929940--9/2/2010--ASPEN_TECHNOLOGY_INC

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{financial, litigation, operation}

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Risks Related to Our Business We depend on our aspenONE software for a substantial portion of our revenue, and our business will suffer if demand for, or usage of, our software declines for any reason or if existing customers do not renew under our new aspenONE licensing model. Our revenue and net income for fiscal 2010 were, and for the foreseeable future will be, adversely affected by the transition to our new aspenONE licensing model. In preparing our consolidated financial statements for fiscal 2010, our management identified two material weaknesses in our internal control over financial reporting, and our failure to remedy these or other material weaknesses could result in material misstatements in our financial statements and the loss of investor confidence in our reported financial information. Arbitration and litigation involving a former reseller in the Middle East may subject us to substantial damages and expenses. Our operating results may suffer if customers in the energy, chemicals, engineering and construction, or pharmaceuticals industries experience an economic downturn or other adverse events. Unfavorable economic and market conditions or a lessening demand in the market for process optimization software could adversely affect our operating results. The majority of our revenue and an increasing percentage of our operations are attributable to operations outside the United States, and our operating results therefore may be materially affected by the economic, political, regulatory and other risks of foreign operations. Competition from software offered by current competitors and new market entrants, as well as from internally developed solutions by our customers, could adversely affect our ability to sell our software products and related services and could result in pressure to price our products in a manner that reduces our margins. If we fail to develop new software products, enhance existing products and services, or penetrate new vertical markets, we will be unable to implement our growth strategy successfully and our business could be seriously harmed. Defects or errors in our software products could harm our reputation, impair our ability to sell our products and result in significant costs to us. We are subject to a number of lawsuits and disputes arising out of the conduct of our business. We may be subject to significant expenses and damages because of pending liability claims and other claims related to our products and services. Implementation of some of our products can be difficult and time-consuming, and customers may be unable to implement those products successfully or otherwise achieve all of the potential benefits of the products. We may suffer losses on fixed-price professional service engagements. Fluctuations in foreign currency exchange rates could result in declines in our reported revenue and operating results. If we fail to comply or are deemed to have failed to comply, with our ongoing Federal Trade Commission, or FTC, consent decree, our business may suffer. We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose market share. Third-party claims that we infringe the intellectual property rights of others may be costly to defend or settle and could damage our business. If we are not successful in attracting, integrating and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from executing our business plan. Risks Related to Our Common Stock Our stock price may be adversely affected as more shares of our common stock become available for resale upon, or following, our currently proposed secondary public offering. Regardless of whether our currently proposed secondary public offering is completed, funds managed by Advent International Corporation will own a substantial portion of our capital stock and may have significant influence over our affairs. Our common stock may experience substantial price and volume fluctuations. Our corporate documents and provisions of Delaware law may prevent a change in control or management that stockholders may consider desirable.

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929940--9/2/2010--ASPEN_TECHNOLOGY_INC_/DE/