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): January 3, 2013

Progress Software Corporation

(Exact name of registrant as specified in its charter)

Commission file number: 0-19417

Massachusetts	04-2746201
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

14 Oak Park

Bedford, Massachusetts 01730

(Address of principal executive offices, including zip code)

(781) 280-4000

(Registrant’s telephone number, including area code)

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:

¨ 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))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 3, 2013, Progress Software Corporation issued a press release announcing its financial results for the fiscal fourth quarter and fiscal year ended November 30, 2012. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not deemed incorporated by reference into any other filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Non-GAAP Financial Measures – We disclosed non-GAAP financial measures in the press release. These non-GAAP measures include income from operations, income from continuing operations, net income, earnings per share from continuing operations, earnings per share from net income and operating margin. We provide non-GAAP financial measures to enhance the overall understanding of our current financial performance and prospects for the future as well as to enable investors to evaluate our performance in the same way that management does. We use these non-GAAP measures, and we believe that they assist our investors, to make period-to-period comparisons of our operational performance because they provide a view of our operating results without items that are not, in our view, indicative of our core operating results. Management uses these same non-GAAP financial measures to evaluate performance, allocate resources, and determine compensation. These non-GAAP financial measures are also utilized by analysts to calculate consensus estimates. However, non-GAAP information should not be construed as an alternative to GAAP information as the items excluded from the non-GAAP measures often have a material impact on our financial results. Management uses, and investors should consider, non-GAAP measures in conjunction with our GAAP results.

In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

• Amortization of acquired intangibles – In all periods presented, we excluded amortization of acquired intangibles because such expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired.

• Stock-based compensation – In all periods presented, we excluded stock-based compensation to be consistent with the way management and the financial community evaluates our performance and the methods used by analysts to calculate consensus estimates.

• Transition expenses – In the three months and fiscal year ended November 30, 2011, we excluded incremental costs to transform our cost structure to a more efficient cost model. These expenses were primarily incurred in our product development and general and administrative areas and are not part of our core operating results.

• Restructuring expenses – In all periods presented, we excluded restructuring expenses incurred because such expenses distort trends and are not part of our core operating results.

• Acquisition-related expenses – In the three months ended November 30, 2011, and the fiscal years ended November 30, 2012 and 2011, we excluded acquisition-related expenses from our acquisition of Corticon Technologies, Inc. because such expenses distort trends and are not part of our core operating results.

• Litigation settlement – In the fiscal year ended November 30, 2012, we excluded the cost to settle an existing patent infringement action brought by JuxtaComm because such expense distorts trends and is not part of our core operating results.

• Proxy contest-related costs – In the fiscal year ended November 30, 2012, we excluded the costs incurred for legal and other advice associated with our 2012 Annual Meeting of Shareholders. We excluded these costs because they are not part of our core operating results.

• Net gains and loss on sales of dispositions and assets held for sale– In the three months and fiscal year ended November 30, 2012, we excluded the net gains recorded from our non-Core products which have been divested or are held for sale, because such net gains distort trends and are not part of our core operating results.

• Income tax adjustment –In all periods presented, we adjusted our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.

Constant Currency – Revenue from our international operations has historically represented more than half of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries weaken, our consolidated results stated in U.S. dollars are negatively impacted.

As exchange rates are an important factor in understanding period to period comparisons, we believe the presentation of revenue growth rates on a constant currency basis helps improve the ability to understand our revenue results and evaluate our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Progress Software Corporation dated January 3, 2013

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.

Date:	January 3, 2013	Progress Software Corporation
		By:	/s/ Melissa H. Cruz
			Melissa H. Cruz
			Senior Vice President, Finance and Administration and Chief Financial Officer

EX-99.1

Exhibit 99.1

P R E S S A N N O U N C E M E N T

Investor Contact:	Press Contact:
Tom Barth	Rick Lacroix
Progress Software	Progress Software
+1 781 280 4135	+1 781 280 4604
tobarth@progress.com	rlacroix@progress.com

Progress Software Reports 2012 Fiscal Fourth Quarter and Year End Results

BEDFORD, MA, January 3, 2013 (BUSINESSWIRE) — Progress Software Corporation (NASDAQ: PRGS), a global software company that simplifies and enables the development, deployment and management of business applications, announced today results for its fiscal fourth quarter and fiscal year ended November 30, 2012.

