|
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
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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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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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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changes in demand for our products;
|
•
|
introduction, enhancement or announcement of products by us or our competitors;
|
•
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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.
|
•
|
if new or current customers desire only perpetual licenses, we may not be successful in selling subscriptions;
|
•
|
although we intend to support our perpetual license business, the increased emphasis on a cloud strategy may raise concerns among our installed customer base;
|
•
|
we may be unsuccessful in achieving our target pricing;
|
•
|
our revenues might decline over the short or long term as a result of this strategy;
|
•
|
our relationships with existing partners that resell perpetual licenses may be damaged; and
|
•
|
we may incur costs at a higher than forecasted rate as we enhance and expand our cloud operations.
|
|
Fiscal Year Ended
|
||||||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
24.50
|
|
|
$
|
19.89
|
|
|
$
|
24.18
|
|
|
$
|
17.01
|
|
Second quarter
|
$
|
24.40
|
|
|
$
|
20.41
|
|
|
$
|
24.76
|
|
|
$
|
18.90
|
|
Third quarter
|
$
|
26.03
|
|
|
$
|
21.00
|
|
|
$
|
21.16
|
|
|
$
|
17.30
|
|
Fourth quarter
|
$
|
26.95
|
|
|
$
|
24.15
|
|
|
$
|
22.24
|
|
|
$
|
17.45
|
|
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) (2)
|
||||||
September 2013
|
|
611
|
|
|
$
|
25.19
|
|
|
611
|
|
|
$
|
18,800
|
|
October 2013
|
|
641
|
|
|
25.98
|
|
|
641
|
|
|
2,145
|
|
||
November 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||
Total
|
|
1,252
|
|
|
$
|
25.59
|
|
|
1,252
|
|
|
$
|
2,145
|
|
(1)
|
In April 2012, our Board of Directors authorized the repurchase of $350.0 million of our common stock through fiscal year 2013, and in October 2012, under the authorization, we announced the adoption of a Rule 10b5-1 plan to repurchase up to $250.0 million of our common stock through June 30, 2013, or earlier. We completed the plan in May 2013, having repurchased
11.7 million
shares for
$250.0 million
. In July 2013, our Board of Directors increased the authorization to $360.0 million, and we launched a new Rule 10b5-1 plan to repurchase up to $100.0 million of our common stock through December 31, 2013, or earlier. We completed this plan in October 2013, having repurchased
4.0 million
shares for
$100.0 million
. Through November 30, 2013, we have repurchased a total of 16.1 million shares for $357.9 million under the $360.0 million authorization.
|
(2)
|
In January 2014, our Board of Directors authorized a new $100.0 million share repurchase program, which is not reflected in the above table. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time.
|
November 30,
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Progress Software Corporation
|
|
$
|
100.00
|
|
|
$
|
113.11
|
|
|
$
|
180.97
|
|
|
$
|
143.55
|
|
|
$
|
141.72
|
|
|
$
|
185.62
|
|
NASDAQ Composite
|
|
100.00
|
|
|
139.66
|
|
|
162.69
|
|
|
170.64
|
|
|
196.03
|
|
|
264.39
|
|
||||||
NASDAQ Computer
|
|
100.00
|
|
|
161.91
|
|
|
191.56
|
|
|
206.98
|
|
|
232.05
|
|
|
293.23
|
|
Year Ended November 30,
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Revenue
|
|
$
|
333,996
|
|
|
$
|
317,612
|
|
|
$
|
333,610
|
|
|
$
|
329,786
|
|
|
$
|
327,895
|
|
Income from operations
|
|
63,740
|
|
|
67,789
|
|
|
108,712
|
|
|
109,816
|
|
|
84,487
|
|
|||||
Income from continuing operations
|
|
39,777
|
|
|
44,954
|
|
|
71,389
|
|
|
74,551
|
|
|
52,626
|
|
|||||
Net income
|
|
74,907
|
|
|
47,444
|
|
|
59,629
|
|
|
48,098
|
|
|
33,280
|
|
|||||
Basic earnings per share from continuing operations
|
|
0.73
|
|
|
0.71
|
|
|
1.09
|
|
|
1.17
|
|
|
0.87
|
|
|||||
Diluted earnings per share from continuing operations
|
|
0.72
|
|
|
0.71
|
|
|
1.06
|
|
|
1.13
|
|
|
0.85
|
|
|||||
Cash, cash equivalents and short-term investments
|
|
231,440
|
|
|
355,217
|
|
|
261,416
|
|
|
322,396
|
|
|
224,121
|
|
|||||
Total assets
|
|
682,187
|
|
|
884,977
|
|
|
864,263
|
|
|
939,393
|
|
|
801,633
|
|
|||||
Long-term debt, including current portion
|
|
—
|
|
|
—
|
|
|
357
|
|
|
664
|
|
|
1,022
|
|
|||||
Shareholders’ equity
|
|
513,654
|
|
|
638,399
|
|
|
625,110
|
|
|
690,274
|
|
|
557,867
|
|
|
|
|
|
|
Percentage Change
|
|||||||||
|
Percentage of Total Revenue
|
|
2013 Compared to 2012
|
|
2012 Compared to 2011
|
|||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||||
Software licenses
|
37
|
%
|
|
34
|
%
|
|
33
|
%
|
|
15
|
%
|
|
(3
|
)%
|
Maintenance and services
|
63
|
|
|
66
|
|
|
67
|
|
|
—
|
|
|
(6
|
)
|
Total revenue
|
100
|
|
|
100
|
|
|
100
|
|
|
5
|
|
|
(5
|
)
|
Costs of revenue:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of software licenses
|
2
|
|
|
2
|
|
|
1
|
|
|
19
|
|
|
24
|
|
Cost of maintenance and services
|
8
|
|
|
9
|
|
|
9
|
|
|
(10
|
)
|
|
(1
|
)
|
Amortization of acquired intangibles
|
—
|
|
|
—
|
|
|
1
|
|
|
103
|
|
|
(67
|
)
|
Total costs of revenue
|
10
|
|
|
11
|
|
|
11
|
|
|
(4
|
)
|
|
(1
|
)
|
Gross profit
|
90
|
|
|
89
|
|
|
89
|
|
|
6
|
|
|
(5
|
)
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Sales and marketing
|
32
|
|
|
31
|
|
|
25
|
|
|
7
|
|
|
18
|
|
Product development
|
17
|
|
|
14
|
|
|
11
|
|
|
29
|
|
|
16
|
|
General and administrative
|
17
|
|
|
20
|
|
|
19
|
|
|
(10
|
)
|
|
—
|
|
Amortization of acquired intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
60
|
|
Restructuring expenses
|
4
|
|
|
2
|
|
|
1
|
|
|
66
|
|
|
118
|
|
Acquisition-related expenses
|
1
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
(60
|
)
|
Total operating expenses
|
71
|
|
|
67
|
|
|
56
|
|
|
10
|
|
|
13
|
|
Income from operations
|
19
|
|
|
21
|
|
|
33
|
|
|
(6
|
)
|
|
(38
|
)
|
Other income (expense)
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
Income from continuing operations before income taxes
|
19
|
|
|
21
|
|
|
33
|
|
|
(8
|
)
|
|
(37
|
)
|
Provision for income taxes
|
7
|
|
|
7
|
|
|
11
|
|
|
—
|
|
|
(37
|
)
|
Income from continuing operations
|
12
|
|
|
14
|
|
|
22
|
|
|
(12
|
)
|
|
(37
|
)
|
Income (loss) from discontinued operations, net
|
11
|
|
|
1
|
|
|
(4
|
)
|
|
*
|
|
|
121
|
|
Net income
|
23
|
%
|
|
15
|
%
|
|
18
|
%
|
|
58
|
%
|
|
(20
|
)%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
333,996
|
|
|
$
|
317,612
|
|
|
5
|
%
|
|
6
|
%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
122,312
|
|
|
$
|
106,626
|
|
|
15
|
%
|
|
15
|
%
|
As a percentage of total revenue
|
37
|
%
|
|
34
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
202,857
|
|
|
$
|
202,691
|
|
|
—
|
%
|
|
1
|
%
|
As a percentage of total revenue
|
61
|
%
|
|
64
|
%
|
|
|
|
|
||||
Professional services
|
$
|
8,827
|
|
|
$
|
8,295
|
|
|
6
|
%
|
|
3
|
%
|
As a percentage of total revenue
|
3
|
%
|
|
2
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
211,684
|
|
|
$
|
210,986
|
|
|
—
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
63
|
%
|
|
66
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
154,279
|
|
|
$
|
142,659
|
|
|
8
|
%
|
|
8
|
%
|
As a percentage of total revenue
|
46
|
%
|
|
45
|
%
|
|
|
|
|
||||
EMEA
|
$
|
133,600
|
|
|
$
|
125,566
|
|
|
6
|
%
|
|
5
|
%
|
As a percentage of total revenue
|
40
|
%
|
|
39
|
%
|
|
|
|
|
||||
Latin America
|
$
|
25,370
|
|
|
$
|
28,335
|
|
|
(10
|
)%
|
|
(3
|
)%
|
As a percentage of total revenue
|
8
|
%
|
|
9
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
20,747
|
|
|
$
|
21,052
|
|
|
(1
|
)%
|
|
4
|
%
|
As a percentage of total revenue
|
6
|
%
|
|
7
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
6,889
|
|
|
$
|
5,776
|
|
|
19
|
%
|
As a percentage of software license revenue
|
6
|
%
|
|
5
|
%
|
|
|
|||
As a percentage of total revenue
|
2
|
%
|
|
2
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
26,753
|
|
|
$
|
29,878
|
|
