8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 7, 2011

COMVERSE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

NEW YORK	0-15502	13-3238402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

810 Seventh Avenue

New York, New York

10019

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 739-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On September 8, 2011, Comverse Technology, Inc. (the “Company”) issued a press release providing selected financial information for the three months ended July 31, 2011. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.

In accordance with General Instruction B.2., the foregoing information is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information disclosed under Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by a specific reference in such filing.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 7, 2011, the Company’s Board of Directors (the “Board”) approved Amended and Restated By-Laws of the Company (the “By-Laws”) to effect the amendments described below.

Article II, Section 6 of the By-Laws was amended to add language, which provides that, if the date of the annual meeting is more than 30 days earlier or later than the first anniversary date of the most recent annual meeting, in order to timely submit any business to the annual meeting, shareholders must submit proper notice of such business no later than the close of business on the tenth day following the date on which public announcement of the date of the annual meeting is made by the Company, provided, however, that, in respect of the annual meeting of shareholders to be held in 2012, a shareholder’s notice will be considered timely if received on or before March 31, 2012.

In addition, Article IV, Section 3 of the By-Laws was amended to add language, which provides that, if the date of the annual meeting is more than 30 days earlier or later than the first anniversary date of the most recent annual meeting, in order to timely nominate one or more persons for election as directors at an annual meeting, shareholders must submit proper notice of nomination no later than the close of business on the tenth day following the date on which public announcement of the date of the annual meeting is made by the Company, provided, however, that, in respect of the annual meeting of shareholders to be held in 2012, a shareholder’s notice will be considered timely if received on or before March 31, 2012.

The foregoing description of the amendments to the By-Laws is not complete and is qualified in its entirety by the By-Laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
3.1	By-Laws, as amended and restated on September 7, 2011
99.1	Press Release of Comverse Technology, Inc., dated September 8, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMVERSE TECHNOLOGY, INC.
Date: September 8, 2011	By:	/s/ Shefali A. Shah
	Name:	Shefali A. Shah
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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EX-3.1

Exhibit 3.1

BY-LAWS

OF

COMVERSE TECHNOLOGY, INC.

AMENDED AND RESTATED

AS OF SEPTEMBER 7, 2011

(A New York Corporation)

ARTICLE I

OFFICES

Section 1. The principal office of the Corporation shall be located in the State of New York.

Section 2. The Corporation may also have offices at such other places, both within and without the State of New York, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held at such place within or without the State of New York as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.

Section 2.

(a) Annual meetings of shareholders shall be held on such date and at such time as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof (except as otherwise provided in subsection (b) of this Section 2), at which the shareholders entitled to vote shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Directors shall be elected by a “majority of votes cast” (as defined herein) to hold office until the next annual meeting unless the election is contested, in which case directors shall be elected by a plurality of votes cast. For purposes of this Section, an election shall be “contested” if, as determined by the Board of Directors, the number of nominees exceeds the number of directors to be elected and a “majority of votes cast” means the number of shares voted “for” a director exceeds the number of votes cast “against” that director.

(b) If no annual meeting of shareholders is held in 2012 on or before June 30, 2012, holders of ten percent (10%) of the votes of the shares entitled to vote in an election of directors may, in writing, demand the call of a special meeting of shareholders for the election of directors specifying the date and month thereof, which shall not be less than sixty (60) nor more than ninety (90) days from the date of such written demand. The Secretary of the Corporation upon receiving the written demand shall promptly give notice of such meeting, or if the Secretary fails to do so within five (5) business days thereafter, any shareholder signing such demand may give such notice. Any meeting pursuant to this subsection shall be held at the principal offices of the Corporation.

Section 3. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 4. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the Board of Directors or the holders of not less than a majority of all the shares entitled to vote at the meeting.

Section 5. Written notice of every meeting of shareholders, stating the purpose or purposes for which the meeting is called and the date and time and the place where it is to be held, shall be served not less than ten nor more than sixty (60) days before the meeting, either personally or by mail, upon each shareholder entitled to vote at such meeting and upon each shareholder of record who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, and shall be sent by facsimile or electronic (e-mail) transmission simultaneously to all members of the Board of Directors. If mailed, such notice shall be deemed given when deposited in the mail directed to a shareholder at his address as it shall appear on the books of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such shareholder.

Section 6. In order to properly submit any business to an annual meeting of shareholders (other than with respect to nominations for directors which are governed exclusively by Article IV, Section 3), a shareholder must give timely notice in writing to the Secretary of the Corporation of such shareholder’s intention to present such business, as set forth herein. To be considered timely, a shareholder’s notice must be delivered, either in person or by certified mail, postage prepaid, and received at the

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principal executive office of the Corporation, (a) not less than one hundred twenty (120) days prior to the first anniversary date of the Corporation’s proxy statement in connection with the last annual meeting or (b) in the case of the first annual meeting following the effective date of this Section 6 (March 10, 2010) or if no annual meeting was held in the previous year or if the date of the annual meeting is more than 30 days earlier or later than the first anniversary date of the most recent annual meeting, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation, provided, however, that, in respect of the annual meeting of shareholders to be held in 2012, a shareholder’s notice will be considered timely if delivered, either in person or by certified mail, postage prepaid, and received at the principal executive office of the Corporation, on or before March 31, 2012. Each notice to the Secretary shall set forth (a) as to any business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (b) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the proposal between or among such shareholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder and such beneficial owner, with respect to shares of stock of the Corporation (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting), (v) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (vi) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or otherwise to solicit proxies from shareholders in support of such proposal. In addition, the shareholder shall promptly provide any other information reasonably requested by the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a proposal was not made in accordance with the foregoing procedure, and if he

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should so determine, he shall so declare to the meeting and the defective proposal shall be disregarded. Notwithstanding the foregoing provisions of this Section 6, a shareholder who seeks to have any proposal included in the Corporation’s proxy statement shall comply with applicable state law and the requirements of the rules and regulations promulgated by the Securities and Exchange Commission. The requirements of this Section 6 shall apply to any business to be brought before an annual meeting by a shareholder (other than the nomination of a person for election as a director, which is governed by Section 3 of Article IV) whether such business is to be included in the Corporation’s proxy statement or presented to shareholders by means of an independently financed proxy solicitation.

Section 7. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE III

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to a vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted on the original date of the meeting.

Section 2. If a quorum is present, the affirmative vote of holders of a majority of the shares of stock represented at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

Section 3. Each outstanding share of stock having voting power shall entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. The Board of Directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall, appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting or

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at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares.

ARTICLE IV

DIRECTORS

Section 1. The Board of Directors of the Corporation shall consist of such number of directors, not less than three nor more than eleven, as shall be fixed from time to time by resolution of the Board of Directors. The number of directors constituting the entire Board may be changed from time to time by resolution adopted by the Board of Directors, provided no decrease made in such number shall shorten the term of any incumbent director.

