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1、EMERSON|1 November 5,2024Strategic AnnouncementEMERSON|2 EMERSON|2 Forward-Looking StatementsThis communication contains forward-looking statements related to Emerson,AspenTech and the proposed acquisition by Emerson of the outstanding shares of common stock of AspenTech that Emerson does not alread

2、y own.These forward-looking statements are subject to risks,uncertainties and other factors.All statements other than statements of historical fact are statements that could be deemed forward-looking statements,including all statements regarding the intent,belief or current expectation of the compan

3、ies and members of their senior management team.Forward-looking statements include,without limitation,statements regarding the business combination and related matters,prospective performance and opportunities,post-closing operations and the outlook for the companies businesses,including,without lim

4、itation,future financial results,synergies,growth potential,market profile,business plans and expanded portfolio;the competitive ability and position of the combined company;filings and approvals relating to the proposed transaction;the ability to complete the proposed transaction and the timing the

5、reof;difficulties or unanticipated expenses in connection with integrating the companies;and any assumptions underlying any of the foregoing.Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned

6、 not to place undue reliance on these forward-looking statements.Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties.Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking st

7、atements include:(1)the risk that a transaction with AspenTech may not be agreed with the AspenTech special committee;(2)the risk that the non-waivable condition that the requisite majority of the holders of AspenTech common stock which are unaffiliated with Emerson tender in or approve the proposed

8、 transaction is not met;(3)the risk that a transaction with AspenTech may not otherwise be consummated;(4)uncertainties as to the timing of the transaction;(5)unexpected costs,charges or expenses resulting from the proposed transaction;(6)uncertainty of the expected financial performance of AspenTec

9、h following completion of the proposed transaction;(7)failure to realize the anticipated benefits of the proposed transaction;(8)inability to retain and hire key personnel;(9)potential litigation or regulatory approval requirements in connection with the proposed transaction or other settlements or

10、investigations that may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense,indemnification and liability;(10)evolving legal,regulatory and tax regimes;(11)changes in economic,financial,political and regulatory conditions,in the United States and

11、 elsewhere,and other factors that contribute to uncertainty and volatility,natural and man-made disasters,civil unrest,pandemics,geopolitical uncertainty,and conditions that may result from legislative,regulatory,trade and policy changes associated with the current or subsequent U.S.administration;(

12、12)the ability of Emerson and AspenTech to successfully recover from a disaster or other business continuity problem due to a hurricane,flood,earthquake,terrorist attack,war,pandemic,security breach,cyber-attack,power loss,telecommunications failure or other natural or man-made event,including the a

13、bility to function remotely during long-term disruptions;(13)the impact of public health crises,such as pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning

14、 of national or global economies and markets,including any quarantine,“shelter in place,”“stay at home,”workforce reduction,social distancing,shut down or similar actions and policies;(14)actions by third parties,including government agencies;(15)potential adverse reactions or changes to business re

15、lationships resulting from the announcement of the proposal or completion of the transaction;(16)the risk that disruptions from the proposed transaction will harm Emersons and AspenTechs business,including current plans and operations;and(17)other risk factors as detailed from time to time in the co

16、mpanies periodic reports filed with the U.S.Securities and Exchange Commission(the“SEC”),including current reports on Form 8-K,quarterly reports on Form 10-Q and annual reports on Form 10-K.All forward-looking statements are based on information currently available to Emerson,and Emerson assumes no

17、obligation and disclaim any intent to update any such forward-looking statements.EMERSON|3 EMERSON|3 Additional Information and Where To Find ItThis communication relates to a proposal that Emerson has made for an acquisition by Emerson of all of the shares of issued and outstanding common stock of

18、AspenTech not already owned by Emerson.In furtherance of this proposal and subject to future developments,Emerson may file one or more tender offer statements or other documents with the SEC.This communication is not a substitute for any tender offer statement or other document Emerson may file with

19、 the SEC in connection with the proposed transaction.Investors are urged to read the tender offer statements and/or other documents filed with the SEC carefully in their entirety if and when they become available,as they will contain important information about the proposed transaction.Investors wil

20、l be able to obtain free copies of these documents(if and when available)and other documents filed with the SEC by Emerson through the website maintained by the SEC at http:/www.sec.gov.This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities,nor