|
(10
|
)%
|
As a percentage of maintenance and services revenue
|
13
|
%
|
|
14
|
%
|
|
|
|||
As a percentage of total revenue
|
8
|
%
|
|
9
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
1,340
|
|
|
$
|
660
|
|
|
103
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
299,014
|
|
|
$
|
281,298
|
|
|
6
|
%
|
As a percentage of total revenue
|
90
|
%
|
|
89
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
105,997
|
|
|
$
|
98,838
|
|
|
7
|
%
|
As a percentage of total revenue
|
32
|
%
|
|
31
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Product development costs
|
$
|
58,172
|
|
|
$
|
44,443
|
|
|
31
|
%
|
Capitalized product development costs
|
(836
|
)
|
|
—
|
|
|
100
|
%
|
||
Total product development expense
|
$
|
57,336
|
|
|
$
|
44,443
|
|
|
29
|
%
|
As a percentage of total revenue
|
17
|
%
|
|
14
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
55,994
|
|
|
$
|
61,989
|
|
|
(10
|
)%
|
As a percentage of total revenue
|
17
|
%
|
|
20
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
760
|
|
|
$
|
820
|
|
|
(7
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Restructuring expenses
|
$
|
11,983
|
|
|
$
|
7,204
|
|
|
66
|
%
|
As a percentage of total revenue
|
4
|
%
|
|
2
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Acquisition-related expenses
|
$
|
3,204
|
|
|
$
|
215
|
|
|
1,390
|
%
|
As a percentage of total revenue
|
1
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
63,740
|
|
|
$
|
67,789
|
|
|
(6
|
)%
|
As a percentage of total revenue
|
19
|
%
|
|
21
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Interest income and other
|
$
|
1,201
|
|
|
$
|
2,574
|
|
|
(53
|
)%
|
Foreign currency loss
|
(2,158
|
)
|
|
(2,378
|
)
|
|
9
|
|
||
Total other (expense) income, net
|
$
|
(957
|
)
|
|
$
|
196
|
|
|
(588
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Provision for income taxes
|
$
|
23,006
|
|
|
$
|
23,031
|
|
|
—
|
%
|
As a percentage of total revenue
|
7
|
%
|
|
7
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2013
|
|
November 30, 2012
|
|
Percentage
Change
|
|||||
Income from continuing operations
|
$
|
39,777
|
|
|
$
|
44,954
|
|
|
(12
|
)%
|
Income (loss) from discontinued operations
|
35,130
|
|
|
2,490
|
|
|
1,311
|
%
|
||
Net income
|
$
|
74,907
|
|
|
$
|
47,444
|
|
|
58
|
%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
317,612
|
|
|
$
|
333,610
|
|
|
(5
|
)%
|
|
(2
|
)%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
106,626
|
|
|
$
|
109,966
|
|
|
(3
|
)%
|
|
(1
|
)%
|
As a percentage of total revenue
|
34
|
%
|
|
33
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
202,691
|
|
|
$
|
211,300
|
|
|
(4
|
)%
|
|
—
|
%
|
As a percentage of total revenue
|
64
|
%
|
|
63
|
%
|
|
|
|
|
||||
Professional services
|
$
|
8,295
|
|
|
$
|
12,344
|
|
|
(33
|
)%
|
|
(30
|
)%
|
As a percentage of total revenue
|
2
|
%
|
|
4
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
210,986
|
|
|
$
|
223,644
|
|
|
(6
|
)%
|
|
(2
|
)%
|
As a percentage of total revenue
|
66
|
%
|
|
67
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
142,659
|
|
|
$
|
142,214
|
|
|
—
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
45
|
%
|
|
43
|
%
|
|
|
|
|
||||
EMEA
|
$
|
125,566
|
|
|
$
|
140,033
|
|
|
(10
|
)%
|
|
(5
|
)%
|
As a percentage of total revenue
|
39
|
%
|
|
42
|
%
|
|
|
|
|
||||
Latin America
|
$
|
28,335
|
|
|
$
|
31,039
|
|
|
(9
|
)%
|
|
3
|
%
|
As a percentage of total revenue
|
9
|
%
|
|
9
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
21,052
|
|
|
$
|
20,324
|
|
|
4
|
%
|
|
3
|
%
|
As a percentage of total revenue
|
7
|
%
|
|
6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
5,776
|
|
|
$
|
4,640
|
|
|
24
|
%
|
As a percentage of software license revenue
|
5
|
%
|
|
4
|
%
|
|
|
|||
As a percentage of total revenue
|
2
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
29,878
|
|
|
$
|
30,143
|
|
|
(1
|
)%
|
As a percentage of maintenance and services revenue
|
14
|
%
|
|
13
|
%
|
|
|
|||
As a percentage of total revenue
|
9
|
%
|
|
9
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
660
|
|
|
$
|
1,994
|
|
|
(67
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
281,298
|
|
|
$
|
296,833
|
|
|
(5
|
)%
|
As a percentage of total revenue
|
89
|
%
|
|
89
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
98,838
|
|
|
$
|
83,815
|
|
|
18
|
%
|
As a percentage of total revenue
|
31
|
%
|
|
25
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Product development costs
|
$
|
44,443
|
|
|
$
|
38,183
|
|
|
16
|
%
|
As a percentage of total revenue
|
14
|
%
|
|
11
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
61,989
|
|
|
$
|
61,772
|
|
|
—
|
%
|
As a percentage of total revenue
|
20
|
%
|
|
19
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
820
|
|
|
$
|
513
|
|
|
60
|
%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Restructuring expenses
|
$
|
7,204
|
|
|
$
|
3,302
|
|
|
118
|
%
|
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
|
|
|
(60
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
67,789
|
|
|
$
|
108,712
|
|
|
(38
|
)%
|
As a percentage of total revenue
|
21
|
%
|
|
33
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Interest income and other
|
$
|
2,574
|
|
|
$
|
1,999
|
|
|
29
|
%
|
Foreign currency gain (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
|
$
|
23,031
|
|
|
$
|
36,804
|
|
|
(37
|
)%
|
As a percentage of total revenue
|
7
|
%
|
|
11
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2012
|
|
November 30, 2011
|
|
Percentage
Change
|
|||||
Income from continuing operations
|
$
|
44,954
|
|
|
$
|
71,389
|
|
|
(37
|
)%
|
Income (loss) from discontinued operations
|
2,490
|
|
|
(11,760
|
)
|
|
121
|
%
|
||
Net income
|
$
|
47,444
|
|
|
$
|
59,629
|
|
|
(20
|
)%
|
(In thousands)
|
November 30,
2013 |
|
November 30,
2012
|
||||
Cash and cash equivalents
|
$
|
198,818
|
|
|
$
|
301,792
|
|
Short-term investments
|
32,622
|
|
|
53,425
|
|
||
Total cash, cash equivalents and short-term investments
|
$
|
231,440
|
|
|
$
|
355,217
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Net income
|
$
|
74,907
|
|
|
$
|
47,444
|
|
|
$
|
59,629
|
|
Non-cash reconciling items included in net income
|
(26,335
|
)
|
|
23,561
|
|
|
65,549
|
|
|||
Changes in operating assets and liabilities
|
(43,992
|
)
|
|
33,110
|
|
|
1,116
|
|
|||
Net cash flows from operating activities
|
$
|
4,580
|
|
|
$
|
104,115
|
|
|
$
|
126,294
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Net investment activity
|
$
|
21,033
|
|
|
$
|
55,096
|
|
|
$
|
(61,917
|
)
|
Purchases of property and equipment
|
(4,226
|
)
|
|
(7,735
|
)
|
|
(17,047
|
)
|
|||
Capitalized software costs
|
(836
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for acquisitions, net of cash acquired
|
(9,450
|
)
|
|
—
|
|
|
(22,900
|
)
|
|||
Proceeds from divestitures
|
111,120
|
|
|
46,590
|
|
|
—
|
|
|||
Other investing activities
|
1,121
|
|
|
189
|
|
|
(433
|
)
|
|||
Net cash flows from investing activities
|
$
|
118,762
|
|
|
$
|
94,140
|
|
|
$
|
(102,297
|
)
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Proceeds from stock-based compensation plans
|
$
|
54,430
|
|
|
$
|
29,208
|
|
|
$
|
49,672
|
|
Repurchases of common stock
|
(276,537
|
)
|
|
(81,316
|
)
|
|
(200,009
|
)
|
|||
Other financing activities
|
(3,294
|
)
|
|
(2,920
|
)
|
|
2,349
|
|
|||
Net cash flows from financing activities
|
$
|
(225,401
|
)
|
|
$
|
(55,028
|
)
|
|
$
|
(147,988
|
)
|
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
||||
Deferred revenue, primarily related to unexpired maintenance and support contracts
(1)
|
$
|
97,537
|
|
|
$
|
110,391
|
|
Multi-year licensing arrangements
(2)
|
12,577
|
|
|
21,554
|
|
||
Open software license orders received but not shipped
(2)
|
—
|
|
|
11,913
|
|
||
Total revenue backlog
|
$
|
110,114
|
|
|
$
|
143,858
|
|
(1)
|
Deferred revenue as of November 30, 2012 included the deferred revenue of the Apama product line, which we sold in the third quarter of fiscal year 2013, and $3.6 million of contractual maintenance which had 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.