Section 2. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the Corporation. The directors shall be elected at the annual meeting of the shareholders or a special meeting of the shareholders called for the purpose of electing directors and, except as hereinafter provided, each director elected shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3. (a) Nominations for the election of directors may be made by a committee appointed by the Board of Directors (or, in the absence of such committee, by the Board of Directors) or by any shareholder entitled to vote generally in the election of directors. However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as directors at an annual meeting or a special meeting called for the purpose of electing directors only if written notice of such shareholder’s intention to make such nomination or nominations has been given, to the Secretary of the Corporation, either by personal delivery or by certified mail, postage prepaid, and received at the principal executive office of the Corporation (1) with respect to an election to be held at an annual meeting of shareholders, (a) not less than one hundred twenty (120) days prior to the first anniversary date of the Corporation’s proxy statement in connection with the last annual meeting or (b) in the case of the first annual meeting following the effective date of this Section 3 (March 10, 2010) or if no annual meeting was held in the previous year or if the date of the annual meeting is more than 30 days earlier or later than the first anniversary date of the most recent annual meeting, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation, provided, however, that in respect of the annual meeting of shareholders to be held in 2012, a shareholder’s notice will be considered timely if

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given to the Secretary of the Corporation, either by personal delivery or by certified mail, postage prepaid, and received at the principal executive office of the Corporation on or before March 31, 2012, and (2) with respect to an election to be held at a special meeting of shareholders, the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation. Each such notice to the Secretary shall set forth (i) the name and address of such shareholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner, if any, and such shareholder’s nominees; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the proposal between or among such shareholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder and such beneficial owner, with respect to shares of stock of the Corporation (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting), (v) a description of all arrangements or understandings between the shareholder and each such nominee; (vi) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (vii) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or otherwise to solicit proxies from shareholders in support of such proposal; (viii) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the nominees of such shareholder; and (ix) the consent of each nominee to serve as a director of the Corporation if so elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(b) The Corporation shall include in its proxy materials for a meeting of shareholders at which directors are to be elected the name, together with the Disclosure and Statement (both as defined below in this Section 3(b)), of any person nominated for election (the “Nominee”) to the Board of Directors by a shareholder that satisfies the requirements of this Section 3(b) (the “Nominator”), and allow shareholders

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to vote with respect to such Nominee on the Corporation’s proxy card. A Nominator may nominate one candidate for election at a meeting. A Nominator must: (i) have beneficially owned 5% or more of the Corporation’s outstanding common stock continuously for at least two years as of both the date the written notice of the nomination is submitted to the Corporation and the record date for the meeting at which directors are to be elected (the “Required Shares”); (ii) provide written notice that is received by the Corporation’s Secretary within the time period specified in Article IV, Section 3(a) of these by-laws containing (A) with respect to the Nominee, (1) the information required by Article IV, Section 3 of these by-laws and (2) such Nominee’s consent to being named in the proxy statement and to serving as a director if elected; and (B) with respect to the Nominator, proof of ownership of the Required Shares (the information referred to in clauses (i) and (ii) above being referred to as the “Disclosure”); and (iii) execute an undertaking that the Nominator agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the shareholders of the Corporation, including, without limitation, the Disclosure and Statement, and (B) to the extent it uses soliciting material other than the Corporation’s proxy materials, comply with all applicable laws and regulations. The Nominator may furnish, at the time the Disclosure is submitted, a statement for inclusion in the Company’s proxy statement, not to exceed 500 words, in support of the Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 3(b), the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes would violate any applicable law or regulation. Any Nominator whose Nominee does not receive at least 25% of the votes cast in the related election of directors will be prohibited from serving as a Nominator for four years from the date of the annual meeting in question. Notwithstanding the foregoing, upon the effectiveness of Rule 14a-11 of the Exchange Act of 1934, as amended (as adopted pursuant to SEC Release No. 34-62764 and as such Rule 14a-11 may be amended, revised or superseded by any successor rule(s) and regulation(s) promulgated by the Securities and Exchange Commission), this Section 3(b) shall expire and this Section 3(b) and all references thereto contained in these by-laws shall be of no further force and effect.

Section 4. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting of shareholders called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting of the Board of Directors called for that purpose.

Section 5. Vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority vote of the directors in office, although less than a quorum, or by election by the shareholders at any meeting thereof. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

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Section 6. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 7. The directors may keep the books of the Corporation, except such as are required by law to be kept within the State, outside the State of New York, at such place or places as they may from time to time determine.

Section 8. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New York, at such places as the Board may from time to time determine.

Section 2. Regular meetings of the Board of Directors may be held without notice at such time as the Board may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Independent Lead Director (if any) or the Chief Executive Officer, and shall be called by the Chairman of the Board of Directors, the Independent Lead Director (if any), the Chief Executive Officer or the Secretary on the written request of a majority of the Board of Directors. Notice of special meetings of the Board of Directors shall be given personally, by mail, telephone, facsimile or electronic (e-mail) transmission, to each director not later than 48 hours prior to the time fixed for meeting; provided, however, that notice may be given not later than 36 hours prior to the time fixed for meeting if given by the Chairman of the Board and the Chief Executive Officer acting jointly or, if the Chairman of the Board and the Chief Executive Officer are the same person, by the Chairman of the Board/Chief Executive Officer and the Independent Lead Director, acting jointly.

Section 3. Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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Section 4. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 5. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board of Directors, or the committee, consent in writing to the adoption of a resolution authorizing the action. Any such resolution and the written consents thereto by the members of the Board of Directors or the committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

Section 6. Any one or more members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE VI

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the entire Board, shall designate, from among its members, an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee, and may designate, from any of its members, an Executive Committee or other committees, each consisting of one or more directors, unless otherwise required under applicable law or regulation or under any rule of a national stock exchange or over-the-counter market on which the Company’s securities are then traded or quoted (a “Listing Rule”), and each of which, to the extent provided in the applicable resolution, shall have all the authority of the Board to the fullest extent permitted by law. Vacancies in the membership of each committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The Board of Directors shall have power, at any time, to change or remove the members of any committee created pursuant to these by-laws, either with or without cause. All committees created by the Board shall keep regular minutes of their proceedings and report such proceedings to the Board at the regular meeting of the Board immediately subsequent to any such committee proceeding.

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ARTICLE VII

NOTICES

Section 1. Whenever, under applicable law or the provisions of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile or electronic (e-mail) transmission, and shall be given by facsimile or electronic (e-mail) transmission simultaneously to each director to whom notice is sent by mail.