21、 shall there be any sale of securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.A solicitation and an offer to buy shares of AspenTech will be made only pursuant to an offer to

22、purchase and related materials that Emerson may file with the SEC.Any information concerning AspenTech contained in this communication has been taken from,or based upon,publicly available information.Although Emerson does not have any information that would indicate that any information contained in

23、 this communication that has been taken from such documents is inaccurate or incomplete,Emerson does not take any responsibility for the accuracy or completeness of such information.Non-GAAP MeasuresIn this presentation we will discuss some non-GAAP measures in talking about our companys performance

24、,and the reconciliation of those measures to the most comparable GAAP measures is contained within this presentation or available at our website,www.E,under Investors.EMERSON|4 Key Strategic Actions to Complete Portfolio TransformationProposal to WhollyAcquire AspenTechExploring Strategic Alternativ

25、es for Safety&ProductivityIncreasing Return of Capital to ShareholdersProposal to acquire remaining shares1 of AspenTech for$240 per share in cashAccelerates achievement of software-defined automation strategy to provide unparalleled value to customersDrives the realization of incremental cost syner

26、gies using Emersons proven integration playbookEnhances operational performance at AspenTech leveraging the Emerson Management SystemReduces structural complexity for investorsExploring strategic alternatives for Safety&Productivity segment,including a cash saleSafety&Productivity segment is not cor

27、e to the automation portfolioGlobal manufacturer of professional plumbing and electrical tools as well as wet/dry and commercial vacuums with industry-leading margins and cash flowIncreasing return of capital to shareholders due to strong company outlookPlans to repurchase$2.0 billion of common stoc

28、k in fiscal year 2025Expecting to complete$1.0 billion in fiscal Q1Assuming successful completion of the transactions,Emerson expects total net leverage to be less than 2x by the end of fiscal year 2025 and expects to maintain its A2/A credit rating1 Emerson currently owns 57%of AspenTechs outstandi

29、ng shares of common stockEMERSON|5 AspenTech45%ENG10%SSE40%Energy&Energy Transition20%Power&Renewables19%OtherPRODUCT SUITE3END-MARKET4$0.3BFree Cash Flow 38.5%Adjusted Segment EBITA$941MACV2$1.1BSales2024 FINANCIALS12 Annual contract value based on AspenTechs reported ACV.See the end notes for defi

30、nition.1 Results based on Emersons fiscal 202433%MSC8%DGM4%APM17%Chemical1%General Industries3%HybridSoftware PortfolioPerformance Engineering(ENG)Optimizing the design and operations of complex assets across the engineering lifecycleManufacturing&Supply Chain(MSC)Maximizing margins and achieving su

31、stainability goals by improving production performance and value chain resiliencySubsurface Science&Engineering(SSE)Solving the most complex exploration and production challenges while accelerating carbon storage solutionsAsset Performance Management(APM)Increasing asset availability and reducing co

32、sts by predicting,quantifying,and mitigating riskDigital Grid Management(DGM)Operating and managing complex electric grids and gas networksGlobal,diversified leader specializing in industrial software for complex environments where it is critical to optimize the asset design,operation and maintenanc

33、e lifecycle4 End-market splits based on AspenTechs revenue on Emersons fiscal 20243 Product suite by ACV as presented at AspenTechs 9/17/24 investor dayEMERSON|6 Combination of Emerson and AspenTech Would Accelerate Delivery of Software-Defined Automation VisionOption 1Field DevicesControl SoftwareO

34、ptimizationSoftwareTODAYHistorianSoftware-Defined InfrastructureFieldEdgeCloudControl Hardware&Embedded SoftwareEthernet APLDCSMaintenanceLaboratoryEnterprise Operations PlatformOperations AnywhereProductionSafetyReliability OptimizationEngineering&DesignOperationsAsset PerformanceIT Data LakeUnifie

35、d Data FabricEMERSON|7 0.0%10.0%20.0%30.0%40.0%50.0%60.0%70.0%80.0%90.0%100.0%Emersons Enterprise Operations Platform Would Meet Emerging Customer Needs With a Phased Deployment of Expanding CapabilitiesEnterprise Operations PlatformA comprehensive software solution connecting the field,edge,and clo