As of the fiscal fourth quarter of 2012, the results of all non-Core product lines are reported in discontinued operations because those product lines have been divested or are under agreement to be divested, and have also met the accounting criteria for such classification. Continuing operations include the results of the Core product lines and principally general and administrative costs related to the non-Core product lines, which do not qualify for discontinued operations. References to the Core product lines or Core segment include Progress® OpenEdge® platform, DataDirect® Connect products and the Decision Analytics portfolio (comprising Progress Apama®, Progress Corticon® BRMS and the Progress Control Tower®). References to the non-Core product lines include Actional, Artix, DataXtend, FuseSource, ObjectStore, Orbacus, Orbix, Savvion, Shadow and Sonic.

Revenue from continued and discontinued operations was $121.7 million in the fiscal fourth quarter of 2012, compared to $136.3 million in the same quarter last year. Non-GAAP EPS was $0.42 in the fiscal fourth quarter of 2012, compared to $0.34 in the same quarter last year.

Consolidated results in the fiscal fourth quarter of 2012 were:

• Revenue was $91.3 million, essentially flat on a constant currency basis year over year, or down 2% using actual exchange rates, and excludes $30.5 million and $42.8 million of revenue from discontinued operations in the current quarter and same quarter last year, respectively;

• Income from operations was $16.9 million compared to $28.4 million in the same quarter last year;

• Income from continuing operations was $11.6 million compared to $17.2 million in the same quarter last year;

• Diluted earnings per share from continuing operations was $0.18 compared to $0.27 in the same quarter last year; and

• Non-GAAP diluted earnings per share from continuing operations was $0.23 compared to $0.36 in the same quarter last year.

Results for the Core segment in the fiscal fourth quarter of 2012 were:

• Core revenue was $91.3 million, essentially flat to the same quarter last year on a constant currency basis, or a decrease of 2% using actual exchange rates;

• Core income from operations was $27.2 million compared to $42.7 million in the same quarter last year; and

• Operating margin for the Core segment was 30%.

Phil Pead, President and Chief Executive Officer of Progress Software, said, "Overall, we are pleased with our performance in the fiscal fourth quarter. During the quarter we remained focused on executing on our strategic plan and now enter 2013 with substantially all non-Core assets divested. I am also pleased that we have hired Chris Perkins, who will start as Chief Financial Officer on February 1, 2013."

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Mr. Pead continued, "Our focus for 2013 is to improve our operating margins, build the foundation for future revenue growth by expanding the functionality of our existing solutions and begin to leverage our Core competencies to enable application development using our platform, data integration and connectivity and data analytics in the Cloud."

Other fiscal fourth quarter 2012 results included the following:

• Cash flows from operations were $28.4 million, an increase from $8.2 million in the same quarter in fiscal year 2011;

• Net cash received from the divestitures of FuseSource and Shadow was $46.6 million;

• The company repurchased 4.5 million shares of its common stock for $88.4 million as part of its previously announced and implemented 10b5-1 plan to repurchase $250.0 million by June 30, 2013;

• Cash, cash equivalents and short-term investments increased to $355.2 million from $261.4 million at the end of the fiscal fourth quarter of 2011;

• DSO from continuing operations was 70 days, compared to DSO of 73 days in the fiscal fourth quarter of 2011; and

• Headcount was 1,395, down 7% from the end of last quarter and down 20% from one year ago.

Business Outlook

Progress Software provides the following guidance for the fiscal first quarter ending February 28, 2013:

• On a constant currency basis, revenue growth is expected to be essentially flat compared to the fiscal first quarter of 2012; and

• Non-GAAP operating margin is expected to be in the range of 20% to 24%.