Section 2. Whenever any notice of a meeting is required to be given under applicable law or the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

OFFICERS

Section 1. The Board of Directors shall appoint the officers of the Corporation, which may include a Chief Executive Officer, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers and agents as the Board of Directors may from time to time deem proper.

Section 2. The officers of the Corporation, unless removed by the Board of Directors as herein provided, shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

CHIEF EXECUTIVE OFFICER

Section 3. Except as the Board may otherwise determine, the Chief Executive Officer shall, subject to the oversight of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

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VICE-PRESIDENTS

Section 4. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.

SECRETARY AND ASSISTANT SECRETARIES

Section 5. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for any committee appointed by the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders, and shall perform such other duties as may be prescribed by these by-laws or the Board of Directors. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by signature of the Secretary or by the signature of such Assistant Secretary. The Board of Directors may give the general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

Section 6. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

TREASURER AND ASSISTANT TREASURERS

Section 7. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

Section 8. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chairman of the Board of Directors and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all the transactions performed as Treasurer and of the financial condition of the Corporation.

Section 9. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such

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office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under the Treasurer’s control belonging to the Corporation.

Section 10. The Assistant Treasurer, or, if there be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE IX

INDEMNIFICATION

Section 1. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by the New York Business Corporation law (the “BCL”) as the same now exists or may hereafter be amended.

Section 2. The indemnification and advancement of expenses granted pursuant to this Article IX shall not be exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, when authorized by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Nothing contained in this Article IX shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 3. No amendment, modification or rescission of this Article IX shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

ARTICLE X

SHARES

Section 1. Shares of the Corporation’s stock may be evidenced by certificates for shares of stock or may be issued in uncertificated form in accordance with the BCL. The issuance of shares in uncertificated form shall not affect shares already

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represented by a certificate until the certificate is surrendered to the Corporation. Every holder of shares of stock in the Corporation that is represented by certificates shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation and registered in certificated form. Such certificates shall be numbered and entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the Chairman of the Board or the Chief Executive Officer, and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof. When the Corporation is authorized to issue sharers of more than one class, every certificate issued and every statement that may be sent to a holder of uncertificated shares shall set forth a statement that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

Section 2. The signatures of the officers of the Corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate has been lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF SHARES

Section 4. Transfers of shares of stock of the Corporation shall be made on the books of the Corporation after receipt of a request with proper evidence of succession, assignation, or authority to transfer by the record holder of such stock, or by an attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate. Subject to the foregoing, the Board of

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Directors may make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers.

FIXING RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60) nor less than ten days before the date of any meeting nor more than sixty (60) days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person registered on its books as the owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be projected as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

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ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the Corporation’s bonds or its property, including the shares or bonds of other corporations, subject to any provisions of law and of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall deem to be in the best interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the Corporation shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer and/or such other officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be amended or repealed or new by-laws may be adopted by majority vote at any regular or special meeting of shareholders at which a quorum is present or represented, provided notice of the proposed alteration, amendment or repeal shall have been contained in the notice of such meeting.

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Section 2. Subject to the by-laws adopted by the shareholders, these by-laws may be amended by the affirmative vote of a majority of the Board of Directors, at any regular meeting, or at any special meeting of the Board if notice of the proposed amendment shall have been given; provided, however, that, without approval by a majority vote at any regular or special meeting of shareholders at which a quorum is present or represented, Section 2(b) of Article II shall not be amended or repealed and the Board of Directors shall not adopt a by-law that fixes the date for annual meetings of shareholders. If any by-law regulating an impending election of directors is adopted or amended or repealed by the Board, there shall be set forth in the notice of the next meeting of the shareholders for the election of directors the by-law so adopted or amended or repealed together with a concise statement of the changes made. The directors may repeal by-laws passed by them but may not repeal the by-laws passed by the shareholders.

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EX-99.1

Exhibit 99.1

CONTACT:	Paul D. Baker
	Comverse Technology, Inc.
	(212) 739-1060

Comverse Technology Announces Second Quarter Results;

Conference Call to Discuss Selected Financial Information to be Held Today at 8:00 AM

NEW YORK, NY, September 8, 2011 – Comverse Technology, Inc. (“CTI”; Pink Sheets: CMVT.PK) today announced its results for the three months ended July 31, 2011.

Consolidated Highlights: Below is selected financial information for the three months ended July 31, 2011 and 2010 prepared in accordance with generally accepted accounting principles (“GAAP”) and not in accordance with GAAP (“non-GAAP”).

• Revenue decreased 5.8% to $386.4 million.

• GAAP net loss attributable to CTI increased 64.2% to $39.7 million.

• GAAP basic and diluted loss per share attributable to CTI’s shareholders increased from $0.12 to $0.19.

• Non-GAAP net income attributable to CTI¹ increased 61.8% to $22.5 million.

• Basic and diluted non-GAAP earnings per share attributable to CTI’s shareholders increased from $0.07 to $0.11.

CTI is a holding company that conducts business through its subsidiaries, principally its wholly-owned subsidiary, Comverse, Inc. (“Comverse”), and its majority-owned subsidiaries, Verint Systems Inc. (“Verint”), Starhome B.V. (“Starhome”) and, prior to its sale during fiscal 2010, Ulticom, Inc. For the current fiscal periods, CTI’s reportable segments were Comverse, Verint and All Other.

Comverse Segment: Below is selected financial information for the three and six months ended July 31, 2011 and 2010 for the Comverse segment.

	Three Months Ended July 31,						Six Months Ended July 31,
(Dollars in thousands)	2011			2010			2011			2010
Total revenue	$	182,055		$	221,547		$	345,819		$	398,118
GAAP income (loss) from operations	$	9,591		$	(13,207	)	$	(28,084	)	$	(67,457	)
GAAP Operating margin		5.3	%		(6.0	%)		(8.1	%)		(16.9	%)
Segment revenue	$	182,055		$	221,547		$	345,819		$	398,118
Segment performance²	$	16,821		$	14,267		$	10,617		$	(10,561	)
Segment performance margin		9.2	%		6.4	%		3.1	%		(2.7	%)

Charles Burdick, Chairman and Chief Executive Officer of CTI said, “We are pleased to present our second quarter results on a timely basis. We have now provided all current financial information providing our investors, customers and employees with greater transparency into our results and we will seek to relist on NASDAQ as soon as possible, enabling broader investor participation. Importantly, our Comverse segment achieved positive GAAP operating income, strong segment performance margin and positive cash flow from operations through a more focused business strategy emphasizing operating efficiency and profitability. In addition, our majority-owned Verint and Starhome subsidiaries continued to deliver growth and strong operating performance.”