|
(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. Approximately $2.7 million of our open software license orders received but not shipped as of November 30, 2012 related to the Apama product line.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than 5
Years
|
||||||||||
Operating leases
|
$
|
16,329
|
|
|
$
|
5,595
|
|
|
$
|
6,587
|
|
|
$
|
2,699
|
|
|
$
|
1,448
|
|
Purchase obligations
(1)
|
2,042
|
|
|
642
|
|
|
1,400
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits
(2)
|
1,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
19,393
|
|
|
$
|
6,237
|
|
|
$
|
7,987
|
|
|
$
|
2,699
|
|
|
$
|
1,448
|
|
(1)
|
Represents the fixed or minimum amounts due under purchase obligations for support service agreements.
|
(2)
|
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, 2013
|
|
November 30, 2012
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
26,016
|
|
|
$
|
79
|
|
|
$
|
6,453
|
|
|
$
|
4
|
|
Forward contracts to purchase U.S. dollars
|
22,483
|
|
|
92
|
|
|
31,465
|
|
|
(190
|
)
|
||||
Total
|
$
|
48,499
|
|
|
$
|
171
|
|
|
$
|
37,918
|
|
|
$
|
(186
|
)
|
(In thousands, except share data)
|
November 30, 2013
|
|
November 30, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
198,818
|
|
|
$
|
301,792
|
|
Short-term investments
|
32,622
|
|
|
53,425
|
|
||
Total cash, cash equivalents and short-term investments
|
231,440
|
|
|
355,217
|
|
||
Accounts receivable (less allowances of $3,153 in 2013 and $3,024 in 2012)
|
66,784
|
|
|
70,793
|
|
||
Other current assets
|
30,716
|
|
|
16,478
|
|
||
Deferred tax assets
|
8,871
|
|
|
16,301
|
|
||
Assets held for sale
|
—
|
|
|
68,029
|
|
||
Total current assets
|
337,811
|
|
|
526,818
|
|
||
Property and equipment, net
|
57,030
|
|
|
63,071
|
|
||
Intangible assets, net
|
9,950
|
|
|
5,119
|
|
||
Goodwill
|
224,286
|
|
|
226,110
|
|
||
Deferred tax assets
|
20,386
|
|
|
26,565
|
|
||
Investments in auction rate securities
|
24,761
|
|
|
26,321
|
|
||
Other assets
|
7,963
|
|
|
10,973
|
|
||
Total assets
|
$
|
682,187
|
|
|
$
|
884,977
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
9,560
|
|
|
10,477
|
|
||
Accrued compensation and related taxes
|
26,697
|
|
|
39,105
|
|
||
Income taxes payable
|
2,584
|
|
|
21,486
|
|
||
Other accrued liabilities
|
29,345
|
|
|
39,876
|
|
||
Short-term deferred revenue
|
96,393
|
|
|
103,925
|
|
||
Liabilities held for sale
|
—
|
|
|
25,285
|
|
||
Total current liabilities
|
164,579
|
|
|
240,154
|
|
||
Long-term deferred revenue
|
1,144
|
|
|
2,817
|
|
||
Deferred tax liabilities
|
340
|
|
|
1,032
|
|
||
Other noncurrent liabilities
|
2,470
|
|
|
2,575
|
|
||
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, 51,512,595 in 2013 and 59,594,961 in 2012
|
515
|
|
|
596
|
|
||
Additional paid-in capital
|
204,792
|
|
|
299,737
|
|
||
Retained earnings
|
320,006
|
|
|
348,830
|
|
||
Accumulated other comprehensive loss
|
(11,659
|
)
|
|
(10,764
|
)
|
||
Total shareholders’ equity
|
513,654
|
|
|
638,399
|
|
||
Total liabilities and shareholders’ equity
|
$
|
682,187
|
|
|
$
|
884,977
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands, except per share data)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue:
|
|
|
|
|
|
||||||
Software licenses
|
$
|
122,312
|
|
|
$
|
106,626
|
|
|
$
|
109,966
|
|
Maintenance and services
|
211,684
|
|
|
210,986
|
|
|
223,644
|
|
|||
Total revenue
|
333,996
|
|
|
317,612
|
|
|
333,610
|
|
|||
Costs of revenue:
|
|
|
|
|
|
||||||
Cost of software licenses
|
6,889
|
|
|
5,776
|
|
|
4,640
|
|
|||
Cost of maintenance and services
|
26,753
|
|
|
29,878
|
|
|
30,143
|
|
|||
Amortization of acquired intangibles
|
1,340
|
|
|
660
|
|
|
1,994
|
|
|||
Total costs of revenue
|
34,982
|
|
|
36,314
|
|
|
36,777
|
|
|||
Gross profit
|
299,014
|
|
|
281,298
|
|
|
296,833
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
105,997
|
|
|
98,838
|
|
|
83,815
|
|
|||
Product development
|
57,336
|
|
|
44,443
|
|
|
38,183
|
|
|||
General and administrative
|
55,994
|
|
|
61,989
|
|
|
61,772
|
|
|||
Amortization of acquired intangibles
|
760
|
|
|
820
|
|
|
513
|
|
|||
Restructuring expenses
|
11,983
|
|
|
7,204
|
|
|
3,302
|
|
|||
Acquisition-related expenses
|
3,204
|
|
|
215
|
|
|
536
|
|
|||
Total operating expenses
|
235,274
|
|
|
213,509
|
|
|
188,121
|
|
|||
Income from operations
|
63,740
|
|
|
67,789
|
|
|
108,712
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income and other
|
1,201
|
|
|
2,574
|
|
|
1,999
|
|
|||
Foreign currency (loss) gain
|
(2,158
|
)
|
|
(2,378
|
)
|
|
(2,518
|
)
|
|||
Total other income (expense), net
|
(957
|
)
|
|
196
|
|
|
(519
|
)
|
|||
Income from continuing operations before income taxes
|
62,783
|
|
|
67,985
|
|
|
108,193
|
|
|||
Provision for income taxes
|
23,006
|
|
|
23,031
|
|
|
36,804
|
|
|||
Income from continuing operations
|
39,777
|
|
|
44,954
|
|
|
71,389
|
|
|||
Income (loss) from discontinued operations, net
|
35,130
|
|
|
2,490
|
|
|
(11,760
|
)
|
|||
Net income
|
$
|
74,907
|
|
|
$
|
47,444
|
|
|
$
|
59,629
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
0.73
|
|
|
$
|
0.71
|
|
|
$
|
1.09
|
|
Discontinued operations
|
0.64
|
|
|
0.04
|
|
|
(0.18
|
)
|
|||
Net income per share
|
$
|
1.37
|
|
|
$
|
0.75
|
|
|
$
|
0.91
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
1.06
|
|
Discontinued operations
|
0.63
|
|
|
0.04
|
|
|
(0.17
|
)
|
|||
Net income per share
|
$
|
1.35
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
54,516
|
|
|
62,881
|
|
|
65,705
|
|
|||
Diluted
|
55,379
|
|
|
63,741
|
|
|
67,540
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Net Income
|
$
|
74,907
|
|
|
$
|
47,444
|
|
|
$
|
59,629
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1,066
|
)
|
|
(638
|
)
|
|
(4,268
|
)
|
|||
Unrealized gain on investments, net of tax provision of $99 in 2013, $527 in 2012 and $76 in 2011
|
171
|
|
|
1,527
|
|
|
354
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(895
|
)
|
|
889
|
|
|
(3,914
|
)
|
|||
Comprehensive income
|
$
|
74,012
|
|
|
$
|
48,333
|
|
|
$
|
55,715
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
|||||||||||||
(in thousands)
|
Number of Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 1, 2010
|
66,528
|
|
|
$
|
665
|
|
|
$
|
346,938
|
|
|
$
|
350,409
|
|
|
$
|
(7,739
|
)
|
|
$
|
690,273
|
|
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
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,629
|
|
|
—
|
|
|
59,629
|
|
|||||
Other comprehensive losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,914
|
)
|
|
(3,914
|
)
|
|||||
Balance, November 30, 2011
|
61,789
|
|
|
618
|
|
|
308,603
|
|
|
327,542
|
|
|
(11,653
|
)
|
|
625,110
|
|
|||||
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
|
|
|||||
Issuance of shares to Board of Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
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
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47,444
|
|
|
—
|
|
|
47,444
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|
889
|
|
|||||
Balance, November 30, 2012
|
59,595
|
|
|
596
|
|
|
299,737
|
|
|
348,830
|
|
|
(10,764
|
)
|
|
638,399
|
|
Issuance of stock under employee stock purchase plan
|
281
|
|
|
3
|
|
|
4,295
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
|||||
Exercise of stock options
|
2,722
|
|
|
27
|
|
|
50,439
|
|
|
—
|
|
|
—
|
|
|
50,466
|
|
|||||
Vesting of restricted stock units
|
697
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Withholding tax payments related to net issuance of restricted stock units
|
(203
|
)
|
|
(2
|
)
|
|
(4,936
|
)
|
|
—
|
|
|
—
|
|
|
(4,938
|
)
|
|||||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,399