36、ud,to manage and optimize the control,production,safety,and reliability of industrial operations,at individual sites and enterprise-wideBundling Emerson&AspenTech software and communicating Platform visionLaunching comprehensive data fabric and site-level Operations PlatformDeploying Enterprise Oper

37、ations Platform with full visibility and controlFoundational DevelopmentSite-Level Operations PlatformEnterprise Operations PlatformPhased DeploymentPhase 1Phase 2Phase 3Evolution of Control&Optimization MarketTODAYPHASE 3%Software1/3%Hardware/Services2/3Market Growth RateMSDEMR:Rule of 35Combined T

38、AM1:$30B%Software2/3%Hardware/Services1/3Market Growth RateHSDEMR:Rule of 50Market NeedsDigital TransformationIT/OT ConvergenceData DemocratizationAsset OptimizationRemote&Autonomous OperationsSoftwareHW/Services1 Emerson internal estimatesEMERSON|8 Combined Portfolio Would Enable Software Offerings

39、 to Seamlessly Integrate Across Process and Hybrid IndustriesAspenTech ApplicationsEmerson ApplicationsData Acquisition&AnalysisData AcquisitionData IntegrationData AnalysisProcess Control OptimizationBatch ManagementProcess SimulationProcess DesignProcess OptimizationAdvanced Process ControlControl

40、 PerformanceControlQuality ControlScheduling&ExecutionManufacturing ExecutionRecipe ManagementMonitoring&DiagnosisPredictive MaintenanceAsset Performance OptimizationEngineering/Modeling&DesignAsset Performance ManagementOptimize Production&OperationsEMERSON|9 Key CapabilityEmerson+AspenTechAutomati

41、on Peer 1Automation Peer 2Automation Peer 3Non-Traditional Players1Unified Data FabricIntegration of Industrial Software ApplicationsIntegration With Other Enterprise Systems Enterprise Scalability&FlexibilityAutonomous OperationsZero Trust SecurityField Device Native ConnectivityCombination of Emer

42、son and AspenTech Capabilities Would Provide Customers With an Unparalleled Enterprise Operations Platform1 Non-traditional players include ERP and cloud providersEMERSON|10 Emerson Shareholders Would Benefit From Significant Synergy Opportunity Leveraging Our Integration PlaybookOpportunityTransact

43、ion Expected to Meet Emersons Return ThresholdsExpected to Be Neutral to Adjusted EPS in Fiscal 2025 With Realized SynergiesStreamline duplicative functionsLeverage regional best-cost modelConsolidate facilitiesReduce third-party spend utilizing Emersons scaleCorporate Costs/G&AEnhance productivity

44、of spendLeverage common capabilities with Control Systems&Software businessesSupports accelerated investment in enterprise operations platformResearch&DevelopmentEMERSON|11 Enhances operational performance at AspenTech leveraging the Emerson Management SystemReduces structural complexity for investo

45、rsAccelerates achievement of software-defined automation strategy to provide unparalleled value to customersDrives the realization of incremental cost synergies using Emersons proven integration playbookNow Is the Right Time to Proceed With a Buy-In of the Remaining Stake in AspenTechEMERSON|12 Safe

46、ty&Productivity76%Americas5%Asia,Middle East&Africa19%Europe57%Industrial&CommercialGEOGRAPHYEND-MARKETBRANDSPRODUCTS$0.2BFree Cash Flow Contribution$0.47Adjusted EPS Contribution$1.4BSales24.5%Adjusted Segment EBITA2024 FINANCIALS2%Other35%Residential 6%UtilitiesGlobal manufacturer of professional

47、plumbing and electrical tools as well as wet/dry&commercial vacuums with 4,200 employees42.7%Gross ProfitEMERSON|13 2024 Emerson Post-Transactions:An Industrial Technology Leader Delivering Advanced Automation Solutions47%Americas33%Asia,MiddleEast&Africa20%Europe9%Test&Measurement25%Measurement&Ana

48、lytical16%Discrete Automation26%Final ControlIntelligent DevicesSoftware&ControlGEOGRAPHYSEGMENTSOFTWARENote:Figures are shown above assume all announced transactions(AspenTech proposal and Safety&Productivity)are completed1 Annual contract value(ACV)includes all applicable Emerson software business