The non-GAAP operating margin guidance excludes the items we traditionally exclude from our non-GAAP reporting metrics: amortization of intangible assets of $0.5 million to $0.6 million and stock-based compensation of $5.5 million to $6.4 million, for a GAAP operating margin in the range of 12% to 16%.

Conference Call

The Progress Software quarterly investor conference call to review its fiscal fourth quarter and fiscal year end of 2012 will be broadcast live at 5:00 p.m. ET on Thursday, January 3, 2013 on the investor relations section of the company’s website, located at www.progress.com. Additionally, you can listen to the call by telephone by dialing 1-888-715-1397, pass code 4194275. The conference call will include only brief comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress Software website within the investor relations section after the live conference call.

Legal Notice Regarding Non-GAAP Financial Information

Progress Software provides non-GAAP financial information as additional information for investors. These non-GAAP measures are not in accordance with, or an alternative to, generally accepted accounting principles in the United States (GAAP). Progress Software believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. Management uses these non-GAAP results to compare the company's performance to that of prior periods for analysis of trends and for budget and planning purposes. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included in the tables below. Additional information regarding the company's non-GAAP financial information is contained in the company's Current Report on Form 8-K filed with the Securities and Exchange Commission in connection with this press release, which is available on the Progress website at www.progress.com within the investor relations section.

Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress's strategic plan and the expected timing for completion; the components of that plan including operational restructuring, product divestitures and return of capital to shareholders; acquisitions; future revenue growth, operating margin

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and cost savings; product development, strategic partnering and marketing initiatives; the growth rates of certain markets; and other statements regarding the future operation, direction and success of Progress's business. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation:

(1) Progress's ability to realize the expected benefits and cost savings from its strategic plan; (2) market acceptance of Progress's strategic plan and product development initiatives; (3) disruption caused by implementation of the strategic plan and related restructuring and divestitures on relationships with employees, customers, ISVs, other channel partners, vendors and other business partners; (4) pricing pressures and the competitive environment in the software industry and Platform-as-a-Service market; (5) Progress's ability to complete the proposed product divestitures in a timely manner, at favorable prices or at all; (6) market conditions, timing constraints and other factors that could impact Progress's ability to complete the proposed share repurchases in fiscal 2013; (7) the accuracy of Progress's methodology for allocating non-dedicated costs and expenses (including general and administrative expenses) to its Core and non-Core segments; (8) Progress's ability to make technology acquisitions and to realize the expected benefits and anticipated synergies from such acquisitions; (9) the continuing weakness in the U.S. and international economies, which could result in fewer sales of Progress's products and/or delays in the implementation of Progress's strategic plan and may otherwise harm Progress's business; (10) business and consumer use of the Internet and the continuing adoption of Cloud technologies; (11) the receipt and shipment of new orders; (12) Progress's ability to expand its relationships with channel partners and to manage the interaction of channel partners with its direct sales force; (13) the timely release of enhancements to Progress's products and customer acceptance of new products; (14) the positioning of Progress's products in its existing and new markets; (15) variations in the demand for professional services and technical support; (16) Progress's ability to penetrate international markets and manage its international operations; and (17) changes in exchange rates. For further information regarding risks and uncertainties associated with Progress's business, please refer to Progress's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2011, as amended, and Quarterly Reports on Form 10-Q for the fiscal quarters ended February 29, 2012, May 31, 2012 and August 31, 2012. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

Progress Software Corporation

Progress Software Corporation (NASDAQ: PRGS) is a global software company that simplifies and enables the development, deployment and management of business applications on-premise or on any Cloud, on any platform and on any device with minimal IT complexity and low total cost of ownership. Progress Software can be reached at www.progress.com or 1-781-280-4000.