|
|
|
—
|
|
|
—
|
|
|
21,399
|
|
|||||
Treasury stock repurchases and retirements
|
(11,579
|
)
|
|
(116
|
)
|
|
(165,622
|
)
|
|
(103,731
|
)
|
|
—
|
|
|
(269,469
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
74,907
|
|
|
—
|
|
|
74,907
|
|
|||||
Other comprehensive losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(895
|
)
|
|
(895
|
)
|
|||||
Balance, November 30, 2013
|
51,513
|
|
|
$
|
515
|
|
|
$
|
204,792
|
|
|
$
|
320,006
|
|
|
$
|
(11,659
|
)
|
|
$
|
513,654
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
74,907
|
|
|
$
|
47,444
|
|
|
$
|
59,629
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
10,345
|
|
|
9,305
|
|
|
8,832
|
|
|||
Amortization of acquired intangibles and other
|
4,090
|
|
|
21,660
|
|
|
26,246
|
|
|||
Stock-based compensation
|
21,399
|
|
|
28,233
|
|
|
25,999
|
|
|||
Gain on sale of dispositions
|
(71,601
|
)
|
|
(45,105
|
)
|
|
—
|
|
|||
Impairment loss on assets held for sale
|
—
|
|
|
8,601
|
|
|
—
|
|
|||
Loss on sale of auction rate security
|
380
|
|
|
270
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
448
|
|
|
—
|
|
|
114
|
|
|||
Asset impairment
|
111
|
|
|
898
|
|
|
—
|
|
|||
Deferred income taxes
|
9,745
|
|
|
(22
|
)
|
|
2,468
|
|
|||
Tax benefit from stock plans
|
(484
|
)
|
|
171
|
|
|
6,165
|
|
|||
Excess tax benefits from stock plans
|
(1,642
|
)
|
|
(1,590
|
)
|
|
(6,238
|
)
|
|||
Allowances for bad debt and sales credits
|
874
|
|
|
1,140
|
|
|
1,963
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
5,672
|
|
|
14,373
|
|
|
8,053
|
|
|||
Other assets
|
(9,035
|
)
|
|
1,547
|
|
|
2,709
|
|
|||
Accounts payable and accrued liabilities
|
(15,152
|
)
|
|
7,484
|
|
|
(24,679
|
)
|
|||
Income taxes payable and uncertain tax positions
|
(20,294
|
)
|
|
17,617
|
|
|
9,640
|
|
|||
Deferred revenue
|
(5,183
|
)
|
|
(7,911
|
)
|
|
5,393
|
|
|||
Net cash flows from operating activities
|
4,580
|
|
|
104,115
|
|
|
126,294
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(7,745
|
)
|
|
(27,924
|
)
|
|
(152,658
|
)
|
|||
Sales and maturities of investments
|
28,753
|
|
|
74,065
|
|
|
84,441
|
|
|||
Redemptions and sales of auction rate securities - available-for-sale
|
25
|
|
|
8,955
|
|
|
6,300
|
|
|||
Purchases of property and equipment
|
(4,226
|
)
|
|
(7,735
|
)
|
|
(17,047
|
)
|
|||
Capitalized software development costs
|
(836
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for acquisitions, net of cash acquired
|
(9,450
|
)
|
|
—
|
|
|
(22,900
|
)
|
|||
Proceeds from divestitures, net
|
111,120
|
|
|
46,590
|
|
|
—
|
|
|||
Decrease (increase) in other noncurrent assets
|
1,121
|
|
|
189
|
|
|
(433
|
)
|
|||
Net cash flows from investing activities
|
118,762
|
|
|
94,140
|
|
|
(102,297
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from stock-based compensation plans
|
54,430
|
|
|
29,208
|
|
|
49,672
|
|
|||
Purchase of common stock related to withholding taxes from issuance of restricted stock units
|
(4,936
|
)
|
|
(4,153
|
)
|
|
(2,706
|
)
|
|||
Repurchase of common stock
|
(276,537
|
)
|
|
(81,316
|
)
|
|
(200,009
|
)
|
|||
Excess tax benefit from stock plans
|
1,642
|
|
|
1,590
|
|
|
6,238
|
|
|||
Payment of long-term debt
|
—
|
|
|
(357
|
)
|
|
(388
|
)
|
|||
Payment of issuance costs for line of credit
|
—
|
|
|
—
|
|
|
(795
|
)
|
|||
Net cash flows from financing activities
|
(225,401
|
)
|
|
(55,028
|
)
|
|
(147,988
|
)
|
|||
Effect of exchange rate changes on cash
|
(915
|
)
|
|
(2,530
|
)
|
|
(1,473
|
)
|
|||
Net (decrease) increase in cash and equivalents
|
(102,974
|
)
|
|
140,697
|
|
|
(125,464
|
)
|
|||
Cash and equivalents, beginning of year
|
301,792
|
|
|
161,095
|
|
|
286,559
|
|
|||
Cash and equivalents, end of year
|
$
|
198,818
|
|
|
$
|
301,792
|
|
|
$
|
161,095
|
|
Supplemental disclosure:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds of $4,453 in 2013, $1,987 in 2012 and $9,183 in 2011
|
$
|
69,939
|
|
|
$
|
15,337
|
|
|
$
|
9,545
|
|
Non-cash financing activity:
|
|
|
|
|
|
||||||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested
|
$
|
16,758
|
|
|
$
|
13,886
|
|
|
$
|
9,160
|
|
Unsettled repurchases of common stock
|
$
|
—
|
|
|
$
|
7,068
|
|
|
$
|
—
|
|
|
|
|
|
||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Beginning balance
|
$
|
2,278
|
|
|
$
|
5,495
|
|
|
$
|
3,769
|
|
Charge to costs and expenses
|
649
|
|
|
1,031
|
|
|
1,963
|
|
|||
Write-offs and other
|
(688
|
)
|
|
(4,543
|
)
|
|
(94
|
)
|
|||
Translation adjustments
|
11
|
|
|
295
|
|
|
(143
|
)
|
|||
Ending balance
|
$
|
2,250
|
|
|
$
|
2,278
|
|
|
$
|
5,495
|
|
|
|
|
|
||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Beginning balance
|
$
|
746
|
|
|
$
|
1,188
|
|
|
$
|
1,211
|
|
Charge to revenue
|
225
|
|
|
109
|
|
|
—
|
|
|||
Write-offs and other
|
(71
|
)
|
|
(551
|
)
|
|
(23
|
)
|
|||
Translation adjustments
|
3
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
903
|
|
|
$
|
746
|
|
|
$
|
1,188
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) on investments
|
|
Accumulated Other Comprehensive Loss
|
||||||
Balance, December 1, 2011
|
$
|
(7,545
|
)
|
|
$
|
(4,108
|
)
|
|
$
|
(11,653
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(638
|
)
|
|
1,257
|
|
|
619
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss) to realized losses included in earnings
|
—
|
|
|
270
|
|
|
270
|
|
|||
Balance, December 1, 2012
|
$
|
(8,183
|
)
|
|
$
|
(2,581
|
)
|
|
$
|
(10,764
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(1,066
|
)
|
|
(209
|
)
|
|
(1,275
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss) to realized losses included in earnings
|
—
|
|
|
380
|
|
|
380
|
|
|||
Balance, November 30, 2013
|
$
|
(9,249
|
)
|
|
$
|
(2,410
|
)
|
|
$
|
(11,659
|
)
|
|
Amortized Cost Basis
|
|
Realized Losses
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||||
Cash
|
$
|
144,305
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,305
|
|
|
Money market funds
|
54,513
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,513
|
|
|||||
State and municipal bond obligations
|
30,938
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
31,102
|
|
|||||
Auction rate securities – municipal bonds
|
27,150
|
|
|
(380
|
)
|
|
—
|
|
|
(3,317
|
)
|
|
23,453
|
|
|||||
Auction rate securities – student loans
|
3,500
|
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|
2,828
|
|
|||||
Total
|
$
|
260,406
|
|
|
$
|
(380
|
)
|
|
$
|
164
|
|
|
$
|
(3,989
|
)
|
|
$
|
256,201
|
|
|
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
|
|
|
November 30, 2013
|
|
November 30, 2012
|
||||||||||||||||||||
|
Cash and Cash Equivalents
|
|
Short-Term
Investments
|
|
Long-Term
Investments
|
|
Cash and Cash Equivalents
|
|
Short-Term
Investments
|
|
Long-Term
Investments
|
||||||||||||
Cash
|
$
|
144,305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds
|
54,513
|
|
|
—
|
|
|
—
|
|
|
125,591
|
|
|
—
|
|
|
—
|
|
||||||
State and municipal bond obligations
|
—
|
|
|
31,102
|
|
|
—
|
|
|
—
|
|
|
50,818
|
|
|
—
|
|
||||||
Auction rate securities – municipal bonds
|
—
|
|
|
1,520
|
|
|
21,933
|
|
|
—
|
|
|
—
|
|
|
23,420
|
|
||||||
Auction rate securities – student loans
|
—
|
|
|
—
|
|
|
2,828
|
|
|
—
|
|
|
—
|
|
|
2,901
|
|
||||||
Corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
—
|
|
||||||
Total
|
$
|
198,818
|
|
|
$
|
32,622
|
|
|
$
|
24,761
|
|
|
$
|
301,792
|
|
|
$
|
53,425
|
|
|
$
|
26,321
|
|
|
November 30,
2013 |
|
November 30,
2012 |
||||
Due in one year or less
(1)
|
$
|
42,198
|
|
|
$
|
55,001
|
|
Due after one year
(2)
|
15,185
|
|
|
24,745
|
|
||
Total
|
$
|
57,383
|
|
|
$
|
79,746
|
|
(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
10
to
29
years.
