|
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MASSACHUSETTS
(State or other jurisdiction of
incorporation or organization)
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04-2746201
(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock $.01 par value
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The NASDAQ Global Select Market
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Large accelerated filer
|
ý
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Accelerated filer
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¨
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Non-accelerated filer
|
¨
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Smaller reporting company
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¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
|
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Item 12.
|
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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•
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changes in demand for our products;
|
•
|
introduction, enhancement or announcement of products by us or our competitors;
|
•
|
market acceptance of our new products;
|
•
|
the growth rates of certain market segments in which we compete;
|
•
|
size and timing of significant orders;
|
•
|
budgeting cycles of customers;
|
•
|
mix of distribution channels;
|
•
|
mix of products and services sold;
|
•
|
mix of international and North American revenues;
|
•
|
fluctuations in currency exchange rates;
|
•
|
changes in the level of operating expenses;
|
•
|
the amount of our stock-based compensation;
|
•
|
changes in management;
|
•
|
restructuring programs;
|
•
|
reorganizations of our sales force;
|
•
|
completion or announcement of acquisitions by us or our competitors;
|
•
|
customer order deferrals in anticipation of new products announced by us or our competitors; and
|
•
|
general economic conditions in regions in which we conduct business.
|
•
|
longer payment cycles;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
greater difficulties in accounts receivable collection;
|
•
|
varying regulatory requirements;
|
•
|
compliance with international and local trade, labor and export control laws;
|
•
|
compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting bribery and corrupt payments to government officials;
|
•
|
restrictions on the transfer of funds;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
|
•
|
reduced or minimal protection of intellectual property rights in some countries;
|
•
|
laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses;
|
•
|
seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
|
•
|
economic instability in emerging markets; and
|
•
|
potentially adverse tax consequences.
|
|
Fiscal Year Ended
|
||||||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
24.18
|
|
|
$
|
17.01
|
|
|
$
|
31.47
|
|
|
$
|
25.45
|
|
Second quarter
|
24.76
|
|
|
18.90
|
|
|
30.39
|
|
|
25.83
|
|
||||
Third quarter
|
21.16
|
|
|
17.30
|
|
|
27.23
|
|
|
18.48
|
|
||||
Fourth quarter
|
22.24
|
|
|
17.45
|
|
|
22.45
|
|
|
16.71
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
(1)
|
||||||
September 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
350,000
|
|
October 2012
|
|
1,212
|
|
|
19.33
|
|
|
1,212
|
|
|
326,580
|
|
||
November 2012
|
|
3,282
|
|
|
19.79
|
|
|
3,282
|
|
|
261,614
|
|
||
Total
|
|
4,494
|
|
|
$
|
19.67
|
|
|
4,494
|
|
|
$
|
261,614
|
|
(1)
|
In April 2012, the Board of Directors authorized a $350.0 million return of capital to shareholders in the form of share repurchases through fiscal year 2013, and in October 2012 we launched a 10b5-1 to repurchase up to $250.0 million of our common stock through June 30, 2013, under the authorization.
|
November 30,
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
||||||||||||
Progress Software Corporation
|
|
$
|
100.00
|
|
|
$
|
67.28
|
|
|
$
|
76.10
|
|
|
$
|
121.76
|
|
|
$
|
96.59
|
|
|
$
|
95.35
|
|
NASDAQ Composite
|
|
100.00
|
|
|
57.71
|
|
|
80.59
|
|
|
93.88
|
|
|
98.47
|
|
|
113.13
|
|
||||||
NASDAQ Computer
|
|
100.00
|
|
|
53.72
|
|
|
86.99
|
|
|
102.91
|
|
|
111.20
|
|
|
124.67
|
|
Year Ended November 30,
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Revenue
|
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
$
|
351,610
|
|
|
$
|
343,907
|
|
|
$
|
400,314
|
|
Income from operations
|
|
49,440
|
|
|
101,241
|
|
|
91,476
|
|
|
60,785
|
|
|
91,541
|
|
|||||
Income from continuing operations
|
|
32,604
|
|
|
66,342
|
|
|
62,568
|
|
|
37,404
|
|
|
63,697
|
|
|||||
Net income
|
|
47,444
|
|
|
59,629
|
|
|
48,098
|
|
|
33,280
|
|
|
46,783
|
|
|||||
Basic earnings per share from continuing operations
|
|
0.52
|
|
|
1.01
|
|
|
0.98
|
|
|
0.62
|
|
|
1.03
|
|
|||||
Diluted earnings per share from continuing operations
|
|
0.51
|
|
|
0.98
|
|
|
0.94
|
|
|
0.61
|
|
|
1.00
|
|
|||||
Cash, cash equivalents and short-term investments
|
|
355,217
|
|
|
261,416
|
|
|
322,396
|
|
|
224,121
|
|
|
118,529
|
|
|||||
Total assets
|
|
884,977
|
|
|
864,263
|
|
|
939,393
|
|
|
801,633
|
|
|
754,260
|
|
|||||
Long-term debt, including current portion
|
|
—
|
|
|
357
|
|
|
664
|
|
|
1,022
|
|
|
1,352
|
|
|||||
Shareholders’ equity
|
|
638,399
|
|
|
625,110
|
|
|
690,274
|
|
|
557,867
|
|
|
483,342
|
|
|
|
|
|
|
Percentage Change
|
|||||||||
|
Percentage of Total Revenue
|
|
2012 Compared to 2011
|
|
2011 Compared to 2010
|
|||||||||
|
2012
|
|
2011
|
|
2010
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||||
Software licenses
|
34
|
%
|
|
35
|
%
|
|
36
|
%
|
|
(10
|
)%
|
|
—
|
%
|
Maintenance and services
|
66
|
|
|
65
|
|
|
64
|
|
|
(5
|
)
|
|
4
|
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
(7
|
)
|
|
3
|
|
Costs of revenue:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of software licenses
|
2
|
|
|
2
|
|
|
1
|
|
|
13
|
|
|
4
|
|
Cost of maintenance and services
|
11
|
|
|
10
|
|
|
9
|
|
|
(3
|
)
|
|
24
|
|
Amortization of acquired intangibles
|
—
|
|
|
1
|
|
|
2
|
|
|
(52
|
)
|
|
(55
|
)
|
Total costs of revenue
|
13
|
|
|
13
|
|
|
12
|
|
|
(4
|
)
|
|
10
|
|
Gross profit
|
87
|
|
|
87
|
|
|
88
|
|
|
(8
|
)
|
|
2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing
|
35
|
|
|
28
|
|
|
26
|
|
|
15
|
|
|
12
|
|
Product development
|
16
|
|
|
12
|
|
|
14
|
|
|
18
|
|
|
(10
|
)
|
General and administrative
|
19
|
|
|
17
|
|
|
15
|
|
|
—
|
|
|
20
|
|
Amortization of acquired intangibles
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(66
|
)
|
Restructuring expenses
|
2
|
|
|
1
|
|
|
6
|
|
|
*
|
|
*
|
||
Acquisition-related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
||
Total operating expenses
|
72
|
|
|
59
|
|
|
62
|
|
|
13
|
|
|
(2
|
)
|
Income from operations
|
15
|
|
|
28
|
|
|
26
|
|
|
(51
|
)
|
|
11
|
|
Other income (expense)
|
—
|
|
|
—
|
|
|
1
|
|
|
138
|
|
|
(114
|
)
|
Income from continuing operations before income taxes
|
15
|
|
|
28
|
|
|
27
|
|
|
(51
|
)
|
|
6
|
|
Provision for income taxes
|
5
|
|
|
10
|
|
|
9
|
|
|
(50
|
)
|
|
5
|
|
Income from continuing operations
|
10
|
|
|
18
|
|
|
18
|
|
|
(51
|
)
|
|
6
|
|
Income (loss) from discontinued operations, net
|
4
|
|
|
(2
|
)
|
|
(4
|
)
|
|
321
|
|
|
54
|
|
Net income
|
14
|
%
|
|
16
|
%
|
|
14
|
%
|
|
(20
|
)%
|
|
24
|
%
|
*
|
Not meaningful
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
(7
|
)%
|
|
(4
|
)%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
113,270
|
|
|
$
|
125,966
|
|
|
(10
|
)%
|
|
(8
|
)%
|
As a percentage of total revenue
|
34
|
%
|
|
35
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
208,846
|
|
|
$
|
217,372
|
|
|
(4
|
)%
|
|
—
|
%
|
As a percentage of total revenue
|
62
|
%
|
|
60
|
%
|
|
|
|
|
||||
Professional services
|
$
|
13,089
|
|
|
$
|
17,366
|
|
|
(25
|
)%
|
|
(22
|
)%
|
As a percentage of total revenue
|
4
|
%
|
|
5
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
221,935
|
|
|
$
|
234,738
|
|
|
(5
|
)%
|
|
(2
|
)%
|
As a percentage of total revenue
|
66
|
%
|
|
65
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant Currency
|
||||||
Core segment
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
(7
|
)%
|
|
(4
|
)%
|
As a percentage of total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
|
||||
Non-Core segment
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
146,374
|
|
|
$
|
146,572
|
|
|
—
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
44
|
%
|
|
41
|
%
|
|
|
|
|
||||
EMEA
|
$
|
131,151
|
|
|
$
|
153,206
|
|
|
(14
|
)%
|
|
(10
|
)%
|
As a percentage of total revenue
|
39
|
%
|
|
42
|
%
|
|
|
|
|
||||
Latin America
|
$
|
31,407
|
|
|
$
|
34,349
|
|
|
(9
|
)%
|
|
4
|
%
|
As a percentage of total revenue
|
9
|
%
|
|
10
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
26,273
|
|
|
$
|
26,577
|
|
|
(1
|
)%
|
|
(2
|
)%
|
As a percentage of total revenue
|
8
|
%
|
|
7
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
6,112
|
|
|
$
|
5,430
|
|
|
13
|
%
|
As a percentage of software license revenue
|
5
|
%
|
|
4
|
%
|
|
|
|||
As a percentage of total revenue
|
2
|
%
|
|
2
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
36,192
|
|
|
$
|
37,238
|
|
|
(3
|
)%
|
As a percentage of maintenance and services revenue
|
16
|
%
|
|
16
|
%
|
|
|
|||
As a percentage of total revenue
|
11
|
%
|
|
10
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
1,259
|
|
|
$
|
2,600
|
|
|
(52
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
291,642
|
|
|
$
|
315,436
|
|
|
(8
|
)%
|
As a percentage of total revenue
|
87
|
%
|
|
87
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
117,855
|
|
|
$
|
102,618
|
|
|
15
|
%
|
As a percentage of total revenue
|
35
|
%
|
|
28
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Product development
