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AspenTech’s total revenue was $303.6 million in the second quarter of fiscal 2025, compared to $257.2 million in the second quarter of fiscal 2024. Total revenue in the period included license and solutions revenue of $188.2 million, compared to $152.5 million in the second quarter of fiscal 2024, maintenance revenue of $90.6 million, compared to $85.1 million in the second quarter of fiscal 2024, and services and other revenue of $24.7 million, compared to $19.6 million in the second quarter of fiscal 2024. Bookings2 was $307.5 million in the second quarter of fiscal 2025, compared to $233.4 million in the second quarter of fiscal 2024.

Income from operations was $9.0 million in the second quarter of fiscal 2025, compared to a loss from operations of $49.2 million in the second quarter of fiscal 2024. Non-GAAP income from operations was $149.0 million in the second quarter of fiscal 2025, compared to $88.7 million in the second quarter of fiscal 2024. Net income was $20.3 million, or $0.32 per diluted share, in the second quarter of fiscal 2025, compared to a net loss of $21.5 million, or $0.34 per diluted share, in the second quarter of fiscal 2024. Non-GAAP net income was $131.1 million, or $2.06 per diluted share, in the second quarter of fiscal 2025, compared to $87.8 million, or $1.37 per diluted share, in the second quarter of fiscal 2024.

Aspen Technology, Inc. (NASDAQ: AZPN) is a global software leader helping industries at the forefront of the world’s dual challenge meet the increasing demand for resources from a rapidly growing population in a profitable and sustainable manner. AspenTech solutions address complex environments where it is critical to optimize the asset design, operation and maintenance lifecycle. Through our unique combination of deep domain expertise and innovation, customers in asset-intensive industries can run their assets safer, greener, longer and faster to improve their operational excellence. To learn more, visit AspenTech.com.

No tender offer for the shares of the Company has commenced at this time. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for the tender offer materials that Emerson and the Purchaser will file with the SEC upon the commencement of the offer. A solicitation and offer to buy outstanding shares of the Company will only be made pursuant to the tender offer materials that Emerson and the Purchaser intend to file with the SEC. At the time the tender offer is commenced, Emerson and the Purchaser will file tender offer materials on Schedule TO and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 and a transaction statement on Schedule 13E-3 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), the Solicitation/Recommendation Statement and the Schedule 13E-3 will be made available for free at the SEC’s website at www.sec.gov. In addition, free copies of these materials (if and when they become available) will be made available by the Company by mail to Aspen Technology, Inc., 20 Crosby Dr., Bedford, MA 01730, Attn: Investor Relations, by email at IR@aspentech.com or on the Company’s internet website at https://ir.aspentech.com.

This communication contains forward-looking statements related to the Company, Emerson and the proposed acquisition by Emerson of the outstanding shares of common stock of the Company that Emerson does not already own (the “Transaction”), which involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions.

Forward-looking statements reflect current beliefs and expectations; however, these statements involve inherent risks and uncertainties, including with respect to consummating the Transaction and any competing offers or acquisition proposals for the Company, uncertainties as to how many of the Company’s stockholders will tender their stock in the tender offer, the effects of the Transaction (or the announcement thereof) on the Company’s stock price, relationships with key third parties or governmental entities, transaction costs, risks that the Transaction disrupts current plans and operations or adversely affects employee retention, potentially diverting management’s attention from the Company’s ongoing business operations, changes in the Company’s business during the period between announcement and closing of the Transaction, and any legal proceedings that may be instituted related to the Transaction. Actual results could differ materially due to various factors, risks and uncertainties. Among other things, there can be no guarantee that the Transaction will be completed in the anticipated timeframe or at all, that the conditions required to complete the Transaction will be met, that any event, change or other circumstance that could give rise to the termination of the definitive agreement for the Transaction will not occur or that Emerson will realize the expected benefits of the Transaction; and other risks listed under the heading “Risk Factors” in the Company’s periodic reports filed with the SEC, including Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, as well as the Schedule 14D-9 and Schedule 13E-3 that may be filed by the Company and the Schedule TO and related tender offer documents that may be filed by Emerson. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the Company, and the Company disclaims any obligation to update the information contained in this communication as new information becomes available.