Apama, Corticon, DataDirect Connect, OpenEdge, the Progress Control Tower, Artix, Orbix and Orbacus are trademarks or registered trademarks of Progress Software Corporation or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended								Fiscal Year Ended
(In thousands, except per share data)	November 30, 2012			November 30, 2011			% Change		November 30, 2012		November 30, 2011			% Change
Revenue:
Software licenses	$	35,726		$	34,225		4	%	$	113,270	$	125,966		(10	)%
Maintenance and services	55,545			59,319			(6	)%	221,935		234,738			(5	)%
Total revenue	91,271			93,544			(2	)%	335,205		360,704			(7	)%
Costs of revenue:
Cost of software licenses	1,777			1,175			51	%	6,112		5,430			13	%
Cost of maintenance and services	9,020			9,324			(3	)%	36,192		37,238			(3	)%
Amortization of acquired intangibles	290			509			(43	)%	1,259		2,600			(52	)%
Total costs of revenue	11,087			11,008			1	%	43,563		45,268			(4	)%
Gross profit	80,184			82,536			(3	)%	291,642		315,436			(8	)%
Operating expenses:
Sales and marketing	35,414			26,787			32	%	117,855		102,618			15	%
Product development	13,415			11,023			22	%	53,017		44,876			18	%
General and administrative	14,216			16,120			(12	)%	62,053		61,816			—	%
Amortization of acquired intangibles	234			153			53	%	962		966			—	%
Restructuring expenses	(2		)	(505		)	100	%	6,885		3,383			104	%
Acquisition-related expenses	—			536			(100	)%	215		536			(60	)%
Total operating expenses	63,277			54,114			17	%	240,987		214,195			13	%
Income from operations	16,907			28,422			(41	)%	50,655		101,241			(50	)%
Other (expense) income, net	(680		)	85			(900	)%	196		(519		)	138	%
Income from continuing operations before income taxes	16,227			28,507			(43	)%	50,851		100,722			(50	)%
Provision for income taxes	4,645			11,286			(59	)%	17,440		34,380			(49	)%
Income from continuing operations	11,582			17,221			(33	)%	33,411		66,342			(50	)%
Income (loss) from discontinued operations, net	24,443			(5,046		)	584	%	14,033		(6,713		)	309	%
Net income	$	36,025		$	12,175		196	%	$	47,444	$	59,629		(20	)%
Earnings per share:
Basic:
Continuing operations	$	0.18		$	0.27		(33	)%	$	0.53	$	1.01		(48	)%
Discontinued operations	0.39			(0.08		)	588	%	0.22		(0.10		)	320	%
Net income per share	$	0.57		$	0.19		200	%	0.75		$	0.91		(18	)%
Diluted
Continuing operations	$	0.18		$	0.27		(33	)%	$	0.52	$	0.98		(47	)%
Discontinued operations	0.38			(0.08		)	575	%	0.22		(0.10		)	320	%
Net income per share	$	0.57		$	0.19		200	%	$	0.74	$	0.88		(16	)%
Weighted average shares outstanding:
Basic	62,859			63,074			—	%	62,881		65,705			(4	)%
Diluted	63,576			63,973			(1	)%	63,741		67,540			(6	)%

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CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)	November 30, 2012		November 30, 2011
Assets
Current assets:
Cash, cash equivalents and short-term investments	$	355,217	$	261,416
Accounts receivable, net	70,793		110,927
Other current assets	32,779		35,568
Assets held for sale	68,029		—
Total current assets	526,818		407,911
Property and equipment, net	63,071		66,206
Goodwill and intangible assets, net	231,229		320,619
Other assets	63,859		69,527
Total assets	$	884,977	$	864,263
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and other current liabilities	$	110,944	$	80,417
Short-term deferred revenue	103,925		145,727
Liabilities held for sale	25,285		—
Total current liabilities	240,154		226,144
Long-term deferred revenue	2,817		6,619
Other long-term liabilities	3,607		6,390
Shareholders’ equity:
Common stock and additional paid-in capital	300,333		309,221
Retained earnings	338,066		315,889
Total shareholders’ equity	638,399		625,110
Total liabilities and shareholders’ equity	$	884,977	$	864,263