|
$
|
53,017
|
|
|
$
|
44,876
|
|
|
18
|
%
|
As a percentage of total revenue
|
16
|
%
|
|
12
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
62,053
|
|
|
$
|
61,816
|
|
|
—
|
%
|
As a percentage of total revenue
|
19
|
%
|
|
17
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
962
|
|
|
$
|
966
|
|
|
—
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
||||
Restructuring expenses
|
$
|
8,100
|
|
|
$
|
3,383
|
|
|
*
|
As a percentage of total revenue
|
2
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
||||
Acquisition-related expenses
|
$
|
215
|
|
|
$
|
536
|
|
|
*
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
49,440
|
|
|
$
|
101,241
|
|
|
(51
|
)%
|
As a percentage of total revenue
|
15
|
%
|
|
28
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Core segment
|
$
|
111,276
|
|
|
$
|
161,900
|
|
|
(31
|
)%
|
As a percentage of total revenue
|
33
|
%
|
|
45
|
%
|
|
|
|||
Non-Core segment
|
$
|
(27,030
|
)
|
|
$
|
(32,306
|
)
|
|
16
|
%
|
As a percentage of total revenue
|
(8
|
)%
|
|
(9
|
)%
|
|
|
|||
Unallocated items
|
$
|
(34,806
|
)
|
|
$
|
(28,353
|
)
|
|
(23
|
)%
|
As a percentage of total revenue
|
(10
|
)%
|
|
(8
|
)%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Interest income and other
|
$
|
2,574
|
|
|
$
|
1,999
|
|
|
29
|
%
|
Foreign currency loss
|
(2,378
|
)
|
|
(2,518
|
)
|
|
6
|
|
||
Total other income (expense), net
|
$
|
196
|
|
|
$
|
(519
|
)
|
|
138
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Provision for income taxes
|
$
|
17,032
|
|
|
$
|
34,380
|
|
|
(50
|
)%
|
As a percentage of total revenue
|
5
|
%
|
|
10
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Income from continuing operations
|
$
|
32,604
|
|
|
$
|
66,342
|
|
|
(51
|
)%
|
Income (loss) from discontinued operations
|
14,840
|
|
|
(6,713
|
)
|
|
321
|
|
||
Net income
|
$
|
47,444
|
|
|
$
|
59,629
|
|
|
(20
|
)%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
360,704
|
|
|
$
|
351,610
|
|
|
3
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
125,966
|
|
|
$
|
125,680
|
|
|
—
|
%
|
|
(2
|
)%
|
As a percentage of total revenue
|
35
|
%
|
|
36
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
217,372
|
|
|
$
|
209,073
|
|
|
4
|
%
|
|
1
|
%
|
As a percentage of total revenue
|
60
|
%
|
|
59
|
%
|
|
|
|
|
||||
Professional services
|
$
|
17,366
|
|
|
$
|
16,857
|
|
|
3
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
5
|
%
|
|
5
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
234,738
|
|
|
$
|
225,930
|
|
|
4
|
%
|
|
1
|
%
|
As a percentage of total revenue
|
65
|
%
|
|
64
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
As Reported
|
|
Constant Currency
|
||||||
Core segment
|
$
|
360,704
|
|
|
$
|
351,610
|
|
|
3
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
|
||||
Non-Core segment
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
146,572
|
|
|
$
|
142,046
|
|
|
3
|
%
|
|
3
|
%
|
As a percentage of total revenue
|
41
|
%
|
|
40
|
%
|
|
|
|
|
||||
EMEA
|
$
|
153,206
|
|
|
$
|
146,643
|
|
|
4
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
42
|
%
|
|
42
|
%
|
|
|
|
|
||||
Latin America
|
$
|
34,349
|
|
|
$
|
36,302
|
|
|
(5
|
)%
|
|
(10
|
)%
|
As a percentage of total revenue
|
10
|
%
|
|
10
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
26,577
|
|
|
$
|
26,619
|
|
|
—
|
%
|
|
(10
|
)%
|
As a percentage of total revenue
|
7
|
%
|
|
8
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
5,430
|
|
|
$
|
5,229
|
|
|
4
|
%
|
As a percentage of software license revenue
|
4
|
%
|
|
4
|
%
|
|
|
|||
As a percentage of total revenue
|
2
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
37,238
|
|
|
$
|
30,144
|
|
|
24
|
%
|
As a percentage of maintenance and services revenue
|
16
|
%
|
|
13
|
%
|
|
|
|||
As a percentage of total revenue
|
10
|
%
|
|
9
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
2,600
|
|
|
$
|
5,780
|
|
|
(55
|
)%
|
As a percentage of total revenue
|
1
|
%
|
|
2
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
315,436
|
|
|
$
|
310,457
|
|
|
2
|
%
|
As a percentage of total revenue
|
87
|
%
|
|
88
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
102,618
|
|
|
$
|
91,974
|
|
|
12
|
%
|
As a percentage of total revenue
|
28
|
%
|
|
26
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Product development
|
$
|
44,876
|
|
|
$
|
50,080
|
|
|
(10
|
)%
|
As a percentage of total revenue
|
12
|
%
|
|
14
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
61,816
|
|
|
$
|
51,413
|
|
|
20
|
%
|
As a percentage of total revenue
|
17
|
%
|
|
15
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
966
|
|
|
$
|
2,803
|
|
|
(66
|
)%
|
As a percentage of total revenue
|
1
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
||||
Restructuring expenses
|
$
|
3,383
|
|
|
$
|
22,711
|
|
|
*
|
As a percentage of total revenue
|
1
|
%
|
|
6
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
||||
Acquisition-related expenses
|
$
|
536
|
|
|
$
|
—
|
|
|
*
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
101,241
|
|
|
$
|
91,476
|
|
|
11
|
%
|
As a percentage of total revenue
|
28
|
%
|
|
26
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Core segment
|
$
|
161,900
|
|
|
$
|
173,662
|
|
|
(7
|
)%
|
As a percentage of total revenue
|
45
|
%
|
|
49
|
%
|
|
|
|||
Non-Core segment
|
$
|
(32,306
|
)
|
|
$
|
(39,149
|
)
|
|
17
|
%
|
As a percentage of total revenue
|
(9
|
)%
|
|
(11
|
)%
|
|
|
|||
Unallocated items
|
$
|
(28,353
|
)
|
|
$
|
(43,037
|
)
|
|
34
|
%
|
As a percentage of total revenue
|
(8
|
)%
|
|
(12
|
)%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Interest income and other
|
$
|
1,999
|
|
|
$
|
3,132
|
|
|
(36
|
)%
|
Foreign currency (loss) gain
|
(2,518
|
)
|
|
626
|
|
|
(502
|
)
|
||
Total other (expense) income, net
|
$
|
(519
|
)
|
|
$
|
3,758
|
|
|
(114
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Provision for income taxes
|
$
|
34,380
|
|
|
$
|
32,666
|
|
|
5
|
%
|
As a percentage of total revenue
|
10
|
%
|
|
9
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2011
|
|
November 30, 2010
|
|
Percentage
Change
|
|||||
Income from continuing operations
|
$
|
66,342
|
|
|
$
|
62,568
|
|
|
6
|
%
|
Loss from discontinued operations
|
(6,713
|
)
|
|
(14,470
|
)
|
|
54
|
|
||
Net income
|
$
|
59,629
|
|
|
$
|
48,098
|
|
|
24
|
%
|
(In thousands)
|
November 30,
2012 |
|
November 30,
2011
|
||||
Cash and cash equivalents
|
$
|
301,792
|
|
|
$
|
161,095
|
|
Short-term investments
|
53,425
|
|
|
100,321
|
|
||
Total cash, cash equivalents and short-term investments
|
$
|
355,217
|
|
|
$
|
261,416
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Net income
|
$
|
47,444
|
|
|
$
|
59,629
|
|
|
$
|
48,098
|
|
Non-cash reconciling items included in net income
|
23,561
|
|
|
65,549
|
|
|
65,319
|
|
|||
Changes in operating assets and liabilities
|
33,110
|
|
|
1,116
|
|
|
(17,216
|
)
|
|||
Net cash flows from operating activities
|
$
|
104,115
|
|
|
$
|
126,294
|
|
|
$
|
96,201
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Net investment activity
|
$
|
55,096
|
|
|
$
|
(61,917
|
)
|
|
$
|
13,661
|
|
Purchases of property and equipment
|
(7,735
|
)
|
|
(17,047
|
)
|
|
(9,664
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
(22,900
|
)
|
|
(49,186
|
)
|
|||
Proceeds from divestitures
|
46,590
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities
|
189
|
|
|
(433
|
)
|
|
26
|
|
|||
Net cash flows from investing activities
|
$
|
94,140
|
|
|
$
|
(102,297
|
)
|
|
$
|
(45,163
|
)
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Proceeds from stock-based compensation plans
|
$
|
29,208
|
|
|
$
|
49,672
|
|
|
$
|
93,670
|
|
Repurchases of common stock
|
(81,316
|
)
|
|
(200,009
|
)
|
|
(29,336
|
)
|
|||
Other financing activities
|
(2,920
|
)
|
|
2,349
|
|
|
3,830
|
|
|||
Net cash flows from financing activities
|
$
|
(55,028
|
)
|
|
$
|
(147,988
|
)
|
|
$
|
68,164
|
|
(In thousands)
|
November 30,
2012 |
|
November 30,
2011 |
||||
Deferred revenue, primarily related to unexpired maintenance and support contracts
(1)
|
$
|
110,391
|
|
|
$
|
152,346
|
|
Multi-year licensing arrangements
(2)
|
21,554
|
|
|
14,484
|
|
||
Open software license orders received but not shipped
(2)
|
11,913
|
|
|
9,355
|
|
||
Total revenue backlog
|
$
|
143,858
|
|
|
$
|
176,185
|
|
(1)
|
Deferred revenue as of November 30, 2012 excludes the deferred revenue that has been included in net assets sold or is held for sale as part of our non-Core product line divestitures, and includes $3.6 million of contractual maintenance which has not been invoiced or included on our balance sheet. There is $26.3 million of deferred revenue included on our balance sheet as liabilities held for sale as of November 30, 2012. The contractual maintenance which has not been invoiced relates to a customer who changed its invoicing schedule and if excluded, amounts would not be comparable to the prior period presented.
|
(2)
|
Our backlog of orders not included on the balance sheet is not subject to our normal accounting controls for information that is either reported in or derived from our basic financial statements.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than 5
Years
|
||||||||||
Operating leases
|
$
|
21,467
|
|
|
$
|
8,045
|
|
|
$
|
8,324
|
|
|
$
|
2,862
|
|
|
$
|
2,236
|
|
Unrecognized tax benefits
(1)
|
2,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
23,659
|
|
|
$
|
8,045
|
|
|
$
|
8,324
|
|
|
$
|
2,862
|
|
|
$
|
2,236
|
|
(1)
|
The liability is not subject to fixed payment terms and the amount and timing of payments, if any, which we will make related to this liability are not known. See Note 15 of the Consolidated Financial Statements appearing in Item 8 of this Annual Report for additional information.