¹  “Non-GAAP net income (loss) attributable to Comverse Technology, Inc.” and “Non-GAAP earnings (loss) per share attributable to Comverse Technology, Inc.’s shareholders” have not been prepared in accordance with GAAP. See “Presentation of Non-GAAP Financial Measures” and “Comverse Technology, Inc. and Subsidiaries Consolidated Reconciliation of GAAP to Non-GAAP Financial Measures” below.

²  For additional information concerning the computation of “segment performance” and the reasons for using this financial measure, see “Segment Performance” below. Segment performance margin reflects segment performance as a percentage of segment revenue.

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Comverse Segment Results

Total Revenue and Segment Revenue

Total and segment revenue for the Comverse segment was $182.1 million for the current fiscal quarter, a decrease of 17.8% compared to the $221.5 million for the prior year fiscal quarter. Total and segment revenue included $1.1 million and $0.5 million of intercompany revenue for the current fiscal quarter and the prior year fiscal quarter, respectively.

Revenue from customer solutions was $91.4 million for the current fiscal quarter, a decrease of $42.7 million, or 31.8%, compared to the prior year fiscal quarter. Revenue from maintenance was $89.6 million for the current fiscal quarter, an increase of $2.6 million, or 3.0%, compared to the prior year fiscal quarter.

Revenue from Business Support Systems (“BSS”) customer solutions and maintenance was $85.5 million for the current fiscal quarter, an increase of $3.9 million, or 4.8%, compared to the prior year fiscal quarter. Revenue from Value-Added Services (“VAS”) customer solutions and maintenance was $95.5 million for the current fiscal quarter, a decrease of $44.0 million, or 31.5%, compared to the prior year fiscal quarter. The decline in VAS revenue was in large part the result of the company’s Business Transformation plan, which was initially presented in 2010, and involves the adoption of a more focused and selective approach to the voice and messaging product markets, including the implementation of more strict profitability criteria in the pursuit of new business.

GAAP Income (Loss) from Operations

Income from operations for the Comverse segment was $9.6 million for the current fiscal quarter, compared to loss from operations of $13.2 million for the prior year fiscal quarter.

Segment Performance

Comverse segment performance was $16.8 million for the current fiscal quarter, representing a segment performance margin of 9.2%, compared to $14.3 million for the prior year fiscal quarter, representing a segment performance margin of 6.4%.

Financial Condition of CTI and the Comverse Segment

As of July 31, 2011, CTI and the Comverse segment had combined cash, cash equivalents, bank time deposits and restricted cash of approximately $374.2 million, compared to approximately $380.3 million as of April 30, 2011. During the current fiscal quarter, CTI and Comverse made significant disbursements aggregating approximately $55.3 million, primarily related to a payment under a class action settlement agreement, professional fees and restructurings. In addition, during such period, CTI’s holding company operations experienced negative cash flows from operations. These decreases were partially offset by aggregate cash proceeds of approximately $28.6 million received by CTI from sales and redemptions of auction rate securities (“ARS”) and in connection with the settlement of certain CTI claims against a third party. In addition, during the current fiscal quarter, Comverse had positive cash flows from operations.

Restricted cash aggregated $78.5 million as of July 31, 2011, compared to $69.0 million as of April 30, 2011. Cash, cash equivalents, bank time deposits and restricted cash excludes ARS. As of July 31, 2011 and April 30, 2011, CTI had $68.9 million and $94.2 million aggregate principal amount of ARS, respectively, with a carrying value on each such date of approximately $51.9 million and $72.4 million, respectively. As previously disclosed, proceeds from sales and redemptions of ARS (including interest thereon) are restricted under the terms of the consolidated shareholder class action settlement agreement.

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As of July 31, 2011 and April 30, 2011, CTI and the Comverse segment had combined indebtedness of approximately $2.2 million.

Verint Segment

Verint is a majority-owned subsidiary of CTI. Its common stock is traded on the NASDAQ Global Market under the symbol “VRNT.”

For additional information concerning Verint’s results for the three and six months ended July 31, 2011, please see the press release to be issued by Verint on September 8, 2011, which will be available on Verint’s website, www.verint.com and will also be included as an exhibit to the Current Report on Form 8-K filed by Verint with the Securities and Exchange Commission (the “SEC”), and Verint’s quarterly report on Form 10-Q for the three months ended July 31 2011.

Conference Call Information

We will be conducting a conference call today at 8:00 am to discuss our results for the second quarter. An on-line, real-time webcast of the conference call will be available on our website at www.cmvt.com. The conference call can also be accessed live via telephone at 1-678-825-8369. Please dial in 5-10 minutes prior to the scheduled start time.

A replay of the call will be available, beginning at approximately 11:00 am on September 8, 2011, for thirty days, at 404-537-3406, and archived via webcast at www.cmvt.com. The replay access code is 98059155.

Segment Performance

CTI uses segment performance, as defined below, as the primary basis for assessing the financial results of its segments and for the allocation of resources. Segment performance, as defined by CTI’s management in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance relating to segment reporting, is not necessarily comparable to other similarly titled captions of other companies. Segment performance, as defined by management, represents operating results of a segment without the impact of significant expenditures incurred by the segment in connection with the efforts to become current in periodic reporting obligations under the federal securities laws, certain non-cash charges, and certain other insignificant gains and charges.

Segment performance is computed by management as income (loss) from operations adjusted for the following: (i) stock-based compensation expense; (ii) amortization of acquisition-related intangibles; (iii) compliance-related professional fees; (iv) compliance-related compensation and other expenses; (v) impairment charges; (vi) litigation settlements and related costs; (vii) acquisition-related charges; (viii) restructuring and integration charges; and (ix) certain other insignificant gains and charges. Compliance-related professional fees and compliance-related compensation and other expenses relate to fees and expenses incurred in connection with (a) the company’s efforts to complete current and previously issued financial statements and audits of such financial statements and (b) the company’s efforts to become and remain current in its periodic reporting obligations under the federal securities laws.

In evaluating each segment’s performance, management uses segment revenue, which consists of revenue generated by the segment, including intercompany revenue. Certain segment performance adjustments relate to expenses included in the calculation of income (loss) from operations, while, from time to time, certain segment performance adjustments may be presented as adjustments to revenue. In calculating Verint’s segment performance for the three and six months ended July 31, 2011, the presentation of segment revenue gives effect to segment revenue adjustments that represent the impact of fair value adjustments required under the FASB’s guidance relating to acquired customer support contracts that

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would have otherwise been recognized as revenue on a standalone basis with respect to an acquisition consummated by Verint in March 2011. Verint did not have a segment revenue adjustment for the three and six months ended July 31, 2010.