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended						Fiscal Year Ended
(In thousands)	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011
Cash flows from operating activities:
Net income	$	36,025		$	12,175		$	47,444		$	59,629
Depreciation and amortization	5,597			10,445			30,966			35,078
Stock-based compensation	6,729			7,244			28,233			25,999
Net gains and impairment on sales of dispositions and assets held for sale	(36,504		)	—			(36,504		)	—
Other non-cash adjustments	(896		)	6,293			866			4,472
Changes in operating assets and liabilities	17,450			(27,991		)	33,110			1,116
Net cash flows from operating activities	28,401			8,166			104,115			126,294
Capital expenditures	(1,129		)	(3,091		)	(7,735		)	(17,047		)
Redemptions and sales of auction-rate-securities	6,030			—			8,955			6,300
Issuances of common stock, net of repurchases	(76,392		)	(56,941		)	(52,108		)	(150,337		)
Payments for acquisitions, net of cash acquired	—			(22,900		)	—			(22,900		)
Proceeds from divestitures, net of direct costs	46,590			—			46,590			—
Other	(490		)	(10,361		)	(6,016		)	(3,290		)
Net change in cash, cash equivalents and short-term investments	3,010			(85,127		)	93,801			(60,980		)
Cash, cash equivalents and short-term investments, beginning of period	352,207			346,543			261,416			322,396
Cash, cash equivalents and short-term investments, end of period	$	355,217		$	261,416		$	355,217		$	261,416

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RESULTS OF OPERATIONS BY SEGMENT

	Three Months Ended						Fiscal Year Ended
(In thousands)	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011
Revenue:
Core segment	$	91,271		$	93,544		$	335,205		$	360,704
Non-Core segment	—			—			—			—
Total revenue	$	91,271		$	93,544		$	335,205		$	360,704
Income (loss) from operations:
Core segment	$	27,157		$	42,708		$	111,276		$	161,900
Non-Core segment	(5,197		)	(8,351		)	(27,030		)	(32,306		)
Unallocated items (1)	(5,053		)	(5,935		)	(33,591		)	(28,353		)
Total income from operations	$	16,907		$	28,422		$	50,655		$	101,241
(1) The following items are not allocated to our segments, as we manage and report our business using these items on a consolidated company basis only: stock-based compensation, amortization of acquired intangibles, transition expenses, restructuring expenses, acquisition-related expenses, litigation settlement and proxy-related costs.

SUPPLEMENTAL INFORMATION

Revenue by Type
(In thousands)	Q4 2011		Q1 2012		Q2 2012		Q3 2012		Q4 2012		FY 2012		FY 2011
License	$	34,225	$	31,889	$	21,813	$	23,842	$	35,725	$	113,269	$	125,967
Maintenance	54,652		51,723		52,883		51,860		52,381		208,847		217,371
Professional services	4,667		3,601		3,708		2,615		3,165		13,089		17,366
Total revenue	$	93,544	$	87,213	$	78,404	$	78,317	$	91,271	$	335,205	$	360,704
Revenue by Region
(In thousands)	Q4 2011		Q1 2012		Q2 2012		Q3 2012		Q4 2012		FY 2012		FY 2011
North America	$	39,553	$	37,590	$	32,900	$	35,665	$	40,219	$	146,374	$	146,572
EMEA	38,182		34,698		32,447		29,782		34,224		131,151		153,206
Latin America	8,975		7,979		7,539		7,234		8,655		31,407		34,349
Asia Pacific	6,834		6,946		5,518		5,636		8,173		26,273		26,577
Total revenue	$	93,544	$	87,213	$	78,404	$	78,317	$	91,271	$	335,205	$	360,704
Revenue Included in Net Income
(In thousands)	Q4 2011		Q1 2012		Q2 2012		Q3 2012		Q4 2012		FY 2012		FY 2011
Continuing operations	$	93,544	$	87,213	$	78,404	$	78,317	$	91,271	$	335,205	$	360,704
Discontinued operations	42,796		37,213		36,192		33,664		30,451		137,520		172,891
Total	$	136,340	$	124,426	$	114,596	$	111,981	$	121,722	$	472,725	$	533,595