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
6,453
|
|
|
$
|
4
|
|
|
$
|
2,180
|
|
|
$
|
(54
|
)
|
Forward contracts to purchase U.S. dollars
|
31,465
|
|
|
(190
|
)
|
|
36,275
|
|
|
106
|
|
||||
Total
|
$
|
37,918
|
|
|
$
|
(186
|
)
|
|
$
|
38,455
|
|
|
$
|
52
|
|
(In thousands, except share data)
|
November 30, 2012
|
|
November 30, 2011
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
301,792
|
|
|
$
|
161,095
|
|
Short-term investments
|
53,425
|
|
|
100,321
|
|
||
Total cash, cash equivalents and short-term investments
|
355,217
|
|
|
261,416
|
|
||
Accounts receivable (less allowances of $3,024 in 2012 and $6,683 in 2011)
|
70,793
|
|
|
110,927
|
|
||
Other current assets
|
16,478
|
|
|
22,110
|
|
||
Deferred tax assets
|
16,301
|
|
|
13,458
|
|
||
Assets held for sale
|
68,029
|
|
|
—
|
|
||
Total current assets
|
526,818
|
|
|
407,911
|
|
||
Property and equipment, net
|
63,071
|
|
|
66,206
|
|
||
Intangible assets, net
|
5,119
|
|
|
64,408
|
|
||
Goodwill
|
226,110
|
|
|
256,211
|
|
||
Deferred tax assets
|
26,565
|
|
|
30,361
|
|
||
Investments in auction rate securities
|
26,321
|
|
|
33,539
|
|
||
Other assets
|
10,973
|
|
|
5,627
|
|
||
Total assets
|
$
|
884,977
|
|
|
$
|
864,263
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
357
|
|
Accounts payable
|
10,477
|
|
|
7,039
|
|
||
Accrued compensation and related taxes
|
39,105
|
|
|
31,245
|
|
||
Income taxes payable
|
21,486
|
|
|
6,048
|
|
||
Other accrued liabilities
|
39,876
|
|
|
35,728
|
|
||
Short-term deferred revenue
|
103,925
|
|
|
145,727
|
|
||
Liabilities held for sale
|
25,285
|
|
|
—
|
|
||
Total current liabilities
|
240,154
|
|
|
226,144
|
|
||
Long-term deferred revenue
|
2,817
|
|
|
6,619
|
|
||
Deferred tax liabilities
|
1,032
|
|
|
1,533
|
|
||
Other noncurrent liabilities
|
2,575
|
|
|
4,857
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; authorized, 1,000,000 shares; issued, none
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; authorized, 200,000,000 shares; issued and outstanding, 59,594,961 in 2012 and 61,788,629 in 2011
|
596
|
|
|
619
|
|
||
Additional paid-in capital
|
299,737
|
|
|
308,602
|
|
||
Retained earnings
|
348,830
|
|
|
327,542
|
|
||
Accumulated other comprehensive loss
|
(10,764
|
)
|
|
(11,653
|
)
|
||
Total shareholders’ equity
|
638,399
|
|
|
625,110
|
|
||
Total liabilities and shareholders’ equity
|
$
|
884,977
|
|
|
$
|
864,263
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands, except per share data)
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue:
|
|
|
|
|
|
||||||
Software licenses
|
$
|
113,270
|
|
|
$
|
125,966
|
|
|
$
|
125,680
|
|
Maintenance and services
|
221,935
|
|
|
234,738
|
|
|
225,930
|
|
|||
Total revenue
|
335,205
|
|
|
360,704
|
|
|
351,610
|
|
|||
Costs of revenue:
|
|
|
|
|
|
||||||
Cost of software licenses
|
6,112
|
|
|
5,430
|
|
|
5,229
|
|
|||
Cost of maintenance and services
|
36,192
|
|
|
37,238
|
|
|
30,144
|
|
|||
Amortization of acquired intangibles
|
1,259
|
|
|
2,600
|
|
|
5,780
|
|
|||
Total costs of revenue
|
43,563
|
|
|
45,268
|
|
|
41,153
|
|
|||
Gross profit
|
291,642
|
|
|
315,436
|
|
|
310,457
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
117,855
|
|
|
102,618
|
|
|
91,974
|
|
|||
Product development
|
53,017
|
|
|
44,876
|
|
|
50,080
|
|
|||
General and administrative
|
62,053
|
|
|
61,816
|
|
|
51,413
|
|
|||
Amortization of acquired intangibles
|
962
|
|
|
966
|
|
|
2,803
|
|
|||
Restructuring expenses
|
8,100
|
|
|
3,383
|
|
|
22,711
|
|
|||
Acquisition-related expenses
|
215
|
|
|
536
|
|
|
—
|
|
|||
Total operating expenses
|
242,202
|
|
|
214,195
|
|
|
218,981
|
|
|||
Income from operations
|
49,440
|
|
|
101,241
|
|
|
91,476
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income and other
|
2,574
|
|
|
1,999
|
|
|
3,132
|
|
|||
Foreign currency (loss) gain
|
(2,378
|
)
|
|
(2,518
|
)
|
|
626
|
|
|||
Total other income (expense), net
|
196
|
|
|
(519
|
)
|
|
3,758
|
|
|||
Income from continuing operations before income taxes
|
49,636
|
|
|
100,722
|
|
|
95,234
|
|
|||
Provision for income taxes
|
17,032
|
|
|
34,380
|
|
|
32,666
|
|
|||
Income from continuing operations
|
32,604
|
|
|
66,342
|
|
|
62,568
|
|
|||
Income (loss) from discontinued operations, net
|
14,840
|
|
|
(6,713
|
)
|
|
(14,470
|
)
|
|||
Net income
|
$
|
47,444
|
|
|
$
|
59,629
|
|
|
$
|
48,098
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
1.01
|
|
|
$
|
0.98
|
|
Discontinued operations
|
0.24
|
|
|
(0.10
|
)
|
|
(0.23
|
)
|
|||
Net income per share
|
$
|
0.75
|
|
|
$
|
0.91
|
|
|
$
|
0.75
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
0.98
|
|
|
$
|
0.94
|
|
Discontinued operations
|
0.23
|
|
|
(0.10
|
)
|
|
(0.22
|
)
|
|||
Net income per share
|
$
|
0.74
|
|
|
$
|
0.88
|
|
|
$
|
0.73
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
62,881
|
|
|
65,705
|
|
|
63,957
|
|
|||
Diluted
|
63,741
|
|
|
67,540
|
|
|
66,212
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
|
Comprehensive Income
|
|||||||||||||||
(in thousands)
|
Number of Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance, December 1, 2009
|
60,906
|
|
|
$
|
609
|
|
|
$
|
246,656
|
|
|
$
|
312,588
|
|
|
$
|
(1,986
|
)
|
|
$
|
557,867
|
|
|
|
||
Issuance of stock under employee stock purchase plan
|
604
|
|
|
6
|
|
|
6,203
|
|
|
—
|
|
|
—
|
|
|
6,209
|
|
|
|
|||||||
Exercise of stock options
|
6,291
|
|
|
63
|
|
|
87,398
|
|
|
—
|
|
|
—
|
|
|
87,461
|
|
|
|
|||||||
Issuance of shares to Board of Directors
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Vesting of restricted stock units
|
285
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
|
|||||||
Withholding tax payments related to net issuance of restricted stock units
|
(86
|
)
|
|
(1
|
)
|
|
(1,858
|
)
|
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
|
|
|||||||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity
|
—
|
|
|
—
|
|
|
9,463
|
|
|
—
|
|
|
—
|
|
|
9,463
|
|
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
18,121
|
|
|
—
|
|
|
—
|
|
|
18,121
|
|
|
|
|||||||
Treasury stock repurchases and retirements
|
(1,496
|
)
|
|
(15
|
)
|
|
(19,045
|
)
|
|
(10,277
|
)
|
|
—
|
|
|
(29,337
|
)
|
|
|
|||||||
Unrealized loss on investments, net of tax of $294
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
(207
|
)
|
|
$
|
(207
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48,098
|
|
|
—
|
|
|
48,098
|
|
|
48,098
|
|
||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,546
|
)
|
|
(5,546
|
)
|
|
(5,546
|
)
|
||||||
Balance, November 30, 2010
|
66,528
|
|
|
665
|
|
|
346,938
|
|
|
350,409
|
|
|
(7,739
|
)
|
|
690,273
|
|
|
42,345
|
|
||||||
Issuance of stock under employee stock purchase plan
|
594
|
|
|
6
|
|
|
6,838
|
|
|
—
|
|
|
—
|
|
|
6,844
|
|
|
|
|||||||
Exercise of stock options
|
2,755
|
|
|
28
|
|
|
42,800
|
|
|
—
|
|
|
—
|
|
|
42,828
|
|
|
|
|||||||
Issuance of shares to Board of Directors
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Vesting of restricted stock units
|
386
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
|
|||||||
Withholding tax payments related to net issuance of restricted stock units
|
(114
|
)
|
|
(1
|
)
|
|
(2,705
|
)
|
|
—
|
|
|
—
|
|
|
(2,706
|
)
|
|
|
|||||||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity
|
—
|
|
|
—
|
|
|
6,162
|
|
|
—
|
|
|
—
|
|
|
6,162
|
|
|
|
|||||||
Stock-based compensation
|
—
|
|
|
|
|
25,999
|
|
|
—
|
|
|
—
|
|
|
25,999
|
|
|
|
||||||||
Treasury stock repurchases and retirements
|
(8,391
|
)
|
|
(84
|
)
|
|
(117,429
|
)
|
|
(82,496
|
)
|
|
—
|
|
|
(200,009
|
)
|
|
|
|||||||
Unrealized gain on investments, net of tax of $76
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|
354
|
|
|
354
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,629
|
|
|
—
|
|
|
59,629
|
|
|
59,629
|
|
||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,268
|
)
|
|
(4,268
|
)
|
|
(4,268
|
)
|
||||||
Balance, November 30, 2011
|
61,789
|
|
|
618
|
|
|
308,603
|
|
|
327,542
|
|
|
(11,653
|
)
|
|
625,110
|
|
|
55,715
|
|
Issuance of stock under employee stock purchase plan
|
376
|
|
|
4
|
|
|
5,650
|
|
|
—
|
|
|
—
|
|
|
5,654
|
|
|
|
|||||||
Exercise of stock options
|
1,488
|
|
|
15
|
|
|
23,420
|
|
|
—
|
|
|
—
|
|
|
23,435
|
|
|
|
|||||||
Vesting of restricted stock units
|
625
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|
|||||||
Withholding tax payments related to net issuance of restricted stock units
|
(189
|
)
|
|
(2
|
)
|
|
(4,153
|
)
|
|
—
|
|
|
—
|
|
|
(4,155
|
)
|
|
|
|||||||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
28,233
|
|
|
—
|
|
|
—
|
|
|
28,233
|
|
|
|
|||||||
Treasury stock repurchases and retirements
|
(4,494
|
)
|
|
(45
|
)
|
|
(62,183
|
)
|
|
(26,156
|
)
|
|
—
|
|
|
(88,384
|
)
|
|
|
|||||||
Unrealized gain on investments, net of tax of $527
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,527
|
|
|
1,527
|
|
|
1,527
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47,444
|
|
|
—
|
|
|
47,444
|
|
|
47,444
|
|
||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
(638
|
)
|
|
(638
|
)
|
||||||
Balance, November 30, 2012
|
59,595
|
|
|
$
|
596
|
|
|
$
|
299,737
|
|
|
$
|
348,830
|
|
|
$
|
(10,764
|
)
|
|
$
|
638,399
|
|
|
$
|
48,333
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,444
|
|
|
$
|
59,629
|
|
|
$
|
48,098
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
9,305
|
|
|
8,832
|
|
|
10,859
|
|
|||
Amortization of acquired intangibles and other
|
21,660
|
|
|
26,246
|
|
|
30,558
|
|
|||
Stock-based compensation
|
28,233
|
|
|
25,999
|
|
|
18,121
|
|
|||
Gain on sale of dispositions
|
(45,105
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment loss on assets held for sale
|
8,601
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of auction rate security
|
270
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
—
|
|
|
114
|
|
|
—
|
|
|||
Asset impairment
|
898
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(22
|
)
|
|
2,468
|
|
|
3,762
|
|
|||
Tax benefit from stock plans
|
171
|
|
|
6,165
|
|
|
9,465
|
|
|||
Excess tax benefits from stock plans
|
(1,590
|
)
|
|
(6,238
|
)
|
|
(6,046
|
)
|
|||
Allowances for accounts receivable
|
1,140
|
|
|
1,963
|
|
|
(1,400
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
14,373
|
|
|
8,053
|
|
|
(18,971
|
)
|
|||
Other assets
|
1,547
|
|
|
2,709
|
|
|
(3,159
|
)
|
|||
Accounts payable and accrued liabilities
|
7,484
|
|
|
(24,679
|
)
|
|
12,469
|
|
|||