Presentation of Non-GAAP Financial Measures

CTI provides Non-GAAP net income (loss) attributable to Comverse Technology, Inc. and Non-GAAP earnings (loss) per share attributable to Comverse Technology, Inc.’s shareholders as additional information for its operating results. These measures are not in accordance with, or alternatives for, GAAP financial measures and may be different from, or not comparable to similarly titled or other non-GAAP financial measures used by other companies. CTI believes that the presentation of these non-GAAP financial measures provides useful information to investors regarding certain additional financial and business trends relating to its results of operations as viewed by management in monitoring the company’s businesses. In addition, management uses these non-GAAP financial measures for reviewing financial results and for planning purposes. See “Comverse Technology, Inc. and Subsidiaries Consolidated Reconciliation of GAAP to Non-GAAP Financial Measures” below.

About Comverse Technology, Inc.

Comverse Technology, Inc., through its wholly-owned subsidiary Comverse, is the world’s leading provider of software and systems enabling converged billing and active customer management and value-added voice, messaging and mobile Internet services. Comverse’s extensive customer base spans more than 125 countries and covers over 450 communication service providers serving more than two billion subscribers. CTI also holds majority ownership positions in Verint (Nasdaq: VRNT) and privately-held Starhome.

Forward-Looking Statements

Certain statements appearing in this press release constitute “forward-looking statements.” Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this press release. These and other risks, uncertainties and other important factors are described in CTI’s recent filings with the SEC, including, without limitation, in Item 1A, “Risk Factors” of its Annual Report on Form 10-K for the fiscal year ended January 31, 2011 (the “2010 Form 10-K”) and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2010 Form 10-K, and include, among other things, the following risks and uncertainties:

• the risk that the registration of CTI’s common stock will be revoked by a non-appealable order of the SEC, pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if the SEC fails to approve an Offer of Settlement made on July 26, 2011 (which reflects the terms of an agreement in principle entered into with the SEC’s Division of Enforcement on July 13, 2011) or, if approved, if the Division of Enforcement, in its sole discretion, determines that the company’s Quarterly Report for the quarter ended July 31, 2011 contains deficiencies that are not remedied by CTI within five business days from the date that the Division of Enforcement notifies CTI of such deficiencies. If a final order is issued by the SEC to revoke the registration of CTI’s

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common stock, brokers, dealers and other market participants would be prohibited from buying, selling, making market in, publishing quotations of, or otherwise effecting transactions with respect to, such common stock and, as a result, public trading of CTI’s common stock would cease and investors would find it difficult to acquire or dispose of CTI’s common stock or obtain accurate price quotations for CTI’s common stock, which could result in a significant decline in the value of CTI’s common stock, and our business and liquidity may be adversely impacted, including, without limitation, an adverse impact on CTI’s ability to issue stock to raise equity capital, engage in business combinations, provide employee equity incentives or use CTI’s common stock to make a significant payment under a consolidated shareholder class action settlement agreement;

• the risk of diminishment in our capital resources as a result of, among other things, future negative cash flows from operations at Comverse or the continued incurrence of significant expenses by CTI and Comverse in connection with the filing by CTI of periodic reports under the federal securities laws and the remediation of material weaknesses in internal control over financial reporting;

• the continuation of material weaknesses or the discovery of additional material weaknesses in our internal control over financial reporting and any delay in the implementation of remedial measures;

• the review of the periodic reports of CTI and Verint Systems by the staff of the SEC could result in amendments to our and Verint Systems’ financial information or other disclosures;

• the risk that, if CTI ceases to maintain a majority ownership of Verint Systems’ outstanding equity securities and ceases to maintain control over Verint’s operations, it may be required to no longer consolidate Verint’s financial statements within its consolidated financial statements and, in such event, the presentation of CTI’s consolidated financial statements would be materially different from the presentation for the fiscal periods covered by this press release and for the fiscal years covered by the 2010 Form 10-K;

• CTI may be unable to relist its common stock on the NASDAQ Stock Market or another national securities exchange, in which case, CTI’s common stock would continue to be traded over-the-counter on the “Pink Sheets” and shareholders may continue to experience limited liquidity due to, among other things, the absence of market makers;

• we may need to recognize further impairment of intangible assets or financial assets, including our ARS portfolio, and goodwill;

• the effects of any potential decline or weakness in the global economy (due to among other things, the downgrade of the U.S. credit rating and European sovereign debt crisis) on the telecommunications industry, which may result in reduced information technology spending and reduced demand for our subsidiaries’ products and services;

• disruption in the credit and capital markets may limit our ability to access capital;

• potential loss of business opportunities due to continued concern on the part of customers, partners, investors and employees about our financial condition and CTI’s previous extended delay in becoming current in its periodic reporting obligations under the federal securities laws;

• rapidly changing technology in our subsidiaries’ industries and our subsidiaries’ ability to enhance existing products and develop and market new products;

• our subsidiaries’ dependence on contracts for large systems and large installations for a significant portion of their sales and operating results including, among other things, the lengthy and complex bidding and selection process, the difficulty predicting their ability to obtain particular contracts and the timing and scope of these opportunities;

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• the difficulty in predicting operating results as a result of lengthy and variable sales cycles, focus on large customers and installations, short delivery windows required by customers, and the high percentage of orders typically generated late in the fiscal quarter;

• the deferral or loss of one or more significant orders or customers or a delay in an expected implementation of such an order could materially and adversely affect our results of operations in any fiscal period, particularly if there are significant sales and marketing expenses associated with the deferred, lost or delayed sales;

• the potential incurrence by our subsidiaries of significant costs to correct previously undetected operational problems in their complex products;

• our subsidiaries’ dependence on a limited number of suppliers and manufacturers for certain components and third party software could cause a supply shortage and/or interruptions in product supply;

• the risk that increased competition could force our subsidiaries to lower their prices or take other actions to differentiate their products and changes in the competitive environment in the telecommunications industry worldwide could seriously affect Comverse’s business;

• the risk that increased costs or reduced demand for Comverse’s products resulting from compliance with evolving telecommunications regulations and the implementation of new standards may adversely affect our business and financial condition;

• the risk that Comverse will be unable to comply with stringent standards imposed through Indian telecommunications service providers on equipment and software vendors that are not Indian owned or controlled by the Department of Telecommunications of the Government of India (the “DoT”), in which case Comverse’s ability to conduct business in India will be substantially limited and our revenue, profitability and cash flows would be materially adversely affected;

• risks associated with significant indemnification obligations and various other obligations to which Comverse is, and will continue to be, subject as part of its compliance with DoT prescribed standards;

• the risk that the failure or delay in achieving interoperability of Comverse’s products with its customers’ systems could impair its ability to sell its products;

• the competitive bidding process used to generate sales requires our subsidiaries to expend significant resources with no guarantee of recoupment;

• our subsidiaries’ inability to maintain relationships with value added resellers, systems integrators and other third parties that market and sell their products could adversely impact our financial condition and results of operations;

