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UNITED STATES
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MRO SOFTWARE, INC.

(Name of Registrant as Specified in Its Charter)

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Acquisition rationale Our clients increasingly voice the need to integrate the management of enterprise assets and IT assets using a common infrastructure in the pursuit of end-to-end service management. — 80% of CEOs agree that collaboratively integrating business and technology is key to business growth and innovation¹ — 40% of CEOs surveyed in the 2004 Global CEO Survey indicated that asset utilization would be a key focus in strengthening financial performance given the impact of anticipated market focus. We are taking proactive action to address that client need by acquiring the company whose client focus and vision for service management most aligns with ours. ¹ IBM Global 2006 CEO Survey 2 ^© 2006 IBM Corporation

Announcing: IBM is acquiring MRO Software

Founded in 1968 Public company since 1994 Over 900 employees worldwide Headquartered in Bedford, MA Integrated asset and service management product portfolio under the flagship Maximo^® brand
More than 10,000 customers worldwide Customers across all industries worldwide with historical strength in utilities, government, manufacturing and financial services Worldwide direct sales and partner ecosystem with deep enterprise asset and service management experience Acquisition is subject to customary regulatory and shareholder approval and is expected to close in the fourth calendar quarter of 2006. Until the acquisition closes, IBM and MRO Software will continue to conduct business as separate companies
3 ^© 2006 IBM Corporation

Unifying Enterprise Asset Management and IT Service Management IBM and MRO Software together deliver service management capabilities to help clients more efficiently and effectively manage their critical assets 9 Leadership — IBM IT Service Management, combined with MRO Software’s Enterprise Asset Management (EAM) and IBM Global Services (IGS) asset management consulting leadership, gives IBM clients end-to-end asset management capabilities, which include asset and financial management. This acquisition positions IBM for leadership as a single infrastructure emerges to manage both IT and operational assets. 9 Innovation — IBM Tivoli and MRO Software’s Enterprise Asset Management and Service Management capabilities gives clients a single offering to manage their entire, end-to-end business-driven assets. Together we can help clients adopt standard and repeatable processes for complete asset lifecycle management. 9 Client value —Better serve our clients by leveraging the expertise of IGS, MRO Software, and IBM Tivoli to provide an end-to-end asset management portfolio that helps clients unlock innovation across their asset management processes 4 ^© 2006 IBM Corporation

IBM Global Services is already a world leader in Enterprise Asset Management Partnered with MRO Software, Maximo solution development Inc. since 1995 experience: — Developed a Maximo transportation One of the largest Enterprise solution for Ruan Trucking which now Asset Management (EAM) serves as the foundation of Maximo practices in the world 5.2 Transportation offering — Developed the Maximo-SAP Over 125 Maximo EAM projects integration solution which continues to be supported by SerCon, an IBM Projects include single site company. implementations to global deployments Complete suite of offerings, from additional reports and interfaces, process improvements, upgrades, to complete implementations 5 ^© 2006 IBM Corporation

Why clients need comprehensive asset service management Asset Lifecycle Traditional AssetEvaluate and Create / Asset Classes Plan Operate Maintain Modify Dispose Strategy Design &n bsp; Procure Real Estate and Facilities Land, Offices, Warehouses, Retail Space, Schools, Hospitals, Airports Plant and Production Mining, Textile, Chemical, Petroleum, Electronics, Food Transportation and Fleet Military, Airlines, Trucking, Shipping, Railroad, Public Transportation Infrastructure Railways, Electric / Gas Distribution, Highways, Telecom, Water IT Equipment and Network PCs, Networks, Routers, Applications, Auto Discovery, Service Desk Drivers of comprehensive asset service management: — Cost inefficiencies and complexity associated with redundant asset management infrastructure — Need to measure and manage the availability and use of all strategic assets — The emergence of pervasive devices, embedded chips, RFID, sensors, detectors and IP addresses attached to enterprise assets 6 ^© 2006 IBM Corporation

MRO Software helps differentiate IBM IT Service Management IT CRM & Service IBM IT Service Management Service Information Business Business Delivery Deployment Management Resilience Management & Support IT Process Management Products IT Service Change and Configuration Management Platform Management Database IT Operational Management Products Business Server, Device Best Practices Storage Security Application and Network Management Management Management Management MRO Software brings leading service management capabilities, which: — Manage mission-critical industrial or enterprise assets across all asset classes — Complement our process management capabilities and expertise with deep knowledge of asset intensive verticals and their related Process Managers. — Simplify management of an extended IT infrastructure that includes RFID, sensors and detectors — Strengthen IBM’s ITSM portfolio via a Service Catalog and a state-of-the-art Service Desk 8 ^© 2006 IBM Corporation