Income taxes payable and uncertain tax positions
|
17,617
|
|
|
9,640
|
|
|
(6,632
|
)
|
|||
Deferred revenue
|
(7,911
|
)
|
|
5,393
|
|
|
(923
|
)
|
|||
Net cash flows from operating activities
|
104,115
|
|
|
126,294
|
|
|
96,201
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(27,924
|
)
|
|
(152,658
|
)
|
|
(38,632
|
)
|
|||
Sales and maturities of investments
|
74,065
|
|
|
84,441
|
|
|
33,318
|
|
|||
Redemptions and sales of auction rate securities - available-for-sale
|
8,955
|
|
|
6,300
|
|
|
1,235
|
|
|||
Redemptions of auction rate securities - trading
|
—
|
|
|
—
|
|
|
17,740
|
|
|||
Purchases of property and equipment
|
(7,735
|
)
|
|
(17,047
|
)
|
|
(9,664
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
(22,900
|
)
|
|
(49,186
|
)
|
|||
Proceeds from divestitures, net
|
46,590
|
|
|
—
|
|
|
—
|
|
|||
Decrease (increase) in other noncurrent assets
|
189
|
|
|
(433
|
)
|
|
26
|
|
|||
Net cash flows from investing activities
|
94,140
|
|
|
(102,297
|
)
|
|
(45,163
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from stock-based compensation plans
|
29,208
|
|
|
49,672
|
|
|
93,670
|
|
|||
Purchase of common stock related to withholding taxes from issuance of restricted stock units
|
(4,153
|
)
|
|
(2,706
|
)
|
|
(1,858
|
)
|
|||
Repurchase of common stock
|
(81,316
|
)
|
|
(200,009
|
)
|
|
(29,336
|
)
|
|||
Excess tax benefit from stock plans
|
1,590
|
|
|
6,238
|
|
|
6,046
|
|
|||
Payment of long-term debt
|
(357
|
)
|
|
(388
|
)
|
|
(358
|
)
|
|||
Payment of issuance costs for line of credit
|
—
|
|
|
(795
|
)
|
|
—
|
|
|||
Net cash flows from financing activities
|
(55,028
|
)
|
|
(147,988
|
)
|
|
68,164
|
|
|||
Effect of exchange rate changes on cash
|
(2,530
|
)
|
|
(1,473
|
)
|
|
(8,516
|
)
|
|||
Net increase (decrease) in cash and equivalents
|
140,697
|
|
|
(125,464
|
)
|
|
110,686
|
|
|||
Cash and equivalents, beginning of year
|
161,095
|
|
|
286,559
|
|
|
175,873
|
|
|||
Cash and equivalents, end of year
|
$
|
301,792
|
|
|
$
|
161,095
|
|
|
$
|
286,559
|
|
Supplemental disclosure:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds of $1,987 in 2012, $9,183 in 2011 and $2,127 in 2010
|
$
|
15,337
|
|
|
$
|
9,545
|
|
|
$
|
15,911
|
|
Non-cash financing activity:
|
|
|
|
|
|
||||||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested
|
$
|
13,886
|
|
|
$
|
9,160
|
|
|
$
|
6,333
|
|
Unsettled repurchases of common stock
|
$
|
7,068
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As Previously Reported
|
|
Impact of Purchase Accounting Measurement Period Adjustments
|
|
Adjustment
|
|
As Corrected
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Other current assets
|
$
|
21,143
|
|
|
—
|
|
|
$
|
967
|
|
|
$
|
22,110
|
|
Deferred tax assets
|
14,291
|
|
|
—
|
|
|
(833
|
)
|
|
13,458
|
|
|||
Total current assets
|
407,777
|
|
|
—
|
|
|
134
|
|
|
407,911
|
|
|||
Goodwill
|
263,239
|
|
|
(5,415
|
)
|
|
(1,613
|
)
|
|
256,211
|
|
|||
Total assets
|
865,310
|
|
|
432
|
|
|
(1,479
|
)
|
|
864,263
|
|
|||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|||||||
Income taxes payable
|
11,412
|
|
|
—
|
|
|
(5,364
|
)
|
|
6,048
|
|
|||
Total current liabilities
|
231,508
|
|
|
—
|
|
|
(5,364
|
)
|
|
226,144
|
|
|||
Other noncurrent liabilities
|
3,350
|
|
|
432
|
|
|
1,075
|
|
|
4,857
|
|
|||
Retained earnings
|
326,135
|
|
|
—
|
|
|
1,407
|
|
|
327,542
|
|
|||
Accumulated other comprehensive loss
|
(13,056
|
)
|
|
—
|
|
|
1,403
|
|
|
(11,653
|
)
|
|||
Total shareholders’ equity
|
622,300
|
|
|
—
|
|
|
2,810
|
|
|
625,110
|
|
|||
Total liabilities and shareholders’ equity
|
865,310
|
|
|
432
|
|
|
(1,479
|
)
|
|
864,263
|
|
|
As Previously Reported
|
|
Impact of Discontinued Operations
|
|
Adjustment
|
|
As Corrected
|
||||||||
Provision for income taxes
|
$
|
28,943
|
|
|
$
|
6,305
|
|
|
$
|
(868
|
)
|
|
$
|
34,380
|
|
Income from continuing operations
|
—
|
|
|
65,474
|
|
|
868
|
|
|
66,342
|
|
||||
Net income
|
58,761
|
|
|
—
|
|
|
868
|
|
|
59,629
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
—
|
|
|
1.00
|
|
|
0.01
|
|
|
1.01
|
|
||||
Net income per share
|
0.89
|
|
|
—
|
|
|
0.01
|
|
|
0.91
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
—
|
|
|
0.97
|
|
|
0.01
|
|
|
0.98
|
|
||||
Net income per share
|
0.87
|
|
|
—
|
|
|
0.01
|
|
|
0.88
|
|
|
As Previously Reported
|
|
Impact of Discontinued Operations
|
|
Adjustment
|
|
As Corrected
|
||||||||
Provision for income taxes
|
$
|
22,857
|
|
|
$
|
9,565
|
|
|
$
|
244
|
|
|
$
|
32,666
|
|
Income from continuing operations
|
—
|
|
|
62,812
|
|
|
(244
|
)
|
|
62,568
|
|
||||
Loss from discontinued operations
|
—
|
|
|
(14,241
|
)
|
|
(229
|
)
|
|
(14,470
|
)
|
||||
Net income
|
48,571
|
|
|
—
|
|
|
(473
|
)
|
|
48,098
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
—
|
|
|
0.98
|
|
|
—
|
|
|
0.98
|
|
||||
Discontinued operations
|
—
|
|
|
(0.22
|
)
|
|
—
|
|
|
(0.23
|
)
|
||||
Net income per share
|
0.76
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.75
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
—
|
|
|
0.95
|
|
|
—
|
|
|
0.94
|
|
||||
Discontinued operations
|
—
|
|
|
(0.22
|
)
|
|
—
|
|
|
(0.22
|
)
|
||||
Net income per share
|
0.73
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.73
|
|
|
Fiscal Year Ended 2011
|
|
Fiscal Year Ended 2010
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||||||||
Total stockholders' equity, beginning of period
|
$
|
688,331
|
|
|
$
|
1,942
|
|
|
$
|
690,273
|
|
|
$
|
555,452
|
|
|
$
|
2,415
|
|
|
$
|
557,867
|
|
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retained earnings, beginning of year
|
349,870
|
|
|
539
|
|
|
350,409
|
|
|
311,576
|
|
|
1,012
|
|
|
312,588
|
|
||||||
Net income
|
58,761
|
|
|
868
|
|
|
59,629
|
|
|
48,571
|
|
|
(473
|
)
|
|
48,098
|
|
||||||
Retained earnings, end of year
|
326,135
|
|
|
1,407
|
|
|
327,542
|
|
|
349,870
|
|
|
539
|
|
|
350,409
|
|
||||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive loss, beginning of year
|
(9,142
|
)
|
|
1,403
|
|
|
(7,739
|
)
|
|
(3,389
|
)
|
|
1,403
|
|
|
(1,986
|
)
|
||||||
Accumulated other comprehensive loss, end of year
|
(13,056
|
)
|
|
1,403
|
|
|
(11,653
|
)
|
|
(9,142
|
)
|
|
1,403
|
|
|
(7,739
|
)
|
||||||
Total stockholders' equity, end of period
|
622,300
|
|
|
2,810
|
|
|
625,110
|
|
|
688,331
|
|
|
1,942
|
|
|
690,273
|
|
|
Fiscal Year Ended 2011
|
|
Fiscal Year Ended 2010
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustment
|
|
As Corrected
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
58,761
|
|
|
$
|
868
|
|
|
$
|
59,629
|
|
|
$
|
48,571
|
|
|
$
|
(473
|
)
|
|
$
|
48,098
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income taxes
|
1,869
|
|
|
599
|
|
|
2,468
|
|
|
4,004
|
|
|
(242
|
)
|
|
3,762
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income taxes payable and uncertain tax positions
|
11,107
|
|
|
(1,467
|
)
|
|
9,640
|
|
|
(7,347
|
)
|
|
715
|
|
|
(6,632
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Beginning balance
|
$
|
6,683
|
|
|
$
|
4,980
|
|
|
$
|
7,650
|
|
Charge (benefit) to costs and expenses
|
1,140
|
|
|
1,963
|
|
|
(1,400
|
)
|
|||
Write-offs and other
|
(5,094
|
)
|
|
(117
|
)
|
|
(981
|
)
|
|||
Translation adjustments
|
295
|
|
|
(143
|
)
|
|
(289
|
)
|
|||
Ending balance
|
$
|
3,024
|
|
|
$
|
6,683
|
|
|
$
|
4,980
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Accumulated unrealized losses on investments
|
$
|
(2,581
|
)
|
|
$
|
(4,108
|
)
|
|
$
|
(4,462
|
)
|
Cumulative translation adjustment
|
(8,183
|
)
|
|
(7,545
|
)
|
|
(3,277
|
)
|
|||
Total accumulated comprehensive loss, net of tax
|
$
|
(10,764
|
)
|
|
$
|
(11,653
|
)
|
|
$
|
(7,739
|
)
|
|
Amortized Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
176,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,201
|
|
Money market funds
|
125,591
|
|
|
—
|
|
|
—
|
|
|
125,591
|
|
||||
State and municipal bond obligations
|
50,565
|
|
|
255
|
|
|
(2
|
)
|
|
50,818
|
|
||||
Auction rate securities – municipal bonds
|
27,175
|
|
|
—
|
|
|
(3,755
|
)
|
|
23,420
|
|
||||
Auction rate securities – student loans
|
3,500
|
|
|
—
|
|
|
(599
|
)
|
|
2,901
|
|
||||
Corporate bonds
|
2,608
|
|
|
—
|
|
|
(1
|
)
|
|
2,607
|
|
||||
Total
|
$
|
385,640
|
|
|
$
|
255
|
|
|
$
|
(4,357
|
)
|
|
$
|
381,538
|
|
|
Amortized Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
134,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,890
|
|
Money market funds
|
24,220
|
|
|
—
|
|
|
—
|
|
|
24,220
|
|
||||
State and municipal bond obligations
|
84,193
|
|
|
221
|
|
|
(16
|
)
|
|
84,398
|
|
||||
Brazilian mutual funds
|
15,346
|
|
|
—
|
|
|
—
|
|
|
15,346
|
|
||||
Auction rate securities – municipal bonds
|
27,200
|
|
|
—
|
|
|
(4,269
|
)
|
|
22,931
|
|
||||
Auction rate securities – student loans
|
12,700
|
|
|
—
|
|
|
(2,092
|
)
|
|
10,608
|
|
||||
Corporate bonds
|
2,562
|
|
|
—
|
|
|
—
|
|
|
2,562
|
|
||||
Total
|
$
|
301,111
|
|
|
$
|
221
|
|
|
$
|
(6,377
|
)
|
|
$
|
294,955
|
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||||||||||
|
Cash and Cash Equivalents
|
|
Short-Term
Investments
|
|
Long-Term
Investments
|
|
Cash and Cash Equivalents
|
|
Short-Term
Investments
|
|
Long-Term
Investments
|
||||||||||||
Cash
|
$
|
176,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds
|
125,591
|
|
|
—
|
|
|
—
|
|
|
24,220
|
|
|
—
|
|
|
—
|
|
||||||
State and municipal bond obligations
|
—
|
|
|
50,818
|
|
|
—
|
|
|
1,985
|
|
|
82,413
|
|
|
—
|
|
||||||
Brazilian mutual funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,346
|
|
|
—
|
|
||||||
Auction rate securities – municipal bonds
|
—
|
|
|
—
|
|
|
23,420
|
|
|
—
|
|
|
—
|
|
|
22,931
|
|
||||||
Auction rate securities – student loans
|
—
|
|
|
—
|
|
|
2,901
|
|
|
—
|
|
|
—
|
|
|
10,608
|
|
||||||
Corporate bonds
|
—
|
|
|
2,607
|
|
|
—
|
|
|
—
|
|
|
2,562
|
|
|
—
|
|
||||||
Total
|
$
|
301,792
|
|
|
$
|
53,425
|
|
|
$
|
26,321
|
|
|
$
|
161,095
|
|
|
$
|
100,321
|
|
|
$
|
33,539
|
|
|
November 30,
2012 |
|
November 30,
2011 |
||||
Due in one year or less
(1)
|
$
|
55,001
|
|
|
$
|
104,620
|
|
Due after one year
|
24,745
|
|
|
31,225
|
|
||
Total
|
$
|
79,746
|
|
|
$
|
135,845
|
|
(1)
|
Includes ARS which are tendered for interest-rate setting purposes periodically throughout the year. Beginning in February 2008, auctions for these securities began to fail, and therefore these investments currently lack short-term liquidity. The remaining contractual maturities of these securities range from
11
to
30
years.