• third parties’ infringement of our subsidiaries’ proprietary technology and the infringement by our subsidiaries of the intellectual property of third parties, including through the use of free or open source software;

• risks of certain contractual obligations of our subsidiaries exposing them to uncapped liabilities;

• the impact of mergers and acquisitions, including, but not limited to, difficulties relating to integration, the achievement of anticipated synergies and the implementation of required controls, procedures and policies at the acquired company;

• risks associated with significant foreign operations and international sales, including the impact of geopolitical, economic and military conditions in foreign countries, conducting operations in countries with a history of corruption, entering into transactions with foreign governments and ensuring compliance with laws that prohibit improper payments;

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• adverse fluctuations of currency exchange rates;

• risks relating to our significant operations in Israel, including economic, political and/or military conditions in Israel and the surrounding Middle East, and uncertainties relating to research and development grants, tax benefits and the ability of our Israeli subsidiaries to pay dividends;

• potential decline in the price of CTI’s common stock in the event that holders of securities awarded under CTI’s equity incentive plans elect to sell a significant number of shares after CTI makes provision for the registration for issuance or sale of securities awarded under equity incentive plans;

• the issuance of additional equity securities diluting CTI’s outstanding common stock, including the potential issuance of shares of CTI’s common stock in November 2011 pursuant to the settlement agreement of a consolidated shareholder class action;

• risks that the credit ratings of CTI and its subsidiaries could be downgraded or placed on a credit watch based on, among other things, its financial results;

• the ability of Verint to pay its indebtedness as it becomes due or refinance its indebtedness as well as comply with the financial and other restrictive covenants contained therein;

• Verint’s dependence on government contracts and the possibility that U.S. or foreign governments could refuse to purchase Verint’s Communications Intelligence solutions or could deactivate Verint’s security clearances in their countries;

• risks associated with Verint’s handling, or the perception of mishandling, of customers’ sensitive information;

• Verint’s ability to receive or retain necessary export licenses or authorizations; and

• other risks described in filings with the SEC.

The documents and reports we file with the SEC are available through CTI, or its website, www.cmvt.com, or through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov. CTI undertakes no commitment to update or revise any forward-looking statements except as required by law.

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COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

	July 31, 2011			January 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	500,690		$	581,390
Restricted cash and bank time deposits		86,490			73,117
Auction rate securities		51,852			72,441
Accounts receivable, net of allowance of $9,175 and $13,237, respectively		326,966			319,628
Inventories, net		63,482			66,612
Deferred cost of revenue		45,995			51,470
Deferred income taxes		36,493			39,644
Prepaid expenses and other current assets		88,761			91,760
Total current assets		1,200,729			1,296,062
Property and equipment, net		75,662			66,843
Goodwill		982,951			967,224
Intangible assets, net		177,328			196,460
Deferred cost of revenue		146,767			158,703
Deferred income taxes		8,481			20,766
Other assets		106,634			107,864
Total assets	$	2,698,552		$	2,813,922
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	363,586		$	401,940
Convertible debt obligations		2,195			2,195
Deferred revenue		552,091			559,873
Deferred income taxes		13,702			13,661
Bank loans		6,000			6,000
Litigation settlement		116,150			146,150
Income taxes payable		13,033			11,486
Other current liabilities		47,914			50,280
Total current liabilities		1,114,671			1,191,585
Bank loans		591,105			583,234
Deferred revenue		270,150			270,934
Deferred income taxes		80,864			52,953
Other long-term liabilities		221,037			229,329
Total liabilities		2,277,827			2,328,035
Commitments and contingencies
Equity:
Comverse Technology, Inc. shareholders’ equity:
Common stock, $0.10 par value - authorized, 600,000,000 shares; issued 205,636,586 and 204,937,882 shares, respectively; outstanding, 205,033,176 and 204,533,916 shares, respectively		20,564			20,494
Treasury stock, at cost, 603,410 and 403,966 shares, respectively		(4,909	)		(3,484	)
Additional paid-in capital		2,108,029			2,088,717
Accumulated deficit		(1,806,530	)		(1,707,638	)
Accumulated other comprehensive income		11,937			14,919
Total Comverse Technology, Inc. shareholders’ equity		329,091			413,008
Noncontrolling interest		91,634			72,879
Total equity		420,725			485,887
Total liabilities and equity	$	2,698,552		$	2,813,922

8

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended July 31,						Six Months Ended July 31,
	2011			2010			2011			2010
Revenue:
Product revenue	$	165,902		$	184,576		$	307,937		$	348,531
Service revenue		220,465			225,666			427,927			418,599
Total revenue		386,367			410,242			735,864			767,130
Costs and expenses:
Product costs		67,087			74,257			121,698			140,637
Service costs		116,134			113,601			227,571			223,825
Selling, general and administrative		137,622			171,257			288,969			362,380
Research and development, net		51,499			63,307			105,938			130,204
Other operating expenses:
Litigation settlements		—			(150	)		—			(150	)
Restructuring charges		1,963			1,020			13,050			6,976
Total costs and expenses		374,305			423,292			757,226			863,872
Income (loss) from operations		12,062			(13,050	)		(21,362	)		(96,742	)
Interest income		1,550			1,008			2,667			2,002
Interest expense		(8,005	)		(6,053	)		(17,133	)		(12,221	)
Loss on extinguishment of debt		—			—			(8,136	)		—
Other income, net		12,519			3,938			12,397			5,615
Income (loss) before income tax provision		18,126			(14,157	)		(31,567	)		(101,346	)
Income tax provision		(50,015	)		(2,604	)		(57,440	)		(2,226	)
Net loss from continuing operations		(31,889	)		(16,761	)		(89,007	)		(103,572	)
Loss from discontinued operations, net of tax		—			(1,413	)		—			(3,053	)
Net loss		(31,889	)		(18,174	)		(89,007	)		(106,625	)
Less: Net (income) loss attributable to noncontrolling interest		(7,808	)		(5,999	)		(9,885	)		577
Net loss attributable to Comverse Technology, Inc.	$	(39,697	)	$	(24,173	)	$	(98,892	)	$	(106,048	)
Weighted average common shares outstanding:
Basic and Diluted		206,079,868			205,248,892			205,892,853			205,068,754
Loss per share attributable to Comverse Technology, Inc.’s shareholders:
Basic and Diluted loss per share
Continuing operations	$	(0.19	)	$	(0.12	)	$	(0.48	)	$	(0.51	)
Discontinued operations		—			(0.00	)		—			(0.01	)
Basic and Diluted loss per share	$	(0.19	)	$	(0.12	)	$	(0.48	)	$	(0.52	)
Net loss attributable to Comverse Technology, Inc.
Net loss from continuing operations	$	(39,697	)	$	(23,173	)	$	(98,892	)	$	(103,824	)
Loss from discontinued operations, net of tax		—			(1,000	)		—			(2,224	)
Net loss attributable to Comverse Technology, Inc.	$	(39,697	)	$	(24,173	)	$	(98,892	)	$	(106,048	)