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RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Reconciliation of GAAP to non-GAAP Income from Operations and Operating Margin
	Three Months Ended						Fiscal Year Ended
(In thousands, except per share data)	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011
GAAP income from operations	$	16,907		$	28,422		$	50,655		$	101,241
GAAP operating margin	19		%	30		%	15		%	28		%
Amortization of acquired intangibles	524			662			2,221			3,566
Stock-based compensation (1)	4,531			5,181			20,111			20,108
Transition expenses	—			61			—			760
Restructuring expenses	(2		)	(505		)	6,885			3,383
Acquisition-related expenses	—			536			215			536
Litigation settlement	—			—			900			—
Proxy contest-related costs	—			—			3,259			—
Total non-GAAP adjustments	5,053			5,935			33,591			28,353
Non-GAAP income from operations	$	21,960		$	34,357		$	84,246		$	129,594
Non-GAAP operating margin	24		%	37		%	25		%	36		%
(1) Stock-based compensation is included in the GAAP statements of income, as follows:
Cost of revenue	$	174		$	316		$	898		$	760
Sales and marketing	639			882			4,280			3,258
Product development	981			1,022			3,950			3,202
General and administrative	2,737			2,961			10,983			12,888
Stock-based compensation from continuing operations	$	4,531		$	5,181		$	20,111		$	20,108

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Reconciliation of GAAP to non-GAAP Diluted Earnings per Share from Continuing Operations
	Three Months Ended						Fiscal Year Ended
(In thousands, except per share data)	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011
GAAP income from continuing operations	$	11,582		$	17,221		$	33,411		$	66,342
Amortization of acquired intangibles	524			662			2,221			3,566
Stock-based compensation	4,531			5,181			20,111			20,108
Transition expenses	—			61			—			760
Restructuring expenses	(2		)	(505		)	6,885			3,383
Acquisition-related expenses	—			536			215			536
Litigation settlement	—			—			900			—
Proxy contest-related costs	—			—			3,259			—
Income tax adjustment	(2,094		)	(84		)	(9,299		)	(8,229		)
Total non-GAAP adjustments	2,959			5,851			24,292			20,124
Non-GAAP income from continuing operations	$	14,541		$	23,072		$	57,703		$	86,466
GAAP diluted earnings per share from continuing operations	$	0.18		$	0.27		$	0.52		$	0.98
Total non-GAAP adjustments (from above)	0.05			0.09			0.38			0.30
Non-GAAP diluted earnings per share from continuing operations	$	0.23		$	0.36		$	0.91		$	1.28
Diluted weighted average shares outstanding	63,576			63,973			63,741			67,540

9

Reconciliation of GAAP to non-GAAP Diluted Earnings per Share
	Three Months Ended						Fiscal Year Ended
(In thousands, except per share data)	November 30, 2012			November 30, 2011			November 30, 2012			November 30, 2011
GAAP net income	$	36,025		$	12,175		$	47,444		$	59,629
Amortization of acquired intangibles	2,725			5,682			19,090			23,746
Stock-based compensation	6,729			7,244			28,233			25,999
Transition expenses	—			109			—			1,163
Restructuring expenses	4,036			—			17,742			4,627
Acquisition-related expenses	—			536			215			536
Litigation settlement	—			—			900			—
Proxy contest-related costs	—			—			3,259			—
Net gains and loss on sales of dispositions and assets held for sale	(36,504		)	—			(36,504		)	—
Income tax adjustment	13,763			(3,723		)	(2,798		)	(16,592		)
Total non-GAAP adjustments	(9,251		)	9,848			30,137			39,479
Non-GAAP net income	$	26,774		$	22,023		$	77,581		$	99,108
GAAP diluted earnings per share	$	0.57		$	0.19		$	0.74		$	0.88
Total non-GAAP adjustments (from above)	(0.15		)	0.15			0.47			0.58
Non-GAAP diluted earnings per share	$	0.42		$	0.34		$	1.22		$	1.47
Diluted weighted average shares outstanding	63,576			63,973			63,741			67,540

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