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
State and municipal bond obligations
|
$
|
5,818
|
|
|
$
|
(1
|
)
|
|
$
|
472
|
|
|
$
|
(1
|
)
|
|
$
|
6,290
|
|
|
$
|
(2
|
)
|
Auction rate securities – municipal bonds
|
—
|
|
|
—
|
|
|
23,420
|
|
|
(3,755
|
)
|
|
23,420
|
|
|
(3,755
|
)
|
||||||
Auction rate securities – student loans
|
—
|
|
|
—
|
|
|
2,901
|
|
|
(599
|
)
|
|
2,901
|
|
|
(599
|
)
|
||||||
Corporate bonds
|
2,607
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
(1
|
)
|
||||||
Total
|
$
|
8,425
|
|
|
$
|
(2
|
)
|
|
$
|
26,793
|
|
|
$
|
(4,355
|
)
|
|
$
|
35,218
|
|
|
$
|
(4,357
|
)
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
State and municipal bond obligations
|
$
|
24,585
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,585
|
|
|
$
|
(16
|
)
|
Auction rate securities – municipal bonds
|
—
|
|
|
—
|
|
|
22,931
|
|
|
(4,269
|
)
|
|
22,931
|
|
|
(4,269
|
)
|
||||||
Auction rate securities – student loans
|
—
|
|
|
—
|
|
|
10,608
|
|
|
(2,092
|
)
|
|
10,608
|
|
|
(2,092
|
)
|
||||||
Total
|
$
|
24,585
|
|
|
$
|
(16
|
)
|
|
$
|
33,539
|
|
|
$
|
(6,361
|
)
|
|
$
|
58,124
|
|
|
$
|
(6,377
|
)
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
6,453
|
|
|
$
|
4
|
|
|
$
|
2,180
|
|
|
$
|
(54
|
)
|
Forward contracts to purchase U.S. dollars
|
31,465
|
|
|
(190
|
)
|
|
36,275
|
|
|
106
|
|
||||
Total
|
$
|
37,918
|
|
|
$
|
(186
|
)
|
|
$
|
38,455
|
|
|
$
|
52
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds
|
$
|
125,591
|
|
|
$
|
125,591
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
50,818
|
|
|
—
|
|
|
50,818
|
|
|
—
|
|
||||
Auction rate securities – municipal bonds
|
23,420
|
|
|
—
|
|
|
—
|
|
|
23,420
|
|
||||
Auction rate securities – student loans
|
2,901
|
|
|
—
|
|
|
—
|
|
|
2,901
|
|
||||
Corporate bonds
|
2,607
|
|
|
—
|
|
|
2,607
|
|
|
—
|
|
||||
Foreign exchange derivatives
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds
|
$
|
24,220
|
|
|
$
|
24,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
84,398
|
|
|
—
|
|
|
84,398
|
|
|
—
|
|
||||
Brazilian mutual funds
|
15,346
|
|
|
15,346
|
|
|
—
|
|
|
—
|
|
||||
Auction rate securities – municipal bonds
|
22,931
|
|
|
—
|
|
|
—
|
|
|
22,931
|
|
||||
Auction rate securities – student loans
|
10,608
|
|
|
—
|
|
|
—
|
|
|
10,608
|
|
||||
Corporate bonds
|
2,562
|
|
|
—
|
|
|
2,562
|
|
|
—
|
|
||||
Foreign exchange derivatives
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
November 30,
2012 |
|
November 30,
2011 |
||||
Balance, beginning of period
|
$
|
33,539
|
|
|
$
|
39,643
|
|
Redemptions and sales
|
(6,255
|
)
|
|
(6,300
|
)
|
||
Transfer to Level 2 fair value measurement
|
(2,700
|
)
|
|
—
|
|
||
Realized losses included in earnings
|
(270
|
)
|
|
—
|
|
||
Unrealized gains included in accumulated other comprehensive loss
|
2,007
|
|
|
196
|
|
||
Balance, end of period
|
$
|
26,321
|
|
|
$
|
33,539
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||
Disposal group
|
$
|
16,487
|
|
|
$
|
—
|
|
|
$
|
16,487
|
|
|
$
|
—
|
|
|
$
|
8,601
|
|
|
November 30, 2012
|
|
November 30, 2011
|
||||
Computer equipment and software
|
$
|
58,447
|
|
|
$
|
60,797
|
|
Land, buildings and leasehold improvements
|
60,282
|
|
|
58,957
|
|
||
Furniture and fixtures
|
8,718
|
|
|
9,480
|
|
||
Property and equipment, gross
|
127,447
|
|
|
129,234
|
|
||
Less accumulated depreciation and amortization
|
(64,376
|
)
|
|
(63,028
|
)
|
||
Property and equipment, net
|
$
|
63,071
|
|
|
$
|
66,206
|
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Purchased technology
|
$
|
42,520
|
|
|
$
|
(40,066
|
)
|
|
$
|
2,454
|
|
|
$
|
138,470
|
|
|
$
|
(96,759
|
)
|
|
$
|
41,711
|
|
Customer-related and other
|
26,477
|
|
|
(23,812
|
)
|
|
2,665
|
|
|
77,609
|
|
|
(54,912
|
)
|
|
22,697
|
|
||||||
Total
|
$
|
68,997
|
|
|
$
|
(63,878
|
)
|
|
$
|
5,119
|
|
|
$
|
216,079
|
|
|
$
|
(151,671
|
)
|
|
$
|
64,408
|
|
2013
|
$
|
2,023
|
|
2014
|
1,245
|
|
|
2015
|
849
|
|
|
2016
|
345
|
|
|
2017
|
345
|
|
|
Thereafter
|
312
|
|
|
Total
|
$
|
5,119
|
|
|
November 30, 2012
|
|
November 30, 2011
|
||||
Balance, beginning of year
|
$
|
256,211
|
|
|
$
|
236,730
|
|
Additions
|
—
|
|
|
19,427
|
|
||
Disposals
|
(11,440
|
)
|
|
—
|
|
||
Goodwill transfered to assets held for sale
|
(18,581
|
)
|
|
—
|
|
||
Translation adjustments
|
(80
|
)
|
|
54
|
|
||
Balance, end of year
|
$
|
226,110
|
|
|
$
|
256,211
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue
|
$
|
12,518
|
|
|
$
|
16,267
|
|
|
$
|
15,561
|
|
Income (loss) before income taxes
|
4,882
|
|
|
4,067
|
|
|
(4,215
|
)
|
|||
Income tax provision (benefit)
|
164
|
|
|
1,079
|
|
|
(1,447
|
)
|
|||
Gain on sale, net of tax
|
12,692
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net
|
$
|
17,410
|
|
|
$
|
2,988
|
|
|
$
|
(2,768
|
)
|
Purchase price
|
$
|
31,903
|
|
Less: transaction costs
|
1,264
|
|
|
Less: net assets sold
|
|
||
Accounts receivables
|
1,592
|
|
|
Goodwill and intangible assets
|
10,540
|
|
|
Other assets
|
103
|
|
|
Deferred revenue
|
(6,859
|
)
|
|
Gain on sale
|
$
|
25,263
|
|
Tax provision
|
12,571
|
|
|
Gain on sale, net of tax
|
$
|
12,692
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue
|
$
|
14,484
|
|
|
$
|
14,820
|
|
|
$
|
12,491
|
|
Loss before income taxes
|
(7,118
|
)
|
|
(2,840
|
)
|
|
(211
|
)
|
|||
Income tax benefit
|
(3,000
|
)
|
|
(915
|
)
|
|
(85
|
)
|
|||
Gain on sale, net of tax
|
11,187
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net
|
$
|
7,069
|
|
|
$
|
(1,925
|
)
|
|
$
|
(126
|
)
|
Purchase price
|
$
|
21,300
|
|
Less: net assets sold
|
|
||
Accounts receivables
|
2,749
|
|
|
Goodwill and intangible assets
|
3,690
|
|
|
Other assets
|
167
|
|
|
Deferred revenue
|
(5,148
|
)
|
|
Gain on sale
|
$
|
19,842
|
|
Tax provision
|
8,655
|
|
|
Gain on sale, net of tax
|
$
|
11,187
|
|
Assets:
|
|
||
Accounts receivable
|
$
|
6,046
|
|
Goodwill and intangible assets
|
24,325
|
|
|
Other long-term assets
|
4
|
|
|
Impairment reserve
|
(8,601
|
)
|
|
Total assets held for sale
|
$
|
21,774
|
|
Liabilities:
|
|
||
Deferred revenue
|
$
|
5,287
|
|
Total liabilities held for sale
|
$
|
5,287
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue
|
$
|
28,942
|
|
|
$
|
33,983
|
|
|
$
|
38,281
|
|
Income before income taxes
|
6,003
|
|
|
13,237
|
|
|
10,719
|
|
|||
Income tax provision
|
3,562
|
|
|
3,596
|
|
|
2,273
|
|
|||
Income from discontinued operations, net
|
$
|
2,441
|
|
|
$
|
9,641
|
|
|
$
|
8,446
|
|
Assets:
|
|
||
Accounts receivable
|
$
|
13,691
|
|
Other current assets
|
412
|
|
|
Goodwill and intangible assets
|
31,693
|
|
|
Other long-term assets
|
459
|
|
|
Total assets held for sale
|
$
|
46,255
|
|
Liabilities:
|
|
||
Deferred revenue
|
$
|
19,998
|
|
Total liabilities held for sale
|
$
|
19,998
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue
|
$
|
81,576
|
|
|
$
|
107,821
|
|
|
$
|
111,177
|
|
Loss before income taxes
|
(18,314
|
)
|
|
(27,484
|
)
|
|
(30,099
|
)
|
|||
Income tax benefit
|
(6,234
|
)
|
|
(10,067
|
)
|
|
(10,077
|
)
|
|||
Loss from discontinued operations, net
|
$
|
(12,080
|
)
|
|
$
|
(17,417
|
)
|
|
$
|
(20,022
|
)
|
|
Preliminary Allocation
|
|
Final Allocation
|
|
Life
|
||||
Accounts receivable
|
$
|
835
|
|
|
$
|
835
|
|
|
|
Property and equipment
|
112
|
|
|
112
|
|
|
|
||
Other assets
|
125
|
|
|
125
|
|
|
|
||
Deferred taxes
|
(1,814
|
)
|
|
4,033
|
|
|
|
||
Acquired intangible assets
|
4,910
|
|
|
4,910
|
|
|
3 to 7 years
|
||
Goodwill
|
24,842
|
|
|
19,427
|
|
|
|
||
Accounts payable and other liabilities
|
(2,471
|
)
|
|
(2,903
|
)
|
|
|
||
Deferred revenue
|
(3,639
|
)
|
|
(3,639
|
)
|
|
|
||
Net cash paid
|
$
|
22,900
|
|
|
$
|
22,900
|
|
|
|
|
Total
|
|
Life
|
||
Accounts receivable
|
$
|
5,120
|
|
|
|
Deferred tax assets
|
2,927
|
|
|
|
|
Other assets
|
854
|
|
|
|
|
Acquired intangible assets
|
28,000
|
|
|
7 to 9 years
|
|
Goodwill
|
19,705
|
|
|
|
|
Accounts payable and other liabilities
|
(4,413
|
)
|
|
|
|
Liabilities assumed, net of other assets
|
(3,007
|
)
|
|
|
|
Net cash paid
|
$
|
49,186
|
|
|
|
2013
|
$
|
8,045
|
|
2014
|
4,771
|
|
|
2015
|
3,553
|
|
|
2016
|
1,709
|
|
|
2017
|
1,153
|
|
|
Thereafter
|
2,236
|
|
|
Total
|
$
|
21,467
|
|
|
Shares
|
|
Weighted Average
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(1)
|
||||||
|
(in thousands)
|
|
Exercise Price
|
|
(in years)
|
|
(in thousands)
|
||||||
Options outstanding, December 1, 2011
|
7,743
|
|
|
$
|
19.77
|
|
|
|
|
|
|||
Granted
|
1,026
|
|
|
20.87
|
|
|
|
|
|
||||
Exercised
|
(1,488
|
)
|
|
15.75
|
|
|
|
|
|
||||
Canceled
|
(2,077
|
)
|
|
22.63
|
|
|
|
|
|
||||
Options outstanding, November 30, 2012
|
5,204
|
|
|
$
|
19.99
|
|
|
2.38
|
|
|
$
|
8,975
|
|
Exercisable, November 30, 2012
|
4,123
|
|
|
$
|
19.47
|
|
|
1.88
|
|
|
$
|
7,866
|
|
Vested or expected to vest, November 30, 2012
|
5,204
|
|
|
$
|
19.99
|
|
|
2.38
|
|
|
$
|
8,975
|
|
(1)
|
The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2012 of
$20.11
and the exercise prices for all in-the-money options outstanding.