MRO Software brings world class asset management Integration of enterprise and IT asset management Expand IT’s value — use existing tools and processes to manage broader classes of assets Expand EAM management capabilities to IBM IT Service Management enterprise assets that embed IT Leverage modern and flexible architecture of MRO IT ProcessIT Process Management Products Management Products Software EAM platform Stronger integration with our Service Management IT Service Management Platform Platform IT Operational Enhances strong process integration with asset Management Products management Best Practices Enhances integration of Operational Management Products with asset management Enables financial management across all asset classes 9 ^© 2006 IBM Corporation

Investing for game-changing client value 9 Provides clients a unified set of Demonstrated value for clients¹: tools and a single infrastructure to manage both their IT and • Labor utilization up by 10-20% operational assets • Asset utilization up by 3-5% 9 Enables clients to manage • New equipment purchases down by 3-5% pervasive devices, RFID, and IP- • Warranty recoveries up by 10-50% equipped industrial assets on a •On- hand inventory needs down by 20-30% common infrastructure • Inventory carrying costs down by 5-20% 9 Provides clients with innovative, • Material costs reduced by 5-10% touch-less supply chain • Purchasing labor reduced by 10-50% management capabilities through automated service delivery 9 Enables clients to adopt standard & repeatable processes for lifecycle management of all assets ensuring greater competitiveness and productivity improvements in alignment with business priorities 9 Improves client service by leveraging the global reach, deep industry expertise, and proven track record of IBM Global Services in the areas of Enterprise Asset Management, IT Asset Management and IT Service Management ¹ Estimated/results may vary 11 ^© 2006 IBM Corporation

Why we chose MRO Software... MRO Software uniquely possessed the leadership, technology, and shared vision for service management This acquisition reflects the value of MRO Software: Leadership in Enterprise Asset Management Innovative, modern and open technology Strong collaboration with IBM Global Services Business and team synergy to address evolving opportunity • Acquisition is subject to customary regulatory and shareholder approval and is expected to close in the fourth calendar quarter of 2006 · Until the acquisition closes, IBM and MRO Software will continue to conduct business as separate companies 12 ^© 2006 IBM Corporation

...the reasons are clear Leadership in EAM Innovative, modern and open ITSM technology 9 Over 10,000 clients worldwide 9 Merging of IT and operational asset 9 Leadership in all major industries, management including utility, government, and 9 Open standards-based service manufacturing management platform 9 Industry-best tools to drive clients’ 9 Designed for integration and operational improvements extensibility 9 Extensive internationalization Strong partnership with IBM Business and team synergy to Global Services address evolving opportunity 9 Established practice and leadership 9 World-class team with extensive in EAM consulting industry experience 9 Over 10 years of successful 9 Talented, innovative development partnering with MRO Software to team drive client success 9 Focused drive to help clients 9 Unparalleled ability to design and succeed implement asset lifecycle 9 Ecosystem with over 100 business management partners 13 ^© 2006 IBM Corporation

MRO Software: Representative Client List Oil & Gas / Chemicals Federal Government Utilities State & Local Government Amerada Hess Army Dept. of Public Works Agua Argentina Bay Area Rapid Transit BOC Gases Danish Defense Arizona Public Service California Department of Parks BP Department of Commerce Cinergy City of Atlanta, GA Chevron Texaco Department of Defense Colorado Springs Utilities Clark County CLH — Compania Logistica de Department of Energy Columbia Gas Transmission Denver International Airport Hidrocarburos — Espana Department of State Constellation Generation Group Detroit Public Schools CNOOC Department of Treasury Daya Bay Nuclear Operating Georgia — Dept. of Copesul General Services Administration Company Administrative Services ExxonMobile Israeli Army DTE Energy Los Angeles County Public Gasco NASA Duke Works Hindustan Petroleum Corp. National Institute of Health Dynegy Massachusetts Water Resource Litoral Gas SA US Air Force Eskom Authority Oxiteno US Army Corps of Engineers Hydro Quebec Wake County General Services Petronor US Marine Corps International Power Shell US Mint Keyspan Gas Talisman Nisource Xcel Energy Life SciencesFood & Beverage Automotive Abbott Laboratories Coca Cola Amgen General Mills Daimler Chrysler Berlex Heineken Ford Biogen Frito Lay General Motors Bristol-Myers Squibb Nabisco Hyundai Eli Lilly and Co. Ltd. Johnson & Johnson Merck Novartis Sanofi-Aventis 15 ^© 2006 IBM Corporation

Analyst Relations Contacts Analyst Relations Contacts: — Patty Rowell, Manager • Analyst Relations, IBM Tivoli Software • prowell@us.ibm.com, 512.286.3249 — Elissa Houchin • Manager, Analyst Relations, IBM Global Business Services • ehouchin@us.ibm.com, 703.653.3565 IBM IT Analyst Relations — North America: 1-888-IBM-1001 — analyst@us.ibm.com — Europe: 00 44 208 818 4705 — analyst-relations@uk.ibm.com — IBM IT Analyst Relations site: http://www.ibm.com/itanalyst 16 ^© 2006 IBM Corporation

1.		Slides for presentation to MRO employees

2.		Slides for presentation to analysts