of the Company (the “Notes”), issuable pursuant to an Indenture, dated as of
December 10, 1998 (the “Base Indenture”) between the Company and Computershare Trust Company, N.A. (successor to Wells Fargo Bank, National Association (successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York
Mellon (formerly known as The Bank of New York)))), as trustee (the “Trustee”), as amended and supplemented by the Fourth Supplemental Indenture thereto, dated as of November 13, 2026 (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be subject to the Agency Agreement, dated as of November 13, 2026 (the “Agency Agreement”), among the Company, the Trustee, U.S. Bank Europe DAC, UK Branch, as the
paying agent for the Notes, and U.S. Bank Trust Company, National Association as transfer agent for the Notes and registrar for the Notes.
In connection herewith, we have examined:
(1) the Restated Articles of Incorporation of the Company, as amended;
(2) the Bylaws of the Company;
(3) the Pricing Agreement;
(4) the Registration Statement on Form S-3 (No. 333-299935) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November
9, 2026, including the prospectus constituting a part thereof, dated November 9, 2026 (the “Prospectus”);
(5) the prospectus supplement dated November 10, 2026 (the “Prospectus Supplement”), relating to the Notes, including the Prospectus;
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November 13, 2026
Page 2
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(6) the global notes representing the Notes;
(7) the Indenture; and
(8) the Agency Agreement.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company,
and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we
have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us
as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or
regulatory body and the authenticity of the originals of such latter documents. If any document we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such sites maintained by a court or governmental
authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent
investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Indenture and the Pricing Agreement and certificates and statements of appropriate representatives of the Company.
In connection herewith, we have assumed that, other than with respect to the Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid and
binding and enforceable obligation of, all the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or
other) to execute, deliver and perform such documents. We have also assumed, with your permission, that (i) the Company has been duly organized and is validly existing in good standing under the laws of the jurisdiction governing its organization,
with all requisite entity power and authority to execute and deliver the Indenture and the Notes and perform all other transactions contemplated thereunder, (ii) all of the documents referred to in this opinion letter, other than the Notes, have
been duly authorized, executed and delivered by the Company, and (iii) the Notes have been duly authorized by the Company in accordance with the Company’s Restated Articles of Incorporation and Bylaws, and applicable Missouri law.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, assuming the due execution, authentication, issuance, sale and
delivery of the Notes upon payment of the consideration therefor provided for in the Pricing Agreement in the manner described in the Prospectus Supplement and the Pricing Agreement and in accordance with the provisions of the Indenture, such Notes
will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations
and exceptions:
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November 13, 2026
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(a) Our opinion herein reflects only the application of (i) applicable New York State law (excluding (A) all laws, rules and regulations of cities, counties and other political subdivisions of such State and (B) the securities, blue sky,
environmental, employee benefit, pension, tax and antitrust laws of such State, as to which we express no opinion) and (ii) the federal laws of the United States (excluding the federal securities, environmental, employee benefit, pension, tax and
antitrust laws, as to which we express no opinion). With respect to all matters of Missouri law, we have relied, with your permission, upon the opinion of John A. Sperino, Vice President and Assistant Secretary of the Company, dated the date hereof
and delivered to you, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of John A. Sperino. The opinion set forth herein is made as of the date hereof
and is subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the
date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to,
the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
(b) Our opinion contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without
limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), (iii) an implied covenant of good
faith and fair dealing, (iv) requirements that a claim with respect to the Notes denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such a claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (v) governmental authority to limit, delay, or prohibit the making of payments outside the United States or in foreign or composite currency.
(c) Our opinion is further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities, that: (i) limit or affect the
enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been
elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves
negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not
an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.
(d) We express no opinion as to:
(i) the enforceability of any provision of the Indenture or the Notes purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B)
confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Company or any other person
to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive, (F) modify or waive the rights to notice, legal defenses, statutes of limitations and statutes of repose (including the tolling of the same)
or other benefits that cannot be waived under applicable law or (G) govern choice of law or conflict of laws; or (H) provide for or grant a power of attorney; or
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November 13, 2026
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(ii) the enforceability of (A) any rights to indemnification or contribution provided for in the Indenture or the Notes which are violative of public policy underlying any law, rule or regulation (including any Federal or state securities law,
rule or regulation) or the legality of such rights, or (B) provisions in the Indenture whose terms are left open for later resolution by the parties.
John A. Sperino, Vice President and Assistant Secretary of the Company, may rely on this opinion letter, subject to the assumptions, qualifications and limitations set forth in this opinion letter, as if it were addressed to him, in rendering
(i) his opinion letter dated the date hereof, which is to be filed as an exhibit to the Company’s Current Report on Form 8-K, and (ii) his opinion letters, each dated the date hereof, in contemplation of the transactions described herein, including
his opinion letters issued pursuant to the Pricing Agreement and the Indenture.
We do not render any opinion except as set forth above. We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, incorporated by reference into the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Notes. In
giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ Bryan Cave Leighton Paisner LLP
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