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Restricted stock units outstanding, December 1, 2011
|
786
|
|
|
$
|
23.51
|
|
Granted
|
1,120
|
|
|
19.90
|
|
|
Issued
|
(625
|
)
|
|
21.89
|
|
|
Canceled
|
(297
|
)
|
|
22.94
|
|
|
Restricted stock units outstanding, November 30, 2012
|
984
|
|
|
$
|
20.60
|
|
|
Fiscal Year Ended
|
|||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected volatility
|
30.0
|
%
|
|
27.3
|
%
|
|
27.2
|
%
|
Risk-free interest rate
|
0.8
|
%
|
|
1.7
|
%
|
|
2.2
|
%
|
Expected life (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected volatility
|
34.1
|
%
|
|
25.8
|
%
|
|
27.7
|
%
|
Risk-free interest rate
|
0.2
|
%
|
|
0.4
|
%
|
|
0.6
|
%
|
Expected life (in years)
|
1.5
|
|
|
1.6
|
|
|
1.5
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Total intrinsic value of stock options on date exercised
|
$
|
9,601
|
|
|
$
|
31,566
|
|
|
$
|
47,395
|
|
Total fair value of deferred stock units on date vested
|
114
|
|
|
40
|
|
|
—
|
|
|||
Total fair value of restricted stock awards on date vested
|
—
|
|
|
—
|
|
|
131
|
|
|||
Total fair value of restricted stock units on date vested
|
13,772
|
|
|
9,120
|
|
|
6,202
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Cost of software licenses
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
16
|
|
Cost of maintenance and services
|
889
|
|
|
751
|
|
|
507
|
|
|||
Sales and marketing
|
4,280
|
|
|
3,258
|
|
|
2,909
|
|
|||
Product development
|
3,950
|
|
|
3,202
|
|
|
2,341
|
|
|||
General and administrative
|
10,983
|
|
|
12,888
|
|
|
6,948
|
|
|||
Restructuring
|
—
|
|
|
—
|
|
|
535
|
|
|||
Stock-based compensation from continuing operations
|
20,111
|
|
|
20,108
|
|
|
13,256
|
|
|||
Loss from discontinued operations
|
8,122
|
|
|
5,891
|
|
|
4,865
|
|
|||
Total stock-based compensation
|
$
|
28,233
|
|
|
$
|
25,999
|
|
|
$
|
18,121
|
|
Income tax benefit included in the provision for income taxes from continuing operations
|
$
|
5,309
|
|
|
$
|
5,319
|
|
|
$
|
3,560
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
2,644
|
|
|
16,367
|
|
|
19,011
|
|
|||
Cash disbursements
|
(1,136
|
)
|
|
(9,997
|
)
|
|
(11,133
|
)
|
|||
Asset impairment
|
(898
|
)
|
|
—
|
|
|
(898
|
)
|
|||
Translation adjustments and other
|
(7
|
)
|
|
59
|
|
|
52
|
|
|||
Balance, November 30, 2012
|
$
|
603
|
|
|
$
|
6,429
|
|
|
$
|
7,032
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee
Severance and
Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2011
|
$
|
4,913
|
|
|
$
|
698
|
|
|
$
|
5,611
|
|
Costs incurred
|
(1,269
|
)
|
|
—
|
|
|
(1,269
|
)
|
|||
Cash disbursements
|
(3,878
|
)
|
|
(412
|
)
|
|
(4,290
|
)
|
|||
Translation adjustments and other
|
234
|
|
|
(11
|
)
|
|
223
|
|
|||
Balance, November 30, 2012
|
$
|
—
|
|
|
$
|
275
|
|
|
$
|
275
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
U.S.
|
$
|
31,469
|
|
|
$
|
84,218
|
|
|
$
|
82,575
|
|
Foreign
|
18,167
|
|
|
16,504
|
|
|
12,659
|
|
|||
Total
|
$
|
49,636
|
|
|
$
|
100,722
|
|
|
$
|
95,234
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
5,779
|
|
|
$
|
20,283
|
|
|
$
|
17,080
|
|
State
|
883
|
|
|
2,017
|
|
|
2,452
|
|
|||
Foreign
|
5,970
|
|
|
5,131
|
|
|
5,392
|
|
|||
Total current
|
12,632
|
|
|
27,431
|
|
|
24,924
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
5,047
|
|
|
6,116
|
|
|
8,329
|
|
|||
State
|
45
|
|
|
277
|
|
|
274
|
|
|||
Foreign
|
(692
|
)
|
|
556
|
|
|
(861
|
)
|
|||
Total deferred
|
4,400
|
|
|
6,949
|
|
|
7,742
|
|
|||
Total
|
$
|
17,032
|
|
|
$
|
34,380
|
|
|
$
|
32,666
|
|
|
Fiscal Year Ended
|
|||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
|||
Tax at U.S. Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign rate differences
|
(1.3
|
)
|
|
1.1
|
|
|
(0.7
|
)
|
State income taxes, net
|
(0.2
|
)
|
|
1.6
|
|
|
2.5
|
|
Research credits
|
(0.1
|
)
|
|
(1.4
|
)
|
|
(0.2
|
)
|
Domestic production activities deduction
|
(2.1
|
)
|
|
(2.0
|
)
|
|
(1.5
|
)
|
Tax-exempt interest
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
Nondeductible stock-based compensation
|
4.5
|
|
|
1.7
|
|
|
1.8
|
|
Nonrecurring benefit from change in estimate from earnings and profits
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
Other
|
(1.1
|
)
|
|
(1.6
|
)
|
|
1.0
|
|
Total
|
34.3
|
%
|
|
34.2
|
%
|
|
34.2
|
%
|
|
November 30, 2012
|
|
November 30, 2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
768
|
|
|
$
|
1,230
|
|
Other current assets
|
786
|
|
|
780
|
|
||
Capitalized research costs
|
231
|
|
|
1,360
|
|
||
Accrued compensation
|
4,657
|
|
|
3,258
|
|
||
Accrued liabilities and other
|
10,527
|
|
|
9,018
|
|
||
Deferred revenue
|
129
|
|
|
1,540
|
|
||
Stock-based compensation
|
8,122
|
|
|
8,908
|
|
||
Depreciation and amortization
|
5,533
|
|
|
—
|
|
||
Tax credit and loss carryforwards
|
39,216
|
|
|
54,350
|
|
||
Gross deferred tax assets
|
69,969
|
|
|
80,444
|
|
||
Valuation allowance
|
(14,316
|
)
|
|
(23,734
|
)
|
||
Total deferred tax assets
|
55,653
|
|
|
56,710
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill
|
(13,819
|
)
|
|
(10,629
|
)
|
||
Depreciation and amortization
|
—
|
|
|
(3,795
|
)
|
||
Total deferred tax liabilities
|
(13,819
|
)
|
|
(14,424
|
)
|
||
Total
|
$
|
41,834
|
|
|
$
|
42,286
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2012
|
|
November 30, 2011
|
|
November 30, 2010
|
||||||
Balance, beginning of year
|
$
|
2,631
|
|
|
$
|
2,294
|
|
|
$
|
3,914
|
|
Tax positions related to current year
|
79
|
|
|
445
|
|
|
442
|
|
|||
Settlements with tax authorities
|
—
|
|
|
—
|
|
|
(1,736
|
)
|
|||
Tax positions acquired
|
—
|
|
|
—
|
|
|
200
|
|
|||
Lapses due to expiration of the statute of limitations
|
(518
|
)
|
|
(108
|
)
|
|
(526
|
)
|
|||
Balance, end of year
|
$
|
2,192
|
|
|
$
|
2,631
|
|
|
$
|
2,294
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Income from continuing operations
|
$
|
32,604
|
|
|
$
|
66,342
|
|
|
$
|
62,568
|
|
Weighted average shares outstanding
|
62,881
|
|
|
65,705
|
|
|
63,957
|
|
|||
Dilutive impact from common stock equivalents
|
860
|
|
|
1,835
|
|
|
2,255
|
|
|||
Diluted weighted average shares outstanding
|
63,741
|
|
|
67,540
|
|
|
66,212
|
|
|||
Basic earnings per share from continuing operations
|
$
|
0.52
|
|
|
$
|
1.01
|
|
|
$
|
0.98
|
|
Diluted earnings per share from continuing operations
|
$
|
0.51
|
|
|
$
|
0.98
|
|
|
$
|
0.94
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Revenue:
|
|
|
|
|
|
||||||
Core segment
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
$
|
351,610
|
|
Non-Core segment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
$
|
351,610
|
|
Income (loss) from operations:
|
|
|
|
|
|
||||||
Core segment
|
$
|
111,276
|
|
|
$
|
161,900
|
|
|
$
|
173,662
|
|
Non-Core segment
|
(27,030
|
)
|
|
(32,306
|
)
|
|
(39,149
|
)
|
|||
Unallocated items:
|
|
|
|
|
|
||||||
Amortization of acquired intangibles
|
(2,221
|
)
|
|
(3,566
|
)
|
|
(8,583
|
)
|
|||
Stock-based compensation
|
(20,111
|
)
|
|
(20,108
|
)
|
|
(12,721
|
)
|
|||
Transition expenses
|
—
|
|
|
(760
|
)
|
|
(352
|
)
|
|||
Restructuring expenses
|
(8,100
|
)
|
|
(3,383
|
)
|
|
(22,711
|
)
|
|||
Acquisition-related expenses
|
(215
|
)
|
|
(536
|
)
|
|
—
|
|
|||
Stock option investigation expense
|
—
|
|
|
—
|
|
|
1,330
|
|
|||
Litigation settlement
|
(900
|
)
|
|
—
|
|
|
—
|
|
|||
Proxy contest-related costs
|
(3,259
|
)
|
|
—
|
|
|
—
|
|
|||
Total income from operations
|
$
|
49,440
|
|
|
$
|
101,241
|
|
|
$
|
91,476
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
Software licenses
|
$
|
113,270
|
|
|
$
|
125,966
|
|
|
$
|
125,680
|
|
Maintenance
|
208,846
|
|
|
217,372
|
|
|
209,073
|
|
|||
Professional services
|
13,089
|
|
|
17,366
|
|
|
16,857
|
|
|||
Total
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
$
|
351,610
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2012 |
|
November 30,
2011 |
|
November 30,
2010 |
||||||
North America
|
$
|
146,374
|
|
|
$
|
146,572
|
|
|
$
|
142,046
|
|
EMEA
|
131,151
|
|
|
153,206
|
|
|
146,643
|
|
|||
Latin America
|
31,407
|
|
|
34,349
|
|
|
36,302
|
|
|||
Asia Pacific
|
26,273
|
|
|
26,577
|
|
|
26,619
|
|
|||
Total
|
$
|
335,205
|
|
|
$
|
360,704
|
|
|
$
|
351,610
|
|
(in thousands, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year 2012:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
87,213
|
|
|
$
|
78,404
|
|
|
$
|
78,317
|
|
|
$
|
91,271
|
|
Gross profit
|
76,562
|
|
|
67,804
|
|
|
67,092
|
|
|
80,184
|
|
||||
Income from operations
|
19,221
|
|
|
6,122
|
|
|
8,405
|
|
|
15,692
|
|
||||
Income from continuing operations
|
11,949
|
|
|
4,527
|
|
|
5,353
|
|
|
10,775
|
|
||||
Net income (loss)
|
7,489
|
|
|
(1,908
|
)
|
|
5,838
|
|
|
36,025
|
|
||||
Basic earnings per share from continuing operations
|
0.19
|
|
|
0.07
|
|
|
0.08
|
|
|
0.17
|
|
||||
Diluted earnings per share from continuing operations
|
0.19
|
|
|
0.07
|
|
|
0.08
|
|
|
0.17
|
|
||||
Fiscal year 2011:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
87,524
|
|
|
$
|
90,955
|
|
|
$
|
88,681
|
|
|
$
|
93,544
|
|
Gross profit
|
76,656
|
|
|
79,207
|
|
|
77,037
|
|
|
82,536
|
|
||||
Income from operations
|
23,823
|
|
|
27,566
|
|
|
21,430
|
|
|
28,422
|
|
||||
Income from continuing operations
|
16,263
|
|
|
18,432
|
|
|
14,426
|
|
|
17,221
|
|
||||
Net income
|
20,476
|
|
|
17,919
|
|
|
9,059
|
|
|
12,175
|
|
||||
Basic earnings per share from continuing operations
|
0.24
|
|
|
0.28
|
|
|
0.22
|
|
|
0.27
|
|
||||
Diluted earnings per share from continuing operations
|
0.23
|
|
|
0.27
|
|
|
0.21
|
|
|
0.27
|
|
|
Income from continuing operations
|
|
Net income
|
|
Basic earnings per shares from continuing operations
|
|
Diluted earnings per share from continuing operations
|
||||||||
First quarter:
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
$
|
—
|
|
|
$
|
20,521
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of discontinued operations
|
16,308
|