49、es.See the end notes for definition.26.2%Adjusted Segment EBITA$16.1BNet Sales60%MRO/Recurring Revenue54.2%Adjusted Gross Profit10%ACV Growth YoY$1.4BACV117%Control Systems&Software7%AspenTechTest&MeasurementControl Systems&SoftwareAspenTech14%of Net SalesEMERSON|14 EMERSON|14 AppendixEMERSON|15 EME

50、RSON|15 EndnotesContinuing Operations:All financial metrics in this presentation are on a continuing operations basis,unless otherwise noted.Annual Contract Value(ACV):ACV is an estimate of the annual value of our portfolio of term license and software maintenance and support(SMS)contracts,the annua

51、l value of SMS agreements purchased with perpetual licenses and the annual value of standalone SMS agreements purchased with certain legacy AspenTech term license agreements.Because software revenue recognition rules require upfront recognition of a significant portion of agreements,comparisons of r

52、evenue across periods is primarily impacted by the timing of term license renewals.ACV approximates the estimated annual billings associated with our recurring term license and SMS agreements at a point in time,and management finds this business metric useful in evaluating the growth and performance

53、 of our industrial software business.For agreements denominated in other currencies,a fixed historical rate is used to calculate ACV in U.S.dollars in order to eliminate the impact of currency fluctuations.EMERSON|16 Reconciliation of Non-GAAP MeasuresAspenTech and Safety&ProductivityThis informatio

54、n reconciles non-GAAP measures with the most directly comparable GAAP measure(dollars in billions,except per share amounts)AspenTech Adjusted Segment EBITA MarginFY24AspenTech segment margin(GAAP)(6.7%)Amortization of intangibles&restructuring and related costs45.2%AspenTech adjusted segment EBITA m

55、argin(non-GAAP)38.5%AspenTech Free Cash FlowFY24Operating cash flow(GAAP)$0.3Capital expenditures-Free cash flow(non-GAAP)$0.3Safety&Productivity Adjusted Segment EBITA MarginFY24Safety&Productivity segment margin(GAAP)22.2%Amortization of intangibles&restructuring and related costs2.3%Safety&Produc

56、tivity adjusted segment EBITA margin(non-GAAP)24.5%Safety&Productivity Free Cash FlowFY24Operating cash flow(GAAP)$0.3Capital expenditures(0.1)Free cash flow(non-GAAP)$0.2Safety&Productivity Earnings Per ShareFY24 Earnings per share(GAAP)$0.43Amortization of intangibles0.03Restructuring and related

57、costs0.01Adjusted earnings per share(non-GAAP)$0.47EMERSON|17 Reconciliation of Non-GAAP MeasuresEmerson(Post-Transactions1)This information reconciles non-GAAP measures with the most directly comparable GAAP measure(dollars in millions,except per share amounts)Emerson Post-Transactions Adjusted Gro

58、ss Profit MarginFY24Emerson gross profit margin(GAAP)50.8%Amortization of acquisition-related inventory step-up1.3%Amortization of intangibles and restructuring costs1.2%Safety&Productivity impact on gross profit margin(GAAP)0.9%Emerson post-transactions adjusted gross profit margin(GAAP)54.2%Emerso

59、n Post-Transactions SalesFY24FY24 Sales(GAAP)$17.5B Safety&Productivity Sales(GAAP)(1.4B)Emerson post-transactions(non-GAAP)$16.1B Emerson Post-Transactions Adjusted Segment EBITA MarginFY24Emerson post-transactions net sales(non-GAAP)$16,103Pretax earnings(GAAP)$2,020Pretax earnings margin(GAAP)11.

60、5%Corporate items and interest expense,net1,069Amortization of intangibles1,274Restructuring and related costs189Adjusted segment EBITA(non-GAAP)$4,552Safety&Productivity adjusted segment EBITA(non-GAAP)341Emerson post-transactions adjusted segment EBITA(non-GAAP)$4,211Emerson post-transactions adjusted segment EBITA margin(non-GAAP)26.2%1 Emerson assuming successful completion of the transactions announced today