This press release contains “non-GAAP financial measures” under the rules of the SEC. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of performance in accordance with, disclosures required by generally accepted accounting principles, or GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

Management considers both GAAP and non-GAAP financial results in managing AspenTech’s business. As the result of adoption of new licensing models, management believes that a number of AspenTech’s performance indicators based on GAAP, including revenue, gross profit, operating income and net income, should be viewed in conjunction with certain non-GAAP and other business measures in assessing AspenTech’s performance, growth and financial condition. Accordingly, management utilizes a number of non-GAAP and other business metrics, including the non-GAAP metrics set forth in this press release, to track AspenTech’s business performance.


ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023

	(Dollars and Shares in Thousands, Except per Share Data)
Revenue:
License and solutions	$	188,248	$	152,463	$	289,907	$	301,111
Maintenance	90,577		85,056		181,263		170,024
Services and other	24,730		19,644		48,262		35,336
Total revenue	303,555		257,163		519,432		506,471
Cost of revenue:
License and solutions	61,197		67,326		124,851		138,903
Maintenance	12,159		10,647		22,847		20,848
Services and other	20,908		16,960		42,013		33,242
Total cost of revenue	94,264		94,933		189,711		192,993
Gross profit	209,291		162,230		329,721		313,478
Operating expenses:
Selling and marketing	117,961		122,240		243,622		244,618
Research and development	48,115		53,145		98,115		106,821
General and administrative	33,745		36,088		66,753		71,494
Restructuring costs	484		—		8,210		—
Total operating expenses	200,305		211,473		416,700		422,933
Income (loss) from operations	8,986		(49,243)		(86,979)		(109,455)
Other expense, net	(8,905)		(199)		(6,864)		(6,029)
Interest income, net	16,481		12,283		33,657		26,333
Income (loss) before benefit for income taxes	16,562		(37,159)		(60,186)		(89,151)
Benefit for income taxes	(3,779)		(15,659)		(20,063)		(33,126)
Net income (loss)	$	20,341	$	(21,500)	$	(40,123)	$	(56,025)
Net income (loss) per common share:
Basic	$	0.32	$	(0.34)	$	(0.63)	$	(0.88)
Diluted	$	0.32	$	(0.34)	$	(0.63)	$	(0.88)
Weighted average shares outstanding:
Basic	63,259		63,699		63,252		64,009
Diluted	63,638		63,699		63,252		64,009


ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	December 31, 2024		June 30, 2024

	(Dollars in Thousands, Except Share Data)
ASSETS
Current assets:
Cash and cash equivalents	$	181,814	$	236,970
Accounts receivable, net	133,043		115,533
Current contract assets, net	471,294		409,177
Prepaid expenses and other current assets	27,910		27,441
Receivables from related parties	69,670		78,483
Prepaid income taxes	9,347		8,462
Total current assets	893,078		876,066
Property, equipment and leasehold improvements, net	17,270		17,389
Goodwill	8,356,307		8,328,201
Intangible assets, net	3,960,147		4,184,750
Non-current contract assets, net	546,664		515,106
Contract costs	27,180		24,903
Operating lease right-of-use assets	91,874		96,034
Deferred income tax assets	5,369		6,989
Other non-current assets	38,901		22,269
Total assets	$	13,936,790	$	14,071,707

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,202	$	8,099
Accrued expenses and other current liabilities	78,718		100,167
Due to related parties	19,958		47,449
Current operating lease liabilities	10,734		13,125
Income taxes payable	26,979		44,249
Current contract liabilities	120,820		124,312
Total current liabilities	268,411		337,401
Non-current contract liabilities	50,032		27,512
Deferred income tax liabilities	727,913		790,687
Non-current operating lease liabilities	84,863		84,875
Other non-current liabilities	28,464		18,377
Stockholders’ equity:
Common stock, $0.0001 par value Authorized—600,000,000 shares Issued— 65,514,052 and 65,367,159 shares Outstanding— 63,305,569 and 63,251,495 shares	7		7
Additional paid-in capital	13,309,255		13,277,851
Accumulated deficit	(91,285)		(51,162)
Accumulated other comprehensive loss	(13,803)		(7,261)
Treasury stock, at cost — 2,208,483 and 2,115,664 shares of common stock	(427,067)		(406,580)
Total stockholders’ equity	12,777,107		12,812,855
Total liabilities and stockholders’ equity	$	13,936,790	$	14,071,707


ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023

	(Dollars in Thousands)
Cash flows from operating activities:
Net income (loss)	$	20,341	$	(21,500)	$	(40,123)	$	(56,025)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	124,780		123,167		247,636		246,386
Reduction in the carrying amount of right-of-use assets	3,990		3,370		7,951		6,932
Net foreign currency losses	8,989		274		6,869		6,168
Stock-based compensation	14,582		16,211		29,396		32,910
Deferred income taxes	(33,512)		(43,130)		(65,960)		(94,210)
Provision for uncollectible receivables	2,006		1,597		2,497		3,385
Other non-cash operating activities	1,199		(648)		941		(629)
Changes in assets and liabilities:
Accounts receivable	(31,352)		(40,126)		(18,465)		(10,709)
Contract assets	(81,808)		(33,864)		(100,659)		(57,926)
Contract costs	(433)		(1,896)		852		(3,059)
Lease liabilities	(3,376)		(3,338)		(6,417)		(7,108)
Prepaid expenses, prepaid income taxes, and other assets	(16,378)		(584)		(22,334)		(17,606)
Accounts payable, accrued expenses, income taxes payable and other liabilities	11,404		4,523		(25,648)		9,258
Contract liabilities	17,704		25,771		17,203		(10,959)
Net cash provided by operating activities	38,136		29,827		33,739		46,808
Cash flows from investing activities:
Purchases of property, equipment and leasehold improvements	(1,111)		(500)		(3,133)		(1,437)
Payments for business acquisitions, net of cash acquired	(36,490)		—		(36,490)		(8,273)
Payments for equity method investments	(116)		(423)		(146)		(521)
Payments for capitalized computer software development costs	(634)		(131)		(634)		(131)
Payments for asset acquisitions	—		—		—		(12,500)
Net cash used in investing activities	(38,351)		(1,054)		(40,403)		(22,862)
Cash flows from financing activities:
Issuance of shares of common stock, net of taxes	4,731		4,635		10,993		7,920
Repurchases of common stock	(2,220)		(72,105)		(22,707)		(186,329)
Payment of tax withholding obligations related to restricted stock	(3,813)		(11,905)		(8,448)		(13,843)
Net transfers (to) from Parent Company	(29,256)		64,865		(20,420)		68,755
Payments of debt issuance costs	(705)		—		(812)		—
Net cash used in financing activities	(31,263)		(14,510)		(41,394)		(123,497)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4,209)		(4,050)		(945)		(10,905)
(Decrease) increase in cash, cash equivalents and restricted cash	(35,687)		10,213		(49,003)		(110,456)
Cash, cash equivalents and restricted cash, beginning of period	235,152		120,540		248,468		241,209
Cash, cash equivalents and restricted cash, end of period	$	199,465	$	130,753	$	199,465	$	130,753

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	181,814	$	130,753	$	181,814	$	130,753
Restricted cash in other non-current assets	17,651		—		17,651		—
Total cash, cash equivalents and restricted cash	$	199,465	$	130,753	$	199,465	$	130,753


ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES Reconciliation of GAAP to Non-GAAP Results of Operations and Cash Flows (Unaudited)

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023

	(Dollars and Shares in Thousands, Except per Share Data)
Total expenses
GAAP total expenses (a)	$	294,569	$	306,406	$	606,411	$	615,926
Less:
Stock-based compensation (b)	(14,582)		(16,211)		(29,396)		(32,910)
Amortization of intangibles (c)	(122,286)		(121,565)		(243,875)		(243,152)
Acquisition and integration planning related fees	(2,641)		(125)		(3,046)		130
Restructuring costs3	(484)		—		(8,210)		—