9

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended July 31,
	2011			2010
Cash flows from operating activities:
Net cash used in operating activities - continuing operations	$	(75,365	)	$	(158,609	)
Net cash used in operating activities - discontinued operations		—			(1,743	)
Net cash used in operating activities		(75,365	)		(160,352	)
Cash flows from investing activities:
Proceeds from sales and maturities of investments		25,780			54,534
Acquisition of businesses, net of cash acquired		(11,958	)		(15,292	)
Purchase of property and equipment		(9,539	)		(10,170	)
Capitalization of software development costs		(1,662	)		(858	)
Net change in restricted cash and bank time deposits		(13,114	)		9,084
Settlement of derivative financial instruments not designated as hedges		(1,074	)		(11,147	)
Other, net		1,569			208
Net cash (used in) provided by investing activities - continuing operations		(9,998	)		26,359
Net cash provided by investing activities - discontinued operations		—			54,766
Net cash (used in) provided by investing activities		(9,998	)		81,125
Cash flows from financing activities:
Debt issuance costs and other debt-related costs		(15,034	)		(3,688	)
Proceeds from borrowings, net of original issuance discount		597,000			—
Repayment of bank loans, long-term debt and other financing obligations		(589,811	)		(22,679	)
Repurchase of common stock		(1,425	)		(480	)
Net proceeds from issuance of common stock by subsidiaries		7,889			7,504
Other, net		(2,004	)		—
Net cash used in financing activities - continuing operations		(3,385	)		(19,343	)
Net cash provided by financing activities - discontinued operations		—			156
Net cash used in financing activities		(3,385	)		(19,187	)
Effects of exchange rates on cash and cash equivalents		8,048			(2,965	)
Net decrease in cash and cash equivalents		(80,700	)		(101,379	)
Cash and cash equivalents, beginning of period including cash of discontinued operations		581,390			574,872
Cash and cash equivalents, end of period including cash of discontinued operations	$	500,690		$	473,493
Less: Cash and cash equivalents of discontinued operations at end of period		—			(66,821	)
Cash and cash equivalents, end of period	$	500,690		$	406,672
Non-cash investing and financing transactions:
Accrued but unpaid purchases of property and equipment	$	889		$	2,741
Inventory transfers to property and equipment	$	14,151		$	326

10

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION

(Unaudited)

(In thousands)

	Comverse			Verint			All Other			Eliminations			Consolidated Totals
	(In thousands)
Three Months Ended July 31, 2011:
Revenue	$	180,958		$	194,959		$	10,450		$	—		$	386,367
Intercompany revenue		1,097			—			1,121			(2,218	)		—
Total revenue	$	182,055		$	194,959		$	11,571		$	(2,218	)	$	386,367
Total costs and expenses	$	172,464		$	173,549		$	30,529		$	(2,237	)	$	374,305
Income (loss) from operations	$	9,591		$	21,410		$	(18,958	)	$	19		$	12,062
Computation of segment performance:
Total revenue	$	182,055		$	194,959		$	11,571
Segment revenue adjustment		—			727			—
Segment revenue	$	182,055		$	195,686		$	11,571
Total costs and expenses	$	172,464		$	173,549		$	30,529
Segment expense adjustments:
Stock-based compensation expense		1,029			6,641			674
Amortization of acquisition-related intangibles		4,498			8,100			—
Compliance-related professional fees		(2,142	)		17			11,609
Compliance-related compensation and other expenses		1,874			—			—
Impairment charges		29			—			—
Litigation settlements and related costs		(1	)		—			4
Acquisition-related charges		—			2,820			—
Restructuring and integration charges		1,963			—			—
Other		(20	)		671			2,905
Segment expense adjustments		7,230			18,249			15,192
Segment expenses		165,234			155,300			15,337
Segment performance	$	16,821		$	40,386		$	(3,766	)
Interest expense	$	(141	)	$	(7,857	)	$	(7	)	$	—		$	(8,005	)
Depreciation and amortization	$	(8,848	)	$	(12,585	)	$	(216	)	$	—		$	(21,649	)
Other non-cash items (1)	$	29		$	19		$	—		$	—		$	48

(1) Other non-cash items consist primarily of write-offs and impairments of property and equipment.

11

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION (continued)

(Unaudited)

(In thousands)

	Comverse			Verint			All Other			Eliminations			Consolidated Totals
	(In thousands)
Three Months Ended July 31, 2010:
Revenue	$	221,053		$	180,676		$	8,513		$	—		$	410,242
Intercompany revenue		494			—			205			(699	)		—
Total revenue	$	221,547		$	180,676		$	8,718		$	(699	)	$	410,242
Total costs and expenses	$	234,754		$	156,877		$	32,540		$	(879	)	$	423,292
(Loss) income from operations	$	(13,207	)	$	23,799		$	(23,822	)	$	180		$	(13,050	)
Computation of segment performance:
Total revenue	$	221,547		$	180,676		$	8,718
Segment revenue adjustment		—			—			—
Segment revenue	$	221,547		$	180,676		$	8,718
Total costs and expenses	$	234,754		$	156,877		$	32,540
Segment expense adjustments:
Stock-based compensation expense		541			8,035			2,420
Amortization of acquisition-related intangibles		4,653			7,558			—
Compliance-related professional fees		20,176			6,067			17,295
Compliance-related compensation and other expenses		1,064			—			5
Litigation settlements and related costs		—			—			15
Acquisition-related charges		—			324			—
Restructuring and integration charges		1,020			—			—
Other		20			540			392
Segment expense adjustments		27,474			22,524			20,127
Segment expenses		207,280			134,353			12,413
Segment performance	$	14,267		$	46,323		$	(3,695	)
Interest expense	$	(125	)	$	(5,936	)	$	8		$	—		$	(6,053	)
Depreciation and amortization	$	(9,790	)	$	(12,054	)	$	(245	)	$	—		$	(22,089	)
Other non-cash items (1)	$	72		$	180		$	—		$	—		$	252

(1) Other non-cash items consist primarily of write-offs and impairments of property and equipment.