|
|
—
|
|
|
0.24
|
|
|
0.23
|
|
||||
Adjustment
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||
As corrected
|
$
|
16,263
|
|
|
$
|
20,476
|
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Second quarter:
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
$
|
—
|
|
|
$
|
17,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of discontinued operations
|
18,473
|
|
|
—
|
|
|
0.28
|
|
|
0.27
|
|
||||
Adjustment
|
(41
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
||||
As corrected
|
$
|
18,432
|
|
|
$
|
17,919
|
|
|
$
|
0.28
|
|
|
$
|
0.27
|
|
Third quarter:
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
$
|
—
|
|
|
$
|
8,601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of discontinued operations
|
13,968
|
|
|
—
|
|
|
0.21
|
|
|
0.21
|
|
||||
Adjustment
|
458
|
|
|
458
|
|
|
0.01
|
|
|
0.01
|
|
||||
As corrected
|
$
|
14,426
|
|
|
$
|
9,059
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
Fourth quarter:
|
|
|
|
|
|
|
|
||||||||
As previously reported
|
$
|
—
|
|
|
$
|
11,679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of discontinued operations
|
16,725
|
|
|
—
|
|
|
0.27
|
|
|
0.26
|
|
||||
Adjustment
|
496
|
|
|
496
|
|
|
0.01
|
|
|
0.01
|
|
||||
As corrected
|
$
|
17,221
|
|
|
$
|
12,175
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
•
|
The employment with the company of the sales representatives and the former regional sales directors involved in the above described transactions has terminated; and
|
•
|
The implementation of a formalized and centralized deal review process in Asia Pacific and EMEA to which individuals within our sales, finance, revenue operations, credit and collections and legal functions participate.
|
•
|
Expansion of the existing sales employee certification process and the withholding of commission payments to sales employees until all certifications have been received;
|
•
|
Deal-specific certifications from sales employees;
|
•
|
Directed and more frequent communication from senior management regarding inappropriate business arrangements and grounds for termination;
|
•
|
Improved training for sales and other employees, with a focus on revenue recognition; and
|
•
|
Improved communication within the sales organization to reinforce adherence to our policies and procedures.
|
Name
|
|
Age
|
|
Position
|
|
Joseph A. Andrews
|
|
56
|
|
|
Senior Vice President, Human Resources
|
Antonio J. Aquilina
|
|
45
|
|
|
Senior Vice President, Strategy and Corporate Development
|
John Bates
|
|
42
|
|
|
Chief Technology Officer and Decision Analytics Business Line Leader
|
Michael Benedict
|
|
40
|
|
|
Vice President, Data Connectivity Business Line Leader
|
David A. Benson
|
|
53
|
|
|
Executive Vice President and Chief Information Officer
|
Melissa H. Cruz*
|
|
50
|
|
|
Senior Vice President, Finance and Administration and Chief Financial Officer
|
Stephen H. Faberman
|
|
43
|
|
|
Vice President, General Counsel
|
John P. Goodson
|
|
48
|
|
|
Senior Vice President, Product Engineering
|
Karen Padir
|
|
44
|
|
|
Senior Vice President, Application Development Business Line Leader
|
Philip M. Pead*
|
|
60
|
|
|
President and Chief Executive Officer
|
Jennifer Smith
|
|
37
|
|
|
Vice President, Chief Marketing Officer
|
Andy Zupsic*
|
|
50
|
|
|
Senior Vice President, Global Field Operations
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted-average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
|
|
Number of
Securities
Remaining
Available
For
Future
Issuance
|
|
||||
Equity compensation plans approved by shareholders
(1)
|
|
3,908
|
|
(2)
|
$
|
19.57
|
|
|
5,811
|
|
(3)
|
Equity compensation plans not approved by shareholders
(4)
|
|
1,296
|
|
|
21.26
|
|
|
1,088
|
|
|
|
Total
|
|
5,204
|
|
|
$
|
19.99
|
|
|
6,899
|
|
|
(1)
|
Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan and 1991 Employee Stock Purchase Plan (ESPP).
|
(2)
|
Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
|
(3)
|
Includes
1,211,000
shares available for future issuance under the ESPP.
|
(4)
|
Consists of the 2002 Nonqualified Stock Plan and the 2004 Inducement Plan described below.
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
November 30, 2012
and
2011
|
•
|
Consolidated Statements of Income for the years ended
November 30, 2012
,
2011
and
2010
|
•
|
Consolidated Statements of Shareholders’ Equity for the years ended
November 30, 2012
,
2011
and
2010
|
•
|
Consolidated Statements of Cash Flows for the years ended
November 30, 2012
,
2011
and
2010
|
•
|
Notes to Consolidated Financial Statements
|
3.1
|
Restated Articles of Organization, as amended (1)
|
3.2
|
By-Laws, as amended and restated (2)
|
4.1
|
Specimen certificate for the Common Stock (3)
|
10.1*
|
1992 Incentive and Nonqualified Stock Option Plan (4)
|
10.2*
|
1994 Stock Incentive Plan (5)
|
10.3*
|
1997 Stock Incentive Plan, as amended and restated
|
10.4*
|
Employee Retention and Motivation Agreement as amended and restated, executed by each of the Executive Officers (other than the Chief Executive Officer) (6)
|
10.5*
|
2002 Nonqualified Stock Plan, as amended and restated (7)
|
10.6*
|
2004 Inducement Stock Plan, as amended and restated (8)
|
10.7*
|
Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated (9)
|
10.8*
|
Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated (10)
|
10.9*
|
Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (11)
|
10.10*
|
Progress Software Corporation Corporate Executive Bonus Plan
|
10.11*
|
Progress Software Corporation 2012 Fiscal Year Non-Employee Directors Compensation Program
|
10.12*
|
Form of Deferred Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (12)
|
10.13*
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Initial Grant) (13)
|
10.14*
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Annual Grant) (14)
|
10.15.1*
|
Employment Letter Agreement, dated May 12, 2009, by and between Progress Software Corporation and Barry N. Bycoff regarding the terms of Mr. Bycoff’s employment as Executive Chairman of the Board of Directors of Progress Software Corporation (15)
|
10.15.2*
|
Letter Agreement, dated January 15, 2010, by and between Progress Software Corporation and Barry N. Bycoff regarding the extension of Mr. Bycoff’s employment as Executive Chairman of the Board of Directors of Progress Software Corporation (16)
|
10.16*
|
Employment Letter, dated as of May 12, 2009, between Progress Software Corporation and Richard D. Reidy (17)
|
10.17*
|
Amended and Restated Employee Retention and Motivation Agreement, dated as of October 13, 2009, by and between Progress Software Corporation and Richard D. Reidy (18)
|
10.18*
|
Severance Agreement, dated as of October 13, 2009, between Progress Software Corporation and Richard D. Reidy (19)
|
10.18.1*
|
Letter Agreement, dated July 31, 2011, amending Separation Agreement, dated as of October 13, 2009, between Progress Software Corporation and Richard D. Reidy (20)
|
10.19*
|
Separation Agreement, dated as of June 30, 2009, between Progress Software Corporation and Joseph W. Alsop (21)
|
10.20*
|
Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (22)
|
10.21*
|
Separation Agreement, dated as of March 31, 2010, between Progress Software Corporation and Jeffrey Stamen (23)
|
10.22*
|
Employment Letter, dated as of October 15, 2010, by and between Progress Software Corporation and Charles F. Wagner, Jr. (24)
|
10.23*
|
Letter Agreement, dated November 12, 2010, by and between Progress Software Corporation and Norman R. Robertson (25)
|
10.24*
|
Employment Agreement, dated as of December 5, 2011, by and between Progress Software Corporation and Jay H. Bhatt (26)
|
10.25*
|
Employee Retention and Motivation Agreement, dated as of December 5, 2011, by and between Progress Software Corporation and Jay H. Bhatt (27)
|
10.26*
|
Form of Executive Severance Agreement, executed by each of the Executive Officers other than the Chief Executive Officer (28)
|
10.27*
|
Credit Agreement, dated as of August 15, 2011, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and RBS Citizens, N.A., as Syndication Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger (29)
|
10.28*
|
Separation Agreement, dated March 22, 2012, between Progress Software Corporation and Charles F. Wagner, Jr. (30)
|
10.29*
|
Employment Agreement, dated July 10, 2012, by and between Progress Software Corporation and Melissa H. Cruz (31)
|
10.30*
|
Employment Agreement, dated December 7, 2012, by and between Progress Software Corporation and Philip M. Pead (32)
|
10.31*
|
Employee Retention and Motivation Agreement, dated as of December 7, 2012, by and between Progress Software Corporation and Philip M. Pead (33)
|
10.32*
|
Employment Agreement, dated January 1, 2013, by and between Progress Software Corporation and Chris E. Perkins (34)
|
21.1
|
List of Subsidiaries of the Registrant
|
23.1
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
|
31.1
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Philip M. Pead
|
31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Melissa H. Cruz
|
32.1
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101**
|
The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of November 30, 2012 and 2011, (ii) Consolidated Statements of Income for the years ended November 30, 2012, 2011 and 2010, (iii) Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2012, 2011 and 2010, and (iv) Consolidated Statements of Cash Flows for the years ended November 30, 2012, 2011 and 2010.
|
(1)
|
Incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended November 30, 2011.
|
(2)
|
Incorporated by reference to Exhibit 3.1 of Form 8-K filed September 22, 2008.
|
(3)
|
Incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K for the year ended November 30, 2011.
|
(4)
|
Incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K for the year ended November 30, 2009.
