to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement
in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement of which this prospectus is a part.
You may receive a copy of any of the documents incorporated by reference in this prospectus from the SEC on its web site (http://www.sec.gov),
or you may read and copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330.
You can also obtain these documents from us, without charge, by writing or calling J. G. Shively, our Vice President
and Assistant Secretary, at Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, telephone
314-553-2000,
e-mail
john.shively@emerson.com. Our SEC filings are also available to the public on our website at http://www.emerson.com. Information on our web site is not intended to be an active link and is not part of
this prospectus, any prospectus supplement, any free writing prospectus or the registration statement of which this prospectus is part.
C
AUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus, any prospectus supplement, free writing prospectus or other offering material, or in documents incorporated by
reference into this prospectus, may contain various forward-looking statements and include assumptions concerning our operations, future results and prospects. In this context, forward-looking statements often address our expected future business
and financial performance, and often contain words such as expect, may, might, anticipate, intend, plan, believe, seek, will,
forecast, or assume. These forward-looking statements are based on current expectations, are subject to risks and uncertainties, and we undertake no obligation to update any such statements to reflect later developments. In
connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we provide the following cautionary statement identifying important economic, political and technological factors, among others, changes
in which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
Such factors include, but are not limited to, the following: (i) Emersons ability to complete its proposed acquisition of Rockwell
Automation Inc. (including the possibility that Rockwell will reject the proposed acquisition) and the terms, timing, costs or benefits of any such acquisition; (ii) the impact of the increases in the Companys debt levels and outstanding
shares as a result of the acquisition; (iii) difficulties in integration and in the timing and degree of realization of the anticipated benefits of the acquisition; (iv) diversion of management time on acquisition-related issues; (v) the current and
future business environment, including capital and consumer spending, potential volatility of the end markets served, interest rates, and currency exchange rates; (vi) competitive factors and competitor responses to Emerson initiatives; (vii)
development and market introduction of anticipated new products; (viii) the ability to defend and protect our intellectual property rights; (ix) favorable environments for and execution of acquisitions and divestitures, domestic and foreign,
including regulatory requirements and market values of candidates; (x) integration of acquisitions and separation of disposed businesses; (xi) the availability of raw materials and purchased components; (xii) stability of governments and business
conditions in foreign countries which could result in adverse changes in exchange rates, changes in regulation, nationalization of facilities or disruption of operations; (xiii) unrestricted access to capital markets; (xiv) our ability to attract,
develop and retain key personnel; (xv) ability to prevent security breaches or disruptions of our information technology systems; and (xvi) the outcome of pending and future litigation, including environmental compliance.
U
SE OF PROCEEDS
Unless otherwise specified in a prospectus supplement accompanying this prospectus, we expect to use the proceeds from the sale of the
securities for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, financing acquisitions and the repayment or refinancing of short or long term borrowings. Before we use the proceeds for
these purposes, we may invest them in short term investments. If we anticipate that proceeds will be earmarked for a specific purpose, such as to repay debt or make an
4