Non-GAAP total expenses	$	154,576	$	168,505	$	321,884	$	339,994

Income (loss) from operations
GAAP income (loss) from operations	$	8,986	$	(49,243)	$	(86,979)	$	(109,455)
Plus:
Stock-based compensation (b)	14,582		16,211		29,396		32,910
Amortization of intangibles (c)	122,286		121,565		243,875		243,152
Acquisition and integration planning related fees	2,641		125		3,046		(130)
Restructuring costs3	484		—		8,210		—

Non-GAAP income from operations	$	148,979	$	88,658	$	197,548	$	166,477

Net income (loss)
GAAP net income (loss)	$	20,341	$	(21,500)	$	(40,123)	$	(56,025)
Plus:
Stock-based compensation (b)	14,582		16,211		29,396		32,910
Amortization of intangibles (c)	122,286		121,565		243,875		243,152
Acquisition and integration planning related fees	2,641		125		3,046		(130)
Restructuring costs3	484		—		8,210		—
Less:
Income tax effect on Non-GAAP items (d)	(29,234)		(28,621)		(59,436)		(57,257)

Non-GAAP net income	$	131,100	$	87,780	$	184,968	$	162,650

Diluted income (loss) per share
GAAP diluted income (loss) per share	$	0.32	$	(0.34)	$	(0.63)	$	(0.88)
Plus:
Stock-based compensation (b)	0.23		0.25		0.46		0.51
Amortization of intangibles (c)	1.92		1.90		3.84		3.78
Acquisition and integration planning related fees	0.04		—		0.05		—
Restructuring costs3	0.01		—		0.13		—
Impact of diluted shares	—		0.01		(0.01)		0.01
Less:
Income tax effect on Non-GAAP items (d)	(0.46)		(0.45)		(0.93)		(0.89)

Non-GAAP diluted income per share	$	2.06	$	1.37	$	2.91	$	2.53

Shares used in computing Non-GAAP diluted income per share	63,638		64,008		63,590		64,343
(3) AspenTech incurred restructuring costs as a result of its workforce reduction and Russian business exit, which were both announced in August 2024.


	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023

	(Dollars in Thousands)
Free Cash Flow
Net cash provided by operating activities (GAAP)	$	38,136		$	29,827		$	33,739		$	46,808
Purchases of property, equipment and leasehold improvements	(1,111)			(500)			(3,133)			(1,437)
Payments for capitalized computer software development costs	(634)			(131)			(634)			(131)
Free cash flow (non-GAAP)	$	36,391		$	29,196		$	29,972		$	45,240

(a) GAAP total expenses
Total costs of revenue	$	94,264		$	94,933		$	189,711		$	192,993
Total operating expenses	200,305			211,473			416,700			422,933
GAAP total expenses	$	294,569		$	306,406		$	606,411		$	615,926

(b) Stock-based compensation expense was as follows:
Cost of license and solutions	$	578		$	602		$	1,129		$	1,282
Cost of maintenance	893			729			1,780			1,217
Cost of services and other	1,430			360			2,475			858
Selling and marketing	2,382			2,707			5,312			5,649
Research and development	3,306			3,719			6,306			8,272
General and administrative	5,993			8,094			12,394			15,632
Total stock-based compensation	$	14,582		$	16,211		$	29,396		$	32,910

(c) Amortization of intangible assets was as follows:
Cost of license and solutions	$	48,860		$	48,035		$	97,062		$	96,070
Selling and marketing	73,426			73,552			146,813			147,082
Total amortization of intangible assets	$	122,286		$	121,587		$	243,875		$	243,152

(d) The income tax effect on non-GAAP items for the three and six months ended December 31, 2024 and 2023, respectively, is calculated utilizing the Company’s combined US federal and state statutory tax rate as following:
U.S. Statutory Rate	21.79		%	21.79		%	21.79		%	21.79		%


Media Contact						Investor Contact
Len Dieterle						William Dyke
Aspen Technology						Aspen Technology
+1 781-221-4291						+1 781-221-5571
len.dieterle@aspentech.com						ir@aspentech.com