|
(5)
|
Incorporated by reference to Exhibit 10.2 of our Annual Report on Form 10-K for the year ended November 30, 2009.
|
(6)
|
Incorporated by reference to Exhibit 10.1 of Form 8-K filed January 6, 2009.
|
(7)
|
Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010.
|
(8)
|
Incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010.
|
(9)
|
Incorporated by reference to Annex B to our definitive Proxy Statement filed April 20, 2012.
|
(10)
|
Incorporated by reference to Annex A to our definitive Proxy Statement filed March 26, 2010.
|
(11)
|
Incorporated by reference to Exhibit 10.2 of Form 8-K filed on April 28, 2008.
|
(12)
|
Incorporated by reference to Exhibit 10.5 of Form 8-K filed on April 28, 2008
|
(13)
|
Incorporated by reference to Exhibit 10.3 of Form 8-K filed on April 28, 2008.
|
(14)
|
Incorporated by reference to Exhibit 10.4 of Form 8-K filed on April 28, 2008.
|
(15)
|
Incorporated by reference to Exhibit 10.21 to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2009.
|
(16)
|
Incorporated by reference to Exhibit 10.16.2 to our Annual Report on Form 10-K for the year ended November 30, 2009.
|
(17)
|
Incorporated by reference to Exhibit 10.22 to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2009.
|
(18)
|
Incorporated by reference to Exhibit 10.2 of Form 8-K/A filed on October 19, 2009.
|
(19)
|
Incorporated by reference to Exhibit 10.1 of Form 8-K/A filed on October 19, 2009.
|
(20)
|
Incorporated by reference to Exhibit 10.2 of Form 8-K filed on August 1, 2011.
|
(21)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended August 30, 2009.
|
(22)
|
Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended November 30, 2009
|
(23)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010.
|
(24)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 12, 2010.
|
(25)
|
Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 12, 2010.
|
(26)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 28, 2011.
|
(27)
|
Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 28, 2011.
|
(28)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 8, 2011.
|
(29)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 18, 2011.
|
(30)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended February 29, 2012.
|
(31)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 20, 2012.
|
(32)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 13, 2012.
|
(33)
|
Incorporate by reference to Exhibit 10.2 to Form 8-K filed on December 13, 2012
|
(34)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 8, 2013.
|
*
|
Management contract or compensatory plan or arrangement in which an executive officer or director of Progress Software participates.
|
**
|
Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
PROGRESS SOFTWARE CORPORATION
|
|
|
|
By:
|
/s/ PHILIP M. PEAD
|
|
Philip M. Pead
|
|
President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ PHILIP M. PEAD
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President and Chief Executive Officer
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January 29, 2013
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Philip M. Pead
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(Principal Executive Officer)
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/s/ MELISSA H. CRUZ
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Senior Vice President, Finance and
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January 29, 2013
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Melissa H. Cruz
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Administration and Chief Financial Officer
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(Principal Financial Officer)
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/s/ PAUL A. JALBERT
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Vice President, Corporate Controller and Chief
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January 29, 2013
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Paul A. Jalbert
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Accounting Officer
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(Principal Accounting Officer)
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/s/ BARRY N. BYCOFF
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Director
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January 29, 2013
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Barry N. Bycoff
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/s/ JOHN R. EGAN
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Non-Executive Chairman
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January 29, 2013
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John R. Egan
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/s/ RAM GUPTA
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Director
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January 29, 2013
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Ram Gupta
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/s/ CHARLES F. KANE
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Director
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January 29, 2013
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Charles F. Kane
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/s/ DAVID A. KRALL
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Director
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January 29, 2013
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David A. Krall
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/s/ MICHAEL L. MARK
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Director
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January 29, 2013
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Michael L. Mark
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Section 1.
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GENERAL PURPOSE OF THE PLAN; DEFINITIONS.
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Section 2.
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ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS
.
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Section 3.
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SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
.
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Section 4.
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ELIGIBILITY
.
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Section 5.
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STOCK OPTIONS
.
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Section 6.
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CONDITIONED STOCK AWARDS
.
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Section 7.
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UNRESTRICTED STOCK AWARDS
.
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Section 8.
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DEFERRED STOCK AWARDS
.
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Section 9.
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PERFORMANCE SHARE AWARDS
.
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Section 10.
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STOCK APPRECIATION RIGHTS
.
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Section 11.
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DIVIDEND EQUIVALENT RIGHTS
.
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Section 12.
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TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
.
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Section 13.
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TAX WITHHOLDING
.
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Section 14.
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TRANSFER, LEAVE OF ABSENCE, ETC
.
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Section 15.
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AMENDMENTS AND TERMINATION
.
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Section 16.
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STATUS OF PLAN
.
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Section 17.
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ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A
.
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Section 18.
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CHANGE OF CONTROL PROVISIONS
.
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Section 19.
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GENERAL PROVISIONS
.
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Section 20.
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EFFECTIVE DATE OF PLAN
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Section 21.
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GOVERNING LAW
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A.
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Amounts of 2012 Fiscal Year Compensation
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• Additional Board Retaining (cash):
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$75,000
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• Additional Annual Non-Executive Chairman Retainer (cash):
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$37,500
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• Committee fees (cash):
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Audit Committee:
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$25,000 for Chair
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$20,000 for Members
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Nominating and Corporation
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$12,500 for Chair
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Governance Committee:
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$10,000 for Members
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Compensation Committee:
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$20,000 for Chair
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$15,000 for Members
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Special Committees:
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$25,000 for Chair
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(while in use)
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$20,000 for Members
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•
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$200,000 to be delivered in one installment (as set forth below under “Timing”), consisting of a combination of Options and Director Restricted Stock Units (“RSUs”). The split between Options and RSUs will be determined by each Director individually by written election made at least seven (7) calendar days in advance of the issuance of the Equity Component.
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•
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The annual election will be expressed as a percentage of the total Equity Component (e.g., 50% in Options and 50% in RSUs) and may consist of all Options, all RSUs or any combination thereof. Such election will be irrevocable. If a Director fails to make a timely election, the Corporation will apply a 50/50 split between Options and RSUs with respect to that Director.
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•
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The number of Options to be issued will be determined by dividing the percentage elected by the Director by the Black-Scholes value on the grant date. Options will vest in a single installment on December 1, 2012, subject to continued service on the Board, with full acceleration upon a change in control.
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•
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The number of RSUs to be issued will be determined by dividing the percentage of RSUs elected by the Director by the fair market value of Company common stock on the date of issuance. The RSUs will be full value shares of Company common stock and will vest in a single installment on December 1, 2012, subject to continued service on the Board, with full acceleration upon a change in control.
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•
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Annual fiscal year cash compensation will be paid in one installment at the Compensation Committee meeting in April (or such later time as the Company’s Annual Meeting of Shareholders occurs). Amounts paid will be pro-rated for partial year service, with a fractional month of service rounded to a whole month. Accordingly, if a Director resigns from the Board, is removed from the Board by a vote, is removed from the Board due to a change in control, or dies in office, he or she is paid a pro-rated amount for service through date of termination of service. Similarly a Director who joins the Board other than on the first day of the fiscal year will be paid a pro-rated amount of the annual fiscal year compensation. The same proration rule will also apply to any partial year service on any committee.
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Jurisdiction
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Name
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North America
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Barbados
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Progress Software International Sales Corporation
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California
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Corticon Technologies, Inc.
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California
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Netfish Technologies, Inc.
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California
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OpenAccess Software Inc.
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California
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Savvion, Inc.
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Canada
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Actional Technologies, Ltd.
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Canada
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NEON Systems Quebec, Inc.
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Canada
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NEON Systems Canada Inc.
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Canada
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Object Oriented Concepts, Inc.
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Canada
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Progress Software Corporation of Canada Ltd.
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Canada
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PeerDirect Company
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Canada
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Walkby Wireless Inc.
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Delaware
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Apama Inc.
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Delaware
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Actional Corporation
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Delaware
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Falcon Asset Acquisition Corporation
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Delaware
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FuseSource Corp.
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Delaware
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IONA Government Technologies, Inc.
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Delaware
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NEON Systems, Inc.
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Delaware
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Netfish Technologies, Inc.
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Delaware
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Nusphere Corporation
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Delaware
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Object Oriented Concepts, Inc.
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Delaware
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Pantero Corporation
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Delaware
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PeerDirect Corporation
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Delaware
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Persistence Software Inc.
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Delaware
|
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Progress Software International Corporation
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Delaware
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Progress Software Corporation
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Delaware
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Savvion International Corporation
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Delaware
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Xcalia Corp.
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Massachusetts
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DataDirect Technologies Corp.
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Massachusetts
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Oak Park Realty LLC
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Massachusetts
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Oak Park Realty Two LLC
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Massachusetts
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Progress Development Corporation II
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Massachusetts
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Progress Security Corporation
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Pennsylvania
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Genesis Development Corporation
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Europe
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Austria
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Progress Software GesmbH
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Belgium
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DataDirect Technologies NV
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Belgium
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IONA Technologies (Belgium), SA
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Belgium
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Progress Software NV
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Czech Republic
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Progress Software spol. s.r.o.
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Denmark
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Progress Software A/S
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Finland
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Progress Software Oy.
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France
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IONA Technologies, SARL
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France
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Object Design
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France
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Progress Software S.A.S.
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France
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Xcalia SA
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Germany
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Progress Software GmbH
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Germany
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Sonic Software GmbH
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Ireland
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IONA Technologies Limited
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Ireland
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IONA Research (IRL) Ltd.
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Ireland
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Orbix Limited
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Ireland
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SPK Acquisitions Limited
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Italy
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Progress Software Italy S.r.l.
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Netherlands
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Progress Software B.V.
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Netherlands
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Progress Software Europe B.V.
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Netherlands
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Savvion B.V.
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Norway
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Progress Software A/S
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Poland
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Progress Software Sp. z.o o.
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Spain
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IONA Technologies Spain SL
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Spain
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Progress Software S.L.U.
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Sweden
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Progress Software Svenska AB
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Switzerland
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IONA Technologies (Schweiz) AG
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Switzerland
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Progress Software AG
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United Kingdom
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Apama Limited
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United Kingdom
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DataDirect Technologies Ltd.
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United Kingdom
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NEON Systems UK Ltd
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United Kingdom
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Persistence Software Ltd.
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United Kingdom
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Progress Software Limited
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United Kingdom
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Sonic Software (UK) Limited
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Latin America
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Argentina
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Progress Software de Argentina S.A.
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Brazil
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Progress Software do Brasil Ltda.
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Chile
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Progress Software de Chile S.A.
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Colombia
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Progress Software de Colombia S.A.
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Mexico
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Progress Software, S.A. de C.V.
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Venezuela
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Progress Software de Venezuela C.A.
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Asia Pacific
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Australia
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IONA Technologies Asia Pacific Pty.
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Australia
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Object Oriented Concepts Pty. Limited
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Australia
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Progress Software Pty. Ltd.
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China
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Progress (Shanghai) Software System Company Limited
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Hong Kong
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IONA Technologies China Limited
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Hong Kong
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Progress Software Corporation Limited
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India
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Progress Software Development Private Limited
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India
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Progress Solutions India Private Limited
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Japan
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Progress Japan KK
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Malaysia
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Progress Software (M) Sdn Bhd
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Singapore
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IONA Technologies Singapore PTE Ltd.
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Singapore
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Progress Software Corporation (S) Pte. Ltd.
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South Africa
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Progress Software (Pty) Ltd.
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Other
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Cayman Islands
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IONA Technologies Finance
|
/s/ PHILIP M. PEAD
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Philip M. Pead
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/s/ MELISSA H. CRUZ
|
Melissa H. Cruz
|
/s/ PHILIP M. PEAD
|
|
/s/ MELISSA H. CRUZ
|
||
President and Chief Executive Officer
|
|
Senior Vice President, Finance and Administration and Chief Financial Officer
|
||
|
||||
|
|
|
|
|
Date:
|
January 29, 2013
|
|
Date:
|
January 29, 2013
|