|
(2)
|
Includes state and municipal bond obligations, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets.
|
|
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
|
)
|
|
November 30, 2013
|
|
November 30, 2012
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
26,016
|
|
|
$
|
79
|
|
|
$
|
6,453
|
|
|
$
|
4
|
|
Forward contracts to purchase U.S. dollars
|
22,483
|
|
|
92
|
|
|
31,465
|
|
|
(190
|
)
|
||||
Total
|
$
|
48,499
|
|
|
$
|
171
|
|
|
$
|
37,918
|
|
|
$
|
(186
|
)
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
54,513
|
|
|
$
|
54,513
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
31,102
|
|
|
—
|
|
|
31,102
|
|
|
—
|
|
||||
Auction rate securities – municipal bonds
|
23,453
|
|
|
—
|
|
|
1,520
|
|
|
21,933
|
|
||||
Auction rate securities – student loans
|
2,828
|
|
|
—
|
|
|
—
|
|
|
2,828
|
|
||||
Foreign exchange derivatives
|
171
|
|
|
—
|
|
|
171
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
(388
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(388
|
)
|
|
|
|
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
|
)
|
|
—
|
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average)
|
Auction rate securities
|
Discounted cash flow
|
|
Probability of earning the maximum rate until maturity
|
|
0.2% - 10.7% (1.9%)
|
|
|
|
Probability of principal return prior to maturity
|
|
75.4% - 94.9% (86.7%)
|
|
|
|
Probability of default
|
|
4.2% - 24.5% (11.5%)
|
|
|
|
Liquidity risk premium
|
|
4.0%
|
|
|
|
Recovery rate in default
|
|
50% - 70% (56.5%)
|
|
November 30,
2013 |
|
November 30,
2012 |
||||
Balance, beginning of period
|
$
|
26,321
|
|
|
$
|
33,539
|
|
Redemptions and sales
|
(25
|
)
|
|
(6,255
|
)
|
||
Transfer to Level 2 fair value measurement
|
(1,520
|
)
|
|
(2,700
|
)
|
||
Realized losses included in earnings
|
(380
|
)
|
|
(270
|
)
|
||
Unrealized gains included in accumulated other comprehensive loss
|
365
|
|
|
2,007
|
|
||
Balance, end of period
|
$
|
24,761
|
|
|
$
|
26,321
|
|
|
|
|
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, 2013
|
|
November 30, 2012
|
||||
Computer equipment and software
|
$
|
45,270
|
|
|
$
|
58,447
|
|
Land, buildings and leasehold improvements
|
52,384
|
|
|
60,282
|
|
||
Furniture and fixtures
|
7,107
|
|
|
8,718
|
|
||
Property and equipment, gross
|
104,761
|
|
|
127,447
|
|
||
Less accumulated depreciation and amortization
|
(47,731
|
)
|
|
(64,376
|
)
|
||
Property and equipment, net
|
$
|
57,030
|
|
|
$
|
63,071
|
|
|
November 30, 2013
|
|
November 30, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Purchased technology
|
$
|
44,793
|
|
|
$
|
(36,712
|
)
|
|
$
|
8,081
|
|
|
$
|
42,520
|
|
|
$
|
(40,066
|
)
|
|
$
|
2,454
|
|
Customer-related and other
|
19,543
|
|
|
(17,674
|
)
|
|
1,869
|
|
|
26,477
|
|
|
(23,812
|
)
|
|
2,665
|
|
||||||
Total
|
$
|
64,336
|
|
|
$
|
(54,386
|
)
|
|
$
|
9,950
|
|
|
$
|
68,997
|
|
|
$
|
(63,878
|
)
|
|
$
|
5,119
|
|
2014
|
2,638
|
|
|
2015
|
2,409
|
|
|
2016
|
1,906
|
|
|
2017
|
1,906
|
|
|
2018
|
1,091
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
9,950
|
|
|
November 30, 2013
|
|
November 30, 2012
|
||||
Balance, beginning of year
|
$
|
226,110
|
|
|
$
|
256,211
|
|
Additions
|
4,798
|
|
|
—
|
|
||
Disposals
|
(6,377
|
)
|
|
(11,440
|
)
|
||
Goodwill transferred to assets held for sale
|
—
|
|
|
(18,581
|
)
|
||
Translation adjustments
|
(245
|
)
|
|
(80
|
)
|
||
Balance, end of year
|
$
|
224,286
|
|
|
$
|
226,110
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue
|
$
|
10,550
|
|
|
$
|
17,593
|
|
|
$
|
27,094
|
|
Income (loss) before income taxes
|
(12,482
|
)
|
|
(18,348
|
)
|
|
(7,469
|
)
|
|||
Income tax provision (benefit)
|
(3,152
|
)
|
|
(5,998
|
)
|
|
(2,422
|
)
|
|||
Gain on sale, net of tax
|
22,070
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net
|
$
|
12,740
|
|
|
$
|
(12,350
|
)
|
|
$
|
(5,047
|
)
|
Purchase price
|
$
|
44,268
|
|
Less: transaction costs
|
2,029
|
|
|
Less: net assets
|
|
||
Accounts receivable
|
2,426
|
|
|
Other current assets
|
428
|
|
|
Goodwill and intangible assets
|
6,991
|
|
|
Other long-term assets
|
426
|
|
|
Deferred revenue
|
(3,917
|
)
|
|
Gain on sale
|
35,885
|
|
|
Tax provision
|
13,815
|
|
|
Gain on sale, net of tax
|
$
|
22,070
|
|
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,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue
|
$
|
5,786
|
|
|
$
|
28,942
|
|
|
$
|
33,983
|
|
Income before income taxes
|
2,625
|
|
|
6,003
|
|
|
13,237
|
|
|||
Income tax provision
|
(130
|
)
|
|
3,562
|
|
|
3,596
|
|
|||
Gain on sale, net of tax
|
$
|
2,009
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income from discontinued operations, net
|
$
|
4,764
|
|
|
$
|
2,441
|
|
|
$
|
9,641
|
|
Purchase price
|
$
|
15,000
|
|
Less: transaction costs
|
826
|
|
|
Less: indemnification obligation
|
30
|
|
|
Less: net assets
|
|
||
Accounts receivables
|
2,872
|
|
|
Goodwill and intangible assets
|
24,325
|
|
|
Other assets
|
20
|
|
|
Impairment reserve
|
(8,601
|
)
|
|
Deferred revenue
|
(6,481
|
)
|
|
Gain on sale
|
2,009
|
|
|
Tax provision
|
—
|
|
|
Gain on sale, net of tax
|
$
|
2,009
|
|
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,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue
|
$
|
(450
|
)
|
|
$
|
81,576
|
|
|
$
|
107,821
|
|
Loss before income taxes
|
(980
|
)
|
|
(18,314
|
)
|
|
(27,484
|
)
|
|||
Income tax benefit
|
(248
|
)
|
|
(6,234
|
)
|
|
(10,067
|
)
|
|||
Gain on sale, net of tax
|
$
|
18,358
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (loss) from discontinued operations, net
|
$
|
17,626
|
|
|
$
|
(12,080
|
)
|
|
$
|
(17,417
|
)
|
Purchase price
|
$
|
60,500
|
|
Less: transaction costs
|
1,211
|
|
|
Less: net assets
|
|
||
Accounts receivables
|
12,380
|
|
|
Goodwill and intangible assets
|
31,693
|
|
|
Other assets
|
976
|
|
|
Deferred revenue
|
(19,168
|
)
|
|
Other liabilities
|
(299
|
)
|
|
Gain on sale
|
33,707
|
