Emerson Electric Company

Item 1A. Risk Factors

The following risk factor supplementss update the Rrisk Ffactors sectiont forth in Part 1I, Item 1A, of . Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (our For. Please refer to Part I, Item 10-K"). The following riA. Risk fFactor disclosure should be read in conjunction with the os in our Annual Report on Form 10-K for the year ended September 30, 2024, for other risk factors set out in s related to our Form 10-Kbusiness.

Our Proposed Acquisition of the Remaining InterestSubstantial Sales Both in AspenTech That We Dont Already Own and the Processthe U.S. and Abroad Subject Us to Explore Strategconomic Alternatives for the Company's Safety Productivity SegmentRisk as Our Results of Operations May Not Be CompleAdversely Affected or Completed on the Termby Changes in Government Regulations and Policies and Conditurrency Fluctuations Contemplated, or with the Expected Benefits.

On January 26, 2025, the Company and AspenTech entered into an agreement under which Emerson will acquire all outstanding shares of

We sell, manufacture, engineer and purchase products globally, with significant sales in both mature and emerging markets. We expect sales in non-U.S. markets to common stock of AspenTech nontinue to represent already owned by Emers significant portion or its affiliatf our total sales. Under the terms of the agreeOur U.S. and international operations subject the Company to changes in government, Emerson will make a tend regulations and policies in a large number offer to acquire all outstan jurisdictions around the world, including shares of AspenTechthose related to trade, investments, taxation, exchange common stock not already owned by Emerson or its affiliates fntrols and repatriation of earnings. Changes in laws or $265.00 per share in cash, approximately $7.2 billion in aggregate, which would be followed by a merger pursuant to which AspenTech would become a wholly owned subsidiary of the Companypolicies (including their interpretations) governing the terms of foreign trade, trade restrictions or barriers, tariffs or taxes, trade protection measures, and in which any remainretaliatory countermeasures, including shares not tendered would receive the same price in cash. The Company currently owns approximateon imports from countries where we manufacture products, could adversely 57 percenimpact of AspenTechs outstur business anding sha financial res. Compleults. In addition of , changes in the proposed AspenTech transaction is subjectrelative values of currencies occur from time to the satisfaction or waiver of customary conditions, including among other things,ime and have affected our operating results and could do so in the non-waivabfuture. While condition that at least a majority of the AspenTech common stockwe monitor our exchange rate exposures and attempt to mitigate this exposure through held by minority stockholders be validly tendered and not validly withdrawn, and the absence of any appdging activities, this risk could adversely affect our operating results.

The recent changes in U.S. trade policable law prohibitiy involving the consummapplication of the proposed acquisition. Tr increase of tariffs and the proposed acquisition is intended to be financed from cash onsubsequent retaliatory measures against the U.S. have created a dynamic environment that may hand and debt financing. On November 5, 2024, the Cove a material adverse impany announced that it is exct on our business. While we have deploringyed strategic alternatives, including a cash sale, for its Safety Productivity segment. Nes to mitigate the impact of these dynamic trade policies, there is no assurance can be given asthat we will be able to tmitigate the completion, termfull impact of all such tariffs, timing, costretaliatory tariffs or benefits antother trade policipated from any such transactions. Unforeseen developments, including the outcome ofes that have or may develop in this rapidly changing environment. Increasing trade tensions and changes in trade policies have the potender offer, or delays in obtaining various tax, regulatory tial to adversely impact our costs, the demand other approvalfor our products, could delay any such transactions, or cause one or more of them to occour supply chain and the global economy, which may have an adverse impact on our on terms and conditions that are less favorable, or at a higher cost, than expected.business, including operating and financial results and conditions.