Rockwell Automation, Inc. · NYSE:ROK

Rockwell Automation — Merger or Acquisition (November 2017)

12 slides from Rockwell Automation's merger presentation, Nov 16, 2017

1. Slide 1: Emerson + Rockwell Automation: A Compelling Value Creation Opportunity for Shareholders

   1 Emerson + Rockwell Automation: A Compelling Value Creation Opportunity for Shareholders November 16, 2017

2. Slide 2: Important Information for Investors and Stockholders

   2 Important Information for Investors and Stockholders This presentation relates to a proposal which Emerson has made for an acquisition of Rockwell. In furtherance of this proposa l a nd subject to future developments, Emerson (and, if a negotiated transaction is agreed, Rockwell) may file one or m

3. Slide 3: Highly Strategic & Complementary Combination

   3 Highly Strategic & Complementary Combination Enhanced Offering for Global Growth Expanded End Market Solutions Clear, Achievable Synergies Complementary Cultures ▪ Creates a global automation leader; #1 in Process and Hybrid automation and joint leader in Discrete automation ▪ Positioned for accel

4. Slide 4: Overview of the Revised Proposal

   4 4 Overview of the Revised Proposal Seeking to Engage with Rockwell and Work Toward a Value - Creating Transaction • $225/share consisting of $135/share in cash and $90/share in Emerson shares • 30% premium to Rockwell Automation’s 90 - day undisturbed VWAP Proposed Offer Value Creation • Over $8B

5. Slide 5: Automation Represents a Large, Growing Global Opportunity With Diverse Exposure to Many Industries

   5 5 Emerson Strength Rockwell Strength Automation Represents a Large, Growing Global Opportunity W ith Diverse Exposure to Many Industries Discrete – PLC Control Process – DCS Control Printing Electronics / Electrical Auto / Tire Textiles Food / Bev Cement & Glass Pulp & Paper Metals & Mining Life S

6. Slide 6: Competition is Consolidating to Secure Positions Across Industries and Strengthen Product Offerings

   6 6 Competition is Consolidating to Secure Positions Across Industries and Strengthen Product Offerings Combination Enhances Emerson and Rockwell’s Competitive Position in the Global Automation Industry Process Hybrid Discrete Customers’ demands and needs are extending across the entire automation s

7. Slide 7: Emerson + Rockwell Differentiated by Both Scale and Scope of its Automation Offering

   7 7 Process Hybrid Discrete IIoT Instrumentation Valves & Regulators DCS Systems (w/ Integrated Safety) Skid Control MAC Capabilities Level 3 Software Instrumentation (Incl. Hygienic) Valves (incl. Hygienic) DCS Systems PLC + HMI Systems Level 3 Software Sensors / Instrumentation Fluid Control I/O &

8. Slide 8: Clear Benefits for Customers and Complementary Channel Dynamics

   8 Clear Benefits for Customers and Complementary Channel Dynamics ▪ Customers use Rockwell as primary PLC and software supplier for factory floor applications; use Emerson for select device needs ▪ Customers use best - in - class Emerson DCS and integrate with non - native PLCs; or customers use les

9. Slide 9: Identified $6B Capitalized Synergy Opportunity

   9 9 Identified $6B Capitalized Synergy Opportunity Synergies Are Focused on Growth and Efficiency - Value Derives From Having a Better Company, not Just Elimination of Duplication Revenue Synergies Cost Synergies Global Acceleration and Hybrid Offerings Partnershi p Replaceme nt MAC, MAC - MEC and O

10. Slide 10: Combined Company Has Stronger Financial Profile

    10 10 Combined Company Has Stronger Financial Profile Combination Positioned to Deliver Strong Financial Performance and Drive Value for All Shareholders 2018 sales of ~$ 23B + x Increased scale across key end markets and geographies ~20% x Driven by synergies and enhanced operating efficiencies Dou

11. Slide 11: Value Creation to Rockwell Automation Shareholders

    11 $23B $18B $31B $12B $1B Value Creation to Rockwell Automation Shareholders Offer of $225 / share with 60% cash / 40% stock consideration Rockwell Automation undisturbed equity value (1) Rockwell Automation synergies ownership (2) + Source: Analysis based on company filings, equity research, Emers

12. Slide 12: Summary: A Winning Transaction on All Dimensions to Create Long-Term Value

    12 Summary: A Winning Transaction on All Dimensions to Create Long - Term Value for All Shareholders Enhanced Financial Profile Strong Balance Sheet and Cash Flow Meets all Investment Objectives Compelling Strategic Logic x Strengthened product, technology and competitive positioning x Better positi

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