|
|
Tax provision
|
15,349
|
|
|
Gain on sale, net of tax
|
$
|
18,358
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue
|
$
|
—
|
|
|
$
|
12,518
|
|
|
$
|
16,267
|
|
Income (loss) before income taxes
|
—
|
|
|
4,882
|
|
|
4,067
|
|
|||
Income tax provision (benefit)
|
—
|
|
|
164
|
|
|
1,079
|
|
|||
Gain on sale, net of tax
|
—
|
|
|
12,692
|
|
|
—
|
|
|||
Income from discontinued operations, net
|
$
|
—
|
|
|
$
|
17,410
|
|
|
$
|
2,988
|
|
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,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Revenue
|
$
|
—
|
|
|
$
|
14,484
|
|
|
$
|
14,820
|
|
Loss before income taxes
|
—
|
|
|
(7,118
|
)
|
|
(2,840
|
)
|
|||
Income tax benefit
|
—
|
|
|
(3,000
|
)
|
|
(915
|
)
|
|||
Gain on sale, net of tax
|
—
|
|
|
11,187
|
|
|
—
|
|
|||
Income (loss) from discontinued operations, net
|
$
|
—
|
|
|
$
|
7,069
|
|
|
$
|
(1,925
|
)
|
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
|
|
|
Total
|
|
Life
|
||
Cash
|
$
|
50
|
|
|
|
Acquired intangible assets
|
7,960
|
|
|
1 to 5 years
|
|
Goodwill
|
4,798
|
|
|
|
|
Deferred taxes
|
(2,921
|
)
|
|
|
|
Accounts payable and other liabilities
|
(8
|
)
|
|
|
|
Net assets acquired
|
$
|
9,879
|
|
|
|
|
Total
|
|
Life
|
||
Accounts receivable
|
$
|
835
|
|
|
|
Property and equipment
|
112
|
|
|
|
|
Other assets
|
125
|
|
|
|
|
Deferred taxes
|
4,033
|
|
|
|
|
Acquired intangible assets
|
4,910
|
|
|
3 to 7 years
|
|
Goodwill
|
19,427
|
|
|
|
|
Accounts payable and other liabilities
|
(2,903
|
)
|
|
|
|
Deferred revenue
|
(3,639
|
)
|
|
|
|
Net cash paid
|
$
|
22,900
|
|
|
|
2014
|
5,595
|
|
|
2015
|
4,260
|
|
|
2016
|
2,327
|
|
|
2017
|
1,620
|
|
|
2018
|
1,079
|
|
|
Thereafter
|
1,448
|
|
|
Total
|
$
|
16,329
|
|
|
Shares
|
|
Weighted Average
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(1)
|
|||||
|
(in thousands)
|
|
Exercise Price
|
|
(in years)
|
|
(in thousands)
|
|||||
Options outstanding, December 1, 2012
|
5,204
|
|
|
$
|
19.99
|
|
|
|
|
|
||
Granted
|
41
|
|
|
21.46
|
|
|
|
|
|
|||
Exercised
(2)
|
(2,763
|
)
|
|
18.61
|
|
|
|
|
|
|||
Canceled
|
(493
|
)
|
|
26.10
|
|
|
|
|
|
|||
Options outstanding, November 30, 2013
|
1,989
|
|
|
$
|
20.43
|
|
|
2.79
|
|
$
|
12,780
|
|
Exercisable, November 30, 2013
|
1,669
|
|
|
$
|
19.95
|
|
|
2.50
|
|
$
|
11,407
|
|
Vested or expected to vest, November 30, 2013
|
1,989
|
|
|
$
|
20.43
|
|
|
2.79
|
|
$
|
12,780
|
|
(1)
|
The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2013 of
$26.34
and the exercise prices for all in-the-money options outstanding.
|
(2)
|
Includes
41,000
options included in a stock-swap, which allowed optionees to pay the exercise price by surrendering shares already owned. The net shares of common stock resulting from option exercises is
2,722,000
as reflected in the statement of shareholders' equity.
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Restricted stock units outstanding, December 1, 2012
|
984
|
|
|
$
|
20.60
|
|
Granted
|
1,055
|
|
|
23.70
|
|
|
Issued
|
(697
|
)
|
|
21.87
|
|
|
Canceled
|
(225
|
)
|
|
20.89
|
|
|
Restricted stock units outstanding, November 30, 2013
|
1,117
|
|
|
$
|
22.67
|
|
|
Fiscal Year Ended
|
|||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected volatility
|
31.9
|
%
|
|
30.0
|
%
|
|
27.3
|
%
|
Risk-free interest rate
|
0.7
|
%
|
|
0.8
|
%
|
|
1.7
|
%
|
Expected life (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected volatility
|
31.8
|
%
|
|
34.1
|
%
|
|
25.8
|
%
|
Risk-free interest rate
|
0.2
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
Expected life (in years)
|
1.5
|
|
|
1.5
|
|
|
1.6
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Total intrinsic value of stock options on date exercised
|
$
|
14,009
|
|
|
$
|
9,601
|
|
|
$
|
31,566
|
|
Total fair value of deferred stock units on date vested
|
127
|
|
|
114
|
|
|
40
|
|
|||
Total fair value of restricted stock units on date vested
|
16,631
|
|
|
13,772
|
|
|
9,120
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Cost of software licenses
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Cost of maintenance and services
|
601
|
|
|
725
|
|
|
643
|
|
|||
Sales and marketing
|
3,599
|
|
|
3,274
|
|
|
2,648
|
|
|||
Product development
|
4,723
|
|
|
3,170
|
|
|
2,708
|
|
|||
General and administrative
|
10,186
|
|
|
10,983
|
|
|
12,888
|
|
|||
Stock-based compensation from continuing operations
|
19,109
|
|
|
18,161
|
|
|
18,896
|
|
|||
Loss from discontinued operations
|
2,290
|
|
|
10,072
|
|
|
7,103
|
|
|||
Total stock-based compensation
|
$
|
21,399
|
|
|
$
|
28,233
|
|
|
$
|
25,999
|
|
Income tax benefit included in the provision for income taxes from continuing operations
|
$
|
5,146
|
|
|
$
|
4,491
|
|
|
$
|
4,742
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
1,126
|
|
|
7,594
|
|
|
8,720
|
|
|||
Cash disbursements
|
(510
|
)
|
|
(6,577
|
)
|
|
(7,087
|
)
|
|||
Translation adjustments and other
|
(47
|
)
|
|
60
|
|
|
13
|
|
|||
Balance, November 30, 2013
|
$
|
569
|
|
|
$
|
1,077
|
|
|
$
|
1,646
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2012
|
$
|
603
|
|
|
$
|
6,429
|
|
|
$
|
7,032
|
|
Costs incurred
|
1,545
|
|
|
2,752
|
|
|
4,297
|
|
|||
Cash disbursements
|
(1,423
|
)
|
|
(8,941
|
)
|
|
(10,364
|
)
|
|||
Asset impairment
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|||
Translation adjustments and other
|
1
|
|
|
51
|
|
|
52
|
|
|||
Balance, November 30, 2013
|
$
|
615
|
|
|
$
|
291
|
|
|
$
|
906
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee
Severance and
Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2012
|
$
|
—
|
|
|
$
|
275
|
|
|
$
|
275
|
|
Costs incurred
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash disbursements
|
—
|
|
|
(275
|
)
|
|
(275
|
)
|
|||
Translation adjustments and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, November 30, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
U.S.