12

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION (continued)

(Unaudited)

(In thousands)

	Comverse			Verint			All Other			Eliminations			Consolidated Totals
	(In thousands)
Six Months Ended July 31, 2011:
Revenue	$	344,118		$	371,291		$	20,455		$	—		$	735,864
Intercompany revenue		1,701			—			1,216			(2,917	)		—
Total revenue	$	345,819		$	371,291		$	21,671		$	(2,917	)	$	735,864
Total costs and expenses	$	373,903		$	331,047		$	55,248		$	(2,972	)	$	757,226
(Loss) income from operations	$	(28,084	)	$	40,244		$	(33,577	)	$	55		$	(21,362	)
Computation of segment performance:
Total revenue	$	345,819		$	371,291		$	21,671
Segment revenue adjustment		—			962			—
Segment revenue	$	345,819		$	372,253		$	21,671
Total costs and expenses	$	373,903		$	331,047		$	55,248
Segment expense adjustments:
Stock-based compensation expense		1,697			14,191			3,533
Amortization of acquisition-related intangibles		8,996			16,296			—
Compliance-related professional fees		10,467			1,008			17,406
Compliance-related compensation and other expenses		3,907			—			—
Impairment charges		157			—			—
Litigation settlements and related costs		474			—			88
Acquisition-related charges		—			5,194			—
Restructuring and integration charges		13,050			—			—
Other		(47	)		2,006			3,142
Segment expense adjustments		38,701			38,695			24,169
Segment expenses		335,202			292,352			31,079
Segment performance	$	10,617		$	79,901		$	(9,408	)
Interest expense	$	(471	)	$	(16,651	)	$	(11	)	$	—		$	(17,133	)
Depreciation and amortization	$	(17,348	)	$	(25,539	)	$	(437	)	$	—		$	(43,324	)
Other non-cash items (1)	$	157		$	222		$	—		$	—		$	379

(1) Other non-cash items consist primarily of write-offs and impairments of property and equipment.

13

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

BUSINESS SEGMENT INFORMATION (continued)

(Unaudited)

(In thousands)

	Comverse			Verint			All Other			Eliminations			Consolidated Totals
	(In thousands)
Six Months Ended July 31, 2010:
Revenue	$	397,049		$	353,289		$	16,792		$	—		$	767,130
Intercompany revenue		1,069			—			407			(1,476	)		—
Total revenue	$	398,118		$	353,289		$	17,199		$	(1,476	)	$	767,130
Total costs and expenses	$	465,575		$	333,472		$	66,915		$	(2,090	)	$	863,872
(Loss) income from operations	$	(67,457	)	$	19,817		$	(49,716	)	$	614		$	(96,742	)
Computation of segment performance:
Total revenue	$	398,118		$	353,289		$	17,199
Segment revenue adjustment		—			—			—
Segment revenue	$	398,118		$	353,289		$	17,199
Total costs and expenses	$	465,575		$	333,472		$	66,915
Segment expense adjustments:
Stock-based compensation expense		782			26,005			4,966
Amortization of acquisition-related intangibles		9,312			15,130			—
Compliance-related professional fees		40,402			26,267			35,946
Compliance-related compensation and other expenses		866			—			5
Litigation settlements and related costs		—			—			110
Acquisition-related charges		—			831			—
Restructuring and integration charges		6,976			—			—
Other		(1,442	)		553			481
Segment expense adjustments		56,896			68,786			41,508
Segment expenses		408,679			264,686			25,407
Segment performance	$	(10,561	)	$	88,603		$	(8,208	)
Interest expense	$	(329	)	$	(11,884	)	$	(8	)	$	—		$	(12,221	)
Depreciation and amortization	$	(20,175	)	$	(23,952	)	$	(484	)	$	—		$	(44,611	)
Other non-cash items (1)	$	323		$	223		$	—		$	—		$	546

(1) Other non-cash items consist primarily of write-offs and impairments of property and equipment.

14

COMVERSE TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands, except per share data)

Table of Reconciliation from GAAP Net Loss Attributable to Comverse Technology, Inc. to Non-GAAP Net Income (Loss) Attributable to Comverse Technology, Inc.	Three Months Ended July 31,						Six Months Ended July 31,
	2011			2010			2011			2010
Net loss attributable to Comverse Technology, Inc.	$	(39,697	)	$	(24,173	)	$	(98,892	)	$	(106,048	)
Revenue adjustments related to acquisitions		727			—			962			—
Stock-based compensation expense		8,344			10,996			19,421			31,753
Amortization of acquisition-related intangibles		12,598			12,211			25,292			24,442
Compliance-related professional fees		9,484			43,538			28,881			102,615
Compliance-related compensation and other expenses		1,874			1,069			3,907			871
Impairment charges		29			—			157			—
Litigation settlements and related costs		3			15			562			110
Acquisition-related charges		2,820			324			5,194			831
Restructuring and integration charges		1,963			1,020			13,050			6,976
Other		3,556			952			5,101			(408	)
Impairment of auction rate securities		—			332			—			378
Impairment of UBS put		—			3,625			—			6,696
Unrealized (gains) losses on derivatives, net		(496	)		(3,407	)		611			(7,454	)
Loss on extinguishment of debt		—			—			8,136			—
Loss from discontinued operations, net of tax		—			1,000			—			2,224
Income from litigation settlement		(4,750	)		—			(4,750	)		—
Tax impact on Non-GAAP adjustments (1)		36,109			(26,442	)		34,967			(57,269	)
Noncontrolling interest impact of Non-GAAP adjustments (2)		(10,021	)		(7,125	)		(26,210	)		(22,453	)
Total Non-GAAP adjustments	$	62,240		$	38,108		$	115,281		$	89,312
Non-GAAP net income (loss) attributable to Comverse Technology, Inc.	$	22,543		$	13,935		$	16,389		$	(16,736	)

Non-GAAP Earnings (Loss) Per Share Attributable to Comverse Technology, Inc.’s Shareholders	Three Months Ended July 31,						Six Months Ended July 31,
	2011			2010			2011			2010
	(In thousands, except per share data)
Numerator:
Non-GAAP net income (loss) attributable to Comverse Technology, Inc. - basic	$	22,543		$	13,935		$	16,389		$	(16,736	)
Adjustment for subsidiary stock options		(172	)		(146	)		(417	)		(1	)
Non-GAAP net income (loss) attributable to Comverse Technology, Inc. - diluted	$	22,371		$	13,789		$	15,972		$	(16,737	)
Denominator:
Basic weighted average common shares outstanding		206,080			205,249			205,893			205,069
Diluted weighted average common shares outstanding		206,697			205,873			206,684			205,069
Non-GAAP earnings (loss) per share attributable to Comverse Technology, Inc.’s shareholders
Basic and diluted	$	0.11		$	0.07		$	0.08		$	(0.08	)

(1) The tax impact on the Non-GAAP adjustments is an allocation of the tax provision as applied to the consolidated loss before income tax (provision) benefit.

(2) Represents the minority shareholders’ interest in Non-GAAP adjustments attributable to Verint and Starhome.

15