|
$
|
54,495
|
|
|
$
|
49,818
|
|
|
$
|
91,689
|
|
Foreign
|
8,288
|
|
|
18,167
|
|
|
16,504
|
|
|||
Total
|
$
|
62,783
|
|
|
$
|
67,985
|
|
|
$
|
108,193
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
7,639
|
|
|
$
|
11,171
|
|
|
$
|
22,139
|
|
State
|
1,583
|
|
|
1,270
|
|
|
2,175
|
|
|||
Foreign
|
2,165
|
|
|
5,970
|
|
|
5,131
|
|
|||
Total current
|
11,387
|
|
|
18,411
|
|
|
29,445
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
9,622
|
|
|
5,257
|
|
|
6,507
|
|
|||
State
|
329
|
|
|
55
|
|
|
296
|
|
|||
Foreign
|
1,668
|
|
|
(692
|
)
|
|
556
|
|
|||
Total deferred
|
11,619
|
|
|
4,620
|
|
|
7,359
|
|
|||
Total
|
$
|
23,006
|
|
|
$
|
23,031
|
|
|
$
|
36,804
|
|
|
Fiscal Year Ended
|
|||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
|||
Tax at U.S. Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign rate differences
|
0.8
|
|
|
(1.0
|
)
|
|
0.9
|
|
State income taxes, net
|
2.1
|
|
|
0.9
|
|
|
1.6
|
|
Research credits
|
(1.5
|
)
|
|
—
|
|
|
(1.3
|
)
|
Domestic production activities deduction
|
(2.1
|
)
|
|
(2.2
|
)
|
|
(2.0
|
)
|
Tax-exempt interest
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
Nondeductible stock-based compensation
|
2.3
|
|
|
3.0
|
|
|
1.5
|
|
Other
|
0.2
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
Total
|
36.6
|
%
|
|
33.9
|
%
|
|
34.0
|
%
|
|
November 30, 2013
|
|
November 30, 2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
739
|
|
|
$
|
768
|
|
Other current assets
|
779
|
|
|
786
|
|
||
Capitalized research costs
|
—
|
|
|
231
|
|
||
Accrued compensation
|
3,901
|
|
|
4,657
|
|
||
Accrued liabilities and other
|
7,302
|
|
|
10,527
|
|
||
Deferred revenue
|
—
|
|
|
129
|
|
||
Stock-based compensation
|
4,222
|
|
|
8,122
|
|
||
Depreciation and amortization
|
6,724
|
|
|
5,533
|
|
||
Tax credit and loss carryforwards
|
34,460
|
|
|
39,216
|
|
||
Gross deferred tax assets
|
58,127
|
|
|
69,969
|
|
||
Valuation allowance
|
(12,949
|
)
|
|
(14,316
|
)
|
||
Total deferred tax assets
|
45,178
|
|
|
55,653
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill
|
(14,860
|
)
|
|
(13,819
|
)
|
||
Deferred revenue
|
(1,585
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(16,445
|
)
|
|
(13,819
|
)
|
||
Total
|
$
|
28,733
|
|
|
$
|
41,834
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2013
|
|
November 30, 2012
|
|
November 30, 2011
|
||||||
Balance, beginning of year
|
$
|
2,192
|
|
|
$
|
2,631
|
|
|
$
|
2,294
|
|
Tax positions related to current year
|
189
|
|
|
79
|
|
|
445
|
|
|||
Settlements with tax authorities
|
(1,176
|
)
|
|
—
|
|
|
—
|
|
|||
Tax positions acquired
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapses due to expiration of the statute of limitations
|
(183
|
)
|
|
(518
|
)
|
|
(108
|
)
|
|||
Balance, end of year
|
$
|
1,022
|
|
|
$
|
2,192
|
|
|
$
|
2,631
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Income from continuing operations
|
$
|
39,777
|
|
|
$
|
44,954
|
|
|
$
|
71,389
|
|
Weighted average shares outstanding
|
54,516
|
|
|
62,881
|
|
|
65,705
|
|
|||
Dilutive impact from common stock equivalents
|
863
|
|
|
860
|
|
|
1,835
|
|
|||
Diluted weighted average shares outstanding
|
55,379
|
|
|
63,741
|
|
|
67,540
|
|
|||
Basic earnings per share from continuing operations
|
$
|
0.73
|
|
|
$
|
0.71
|
|
|
$
|
1.09
|
|
Diluted earnings per share from continuing operations
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
1.06
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
Software licenses
|
$
|
122,312
|
|
|
$
|
106,626
|
|
|
$
|
109,966
|
|
Maintenance
|
202,857
|
|
|
202,691
|
|
|
211,300
|
|
|||
Professional services
|
8,827
|
|
|
8,295
|
|
|
12,344
|
|
|||
Total
|
$
|
333,996
|
|
|
$
|
317,612
|
|
|
$
|
333,610
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2013 |
|
November 30,
2012 |
|
November 30,
2011 |
||||||
United States
|
$
|
140,020
|
|
|
$
|
127,841
|
|
|
$
|
131,007
|
|
Canada
|
14,259
|
|
|
14,818
|
|
|
11,207
|
|
|||
EMEA
|
133,600
|
|
|
125,566
|
|
|
140,033
|
|
|||
Latin America
|
25,370
|
|
|
28,335
|
|
|
31,039
|
|
|||
Asia Pacific
|
20,747
|
|
|
21,052
|
|
|
20,324
|
|
|||
Total
|
$
|
333,996
|
|
|
$
|
317,612
|
|
|
$
|
333,610
|
|
(in thousands, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year 2013:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
83,733
|
|
|
$
|
81,705
|
|
|
$
|
77,578
|
|
|
$
|
90,980
|
|
Gross profit
|
73,854
|
|
|
73,216
|
|
|
69,059
|
|
|
82,885
|
|
||||
Income from operations
|
15,793
|
|
|
14,386
|
|
|
9,661
|
|
|
23,900
|
|
||||
Income from continuing operations
|
9,813
|
|
|
8,142
|
|
|
7,204
|
|
|
14,618
|
|
||||
Net income (loss)
|
31,118
|
|
|
3,910
|
|
|
24,843
|
|
|
15,036
|
|
||||
Basic earnings per share from continuing operations
|
0.17
|
|
|
0.15
|
|
|
0.13
|
|
|
0.28
|
|
||||
Diluted earnings per share from continuing operations
|
0.17
|
|
|
0.15
|
|
|
0.13
|
|
|
0.28
|
|
||||
Fiscal year 2012:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
82,471
|
|
|
$
|
74,128
|
|
|
$
|
74,371
|
|
|
$
|
86,642
|
|
Gross profit
|
73,917
|
|
|
65,518
|
|
|
64,883
|
|
|
76,980
|
|
||||
Income from operations
|
25,041
|
|
|
12,800
|
|
|
11,289
|
|
|
18,659
|
|
||||
Income from continuing operations
|
15,861
|
|
|
8,855
|
|
|
7,744
|
|
|
12,494
|
|
||||
Net income
|
7,489
|
|
|
(1,908
|
)
|
|
5,838
|
|
|
36,025
|
|
||||
Basic earnings per share from continuing operations
|
0.26
|
|
|
0.14
|
|
|
0.12
|
|
|
0.20
|
|
||||
Diluted earnings per share from continuing operations
|
0.25
|
|
|
0.14
|
|
|
0.12
|
|
|
0.20
|
|
•
|
The termination of employment of various sales representatives and a former regional sales director determined to be in violation of our revenue recognition policy and code of conduct;
|
•
|
The enhancement of communications from senior management, including the Chief Executive Officer, Senior Vice President of Global Field Operations and General Counsel and Chief Compliance Officer, regarding inappropriate business arrangements;
|
•
|
The expansion of our existing sales employee certification process to include all Global Field Operations personnel, revenue operations personnel and commercial legal support personnel;
|
•
|
Additional revenue recognition and compliance training to sales employees;
|
•
|
The expansion of our existing quarterly pyramid certification process to include all direct reports of the CEO staff;
|
•
|
Additional code of conduct training and certification procedures;
|
•
|
The enhancement of processes with respect to the assessment of existing customer and partner credit worthiness;
|
•
|
The enhancement of communications from senior management to our partners and resellers regarding our revenue recognition requirements; and
|
•
|
The implementation of deal specific certifications over a predetermined threshold.
|
Name
|
|
Age
|
|
Position
|
|
Joseph A. Andrews
|
|
57
|
|
|
Senior Vice President, Human Resources
|
Antonio J. Aquilina
|
|
46
|
|
|
Senior Vice President, Strategy and Corporate Development
|
Michael Benedict
|
|
41
|
|
|
Vice President, Pacific Cloud Platform and OpenEdge Product Line
|
David A. Benson
|
|
54
|
|
|
Executive Vice President and Chief Information Officer
|
Stephen H. Faberman
|
|
44
|
|
|
Senior Vice President, General Counsel
|
John P. Goodson
|
|
49
|
|
|
Senior Vice President, Chief Product Officer
|
Karen Padir
|
|
45
|
|
|
Senior Vice President, Chief Technology Officer
|
Philip M. Pead
|
|
61
|
|
|
President and Chief Executive Officer
|
Chris E. Perkins
|
|
51
|
|
|
Senior Vice President, Finance and Administration and Chief Financial Officer
|
Jennifer Smith
|
|
38
|
|
|
Senior Vice President, Chief Marketing Officer
|
Andy Zupsic
|
|
51
|
|
|
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)
|
|
2,656
|
|
(2)
|
$
|
19.59
|
|
|
10,633
|
|
(3)
|
Equity compensation plans not approved by shareholders
(4)
|
|
450
|
|
|
23.29
|
|
|
1,381
|
|
|
|
Total
|
|
3,106
|
|
|
$
|
20.43
|
|
|
12,014
|
|
|
(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)
|
Includes
1,117,000
restricted stock units under our 2008 Plan. 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
930,000
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, 2013
and
2012
|
•
|
Consolidated Statements of Income for the years ended
November 30, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Comprehensive Income for the years ended
November 30, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Shareholders’ Equity for the years ended
November 30, 2013
,
2012
and
2011
|
•
|
Consolidated Statements of Cash Flows for the years ended
November 30, 2013
,
2012
and
2011
|
•
|
Notes to Consolidated Financial Statements
|
3.1
|
Restated Articles of Organization, as amended (1)
|
3.2
|
By-Laws, as amended and restated
|
4.1
|
Specimen certificate for the Common Stock (2)
|
10.1*
|
1992 Incentive and Nonqualified Stock Option Plan (3)
|
10.2*
|
1994 Stock Incentive Plan (4)
|
10.3*
|
1997 Stock Incentive Plan, as amended and restated (5)
|
10.4*
|
Employee Retention and Motivation Agreement as amended and restated, executed by each of the Executive Officers (other than the Chief Executive Officer)
|
10.5*
|
2002 Nonqualified Stock Plan, as amended and restated (6)
|
10.6*
|
2004 Inducement Stock Plan, as amended and restated (7)
|
10.7*
|
Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated (8)
|
10.8*
|
Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated (9)
|
10.9*
|
Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan
|
10.10*
|
Progress Software Corporation Corporate Executive Bonus Plan (10)
|
10.11*
|
Progress Software Corporation 2014 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
|
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)
|
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)
|
10.15*
|
Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (11)
|
10.16*
|
Employment Agreement, dated as of December 5, 2011, by and between Progress Software Corporation and Jay H. Bhatt (12)
|
10.17*
|
Employee Retention and Motivation Agreement, dated as of December 5, 2011, by and between Progress Software Corporation and Jay H. Bhatt (13)
|
10.18*
|
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 (14)
|
10.19*
|
Separation Agreement, dated March 22, 2012, between Progress Software Corporation and Charles F. Wagner, Jr. (15)
|
10.20*
|
Employment Agreement, dated July 10, 2012, by and between Progress Software Corporation and Melissa H. Cruz (16)
|
10.21*
|
Employment Agreement, dated December 7, 2012, by and between Progress Software Corporation and Philip M. Pead (17)
|
10.22*
|
Employee Retention and Motivation Agreement, dated as of December 7, 2012, by and between Progress Software Corporation and Philip M. Pead (18)
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10.23*
|
Employment Agreement, dated January 1, 2013, by and between Progress Software Corporation and Chris E. Perkins (19)
|
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
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31.2
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chris E. Perkins
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32.1
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101**
|
The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of November 30, 2013 and 2012, (ii) Consolidated Statements of Income for the years ended November 30, 2013, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2013, 2012 and 2011, (iv) Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2013, 2012 and 2011, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2013, 2012 and 2011.
|
(1)
|
Incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended November 30, 2011.
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(2)
|
Incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K for the year ended November 30, 2011.
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(3)
|
Incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K for the year ended November 30, 2009.
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(4)
|
Incorporated by reference to Exhibit 10.2 of our Annual Report on Form 10-K for the year ended November 30, 2009
|
(5)
|
Incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K for the year ended November 30, 2012.
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(6)
|
Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010.
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(7)
|
Incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended February 28, 2010.
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(8)
|
Incorporated by reference to Annex B to our definitive Proxy Statement filed April 20, 2012.
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(9)
|
Incorporated by reference to Annex A to our definitive Proxy Statement filed May 7, 2013.
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(10)
|
Incorporated by reference to Exhibit 10.10 of our Annual Report on Form 10-K for the year ended November 30, 2012
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(11)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended August 30, 2009.
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(12)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 28, 2011.
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(13)
|
Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 28, 2011.
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(14)
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Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 18, 2011.
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(15)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended February 29, 2012.
|
(16)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 20, 2012.
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(17)
|
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 13, 2012.
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(18)
|
Incorporate by reference to Exhibit 10.2 to Form 8-K filed on December 13, 2012
|
(19)
|
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 Corporation 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.
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PROGRESS SOFTWARE CORPORATION
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By:
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/s/ PHILIP M. PEAD
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Philip M. Pead
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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, 2014
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Philip M. Pead
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(Principal Executive Officer)
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/s/ CHRIS E. PERKINS
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Senior Vice President, Finance and
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January 29, 2014
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Chris E. Perkins
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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, 2014
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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, 2014
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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, 2014
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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, 2014
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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, 2014
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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, 2014
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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, 2014
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Michael L. Mark
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||
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A.
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Amounts of 2014 Fiscal Year Compensation
|
•
|
Annual Board Retainer (cash): $50,000
|
•
|
Additional Annual Non-Executive
Chairman Retainer (cash): $30,000 |
•
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Committee fees (cash):
|
•
|
$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, 2014, 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
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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.
|
Jurisdiction
|
|
Name
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North America
|
|
|
California
|
|
Corticon Technologies, Inc.
|
California
|
|
Rollbase, Inc.
|
California
|
|
OpenAccess Software Inc.
|
California
|
|
Savvion, Inc.
|
Canada
|
|
Actional Technologies, Ltd.
|
Canada
|
|
NEON Systems Quebec, Inc.
|
Canada
|
|
NEON Systems Canada Inc.
|
Canada
|
|
Object Oriented Concepts, Inc.
|
Canada
|
|
Progress Software Corporation of Canada Ltd.
|
Canada
|
|
PeerDirect Company
|
Delaware
|
|
Apama Inc.
|
Delaware
|
|
Actional Corporation
|
Delaware
|
|
FuseSource Corp.
|
Delaware
|
|
NEON Systems, Inc.
|
Delaware
|
|
Nusphere Corporation
|
Delaware
|
|
Object Oriented Concepts, Inc.
|
Delaware
|
|
PeerDirect Corporation
|
Delaware
|
|
Persistence Software Inc.
|
Delaware
|
|
Progress Software International Corporation
|
Delaware
|
|
Progress Software Corporation
|
Massachusetts
|
|
DataDirect Technologies Corp.
|
Massachusetts
|
|
Oak Park Realty LLC
|
Massachusetts
|
|
Oak Park Realty Two LLC
|
Massachusetts
|
|
Progress Security Corporation
|
Pennsylvania
|
|
Genesis Development Corporation
|
|
|
|
Europe
|
|
|
Austria
|
|
Progress Software GesmbH
|
Belgium
|
|
DataDirect Technologies NV
|
Belgium
|
|
IONA Technologies (Belgium), SA
|
Belgium
|
|
Progress Software NV
|
Czech Republic
|
|
Progress Software spol. s.r.o.
|
Denmark
|
|
Progress Software A/S
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Finland
|
|
Progress Software Oy.
|
France
|
|
IONA Technologies, SARL
|
France
|
|
Object Design
|
France
|
|
Progress Software S.A.S.
|
France
|
|
Xcalia SA
|
Germany
|
|
Progress Software GmbH
|
Germany
|
|
Sonic Software GmbH
|
Ireland
|
|
IONA Technologies Limited
|
Ireland
|
|
IONA Research (IRL) Ltd.
|
Ireland
|
|
Orbix Limited
|
Ireland
|
|
SPK Acquisitions Limited
|
Italy
|
|
Progress Software Italy S.r.l.
|
Netherlands
|
|
Progress Software B.V.
|
Netherlands
|
|
Progress Software Europe B.V.
|
Norway
|
|
Progress Software A/S
|
Poland
|
|
Progress Software Sp. z.o o.
|
Spain
|
|
IONA Technologies Spain SL
|
Spain
|
|
Progress Software S.L.U.
|
Sweden
|
|
Progress Software Svenska AB
|
Switzerland
|
|
IONA Technologies (Schweiz) AG
|
Switzerland
|
|
Progress Software AG
|
United Kingdom
|
|
Apama Limited
|
United Kingdom
|
|
DataDirect Technologies Ltd.
|
United Kingdom
|
|
NEON Systems UK Ltd.
|
United Kingdom
|
|
Persistence Software Ltd.
|
United Kingdom
|
|
Progress Software Limited
|
United Kingdom
|
|
Sonic Software (UK) Limited
|
|
|
|
Latin America
|
|
|
Argentina
|
|
Progress Software de Argentina S.A.
|
Brazil
|
|
Progress Software do Brasil Ltda.
|
Chile
|
|
Progress Software de Chile S.A.
|
Colombia
|
|
Progress Software de Colombia S.A.
|
Mexico
|
|
Progress Software, S.A. de C.V.
|
Venezuela
|
|
Progress Software de Venezuela C.A.
|
|
|
|
Asia Pacific
|
|
|
Australia
|
|
IONA Technologies Asia Pacific Pty.
|
Australia
|
|
Object Oriented Concepts Pty. Limited
|
Australia
|
|
Progress Software Pty. Ltd.
|
China
|
|
Progress (Shanghai) Software System Company Limited
|
Hong Kong
|
|
IONA Technologies China Limited
|
Hong Kong
|
|
Progress Software Corporation Limited
|
India
|
|
Progress Software Development Private Limited
|
India
|
|
Progress Solutions India Private Limited
|
Japan
|
|
Progress Japan KK
|
Malaysia
|
|
Progress Software (M) Sdn Bhd
|
Singapore
|
|
Progress Software Corporation (S) Pte. Ltd.
|
South Africa
|
|
Progress Software (Pty) Ltd.
|
|
|
|
Other
|
|
|
Cayman Islands
|
|
IONA Technologies Finance
|
/s/ PHILIP M. PEAD
|
Philip M. Pead
|
/s/ CHRIS E. PERKINS
|
Chris E. Perkins
|
/s/ PHILIP M. PEAD
|
|
/s/ CHRIS E. PERKINS
|
||
President and Chief Executive Officer
|
|
Senior Vice President, Finance and Administration and Chief Financial Officer
|
||
|
||||
|
|
|
|
|
Date:
|
January 29, 2014
|
|
Date:
|
January 29, 2014
|