10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________________________________________________

FORM 10-Q

 _____________________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 2, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 000-26579

 _____________________________________________________________

TIBCO SOFTWARE INC.

(Exact name of registrant as specified in its charter)

 _____________________________________________________________

Delaware	77-0449727
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3303 Hillview Avenue

Palo Alto, California 94304-1213

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (650) 846-1000

 _____________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of July 1, 2013 was162,510,870 shares.

TIBCO SOFTWARE INC.

Table of Contents

		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of May 31, 2013 and November 30, 2012	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended May 31, 2013 and 2012	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended May 31, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended May 31, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 4.	Mine Safety Disclosures	46
Item 6.	Exhibits	47
	Signatures	48

2

TIBCO SOFTWARE INC.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value per share)

	May 31, 2013			November 30, 2012
Assets
Current assets:
Cash and cash equivalents	$	662,769		$	727,309
Short-term investments	63,785			34,411
Accounts receivable, net of allowances of $5,404 and $5,606	187,703			234,100
Prepaid expenses and other current assets	64,408			61,174
Total current assets	978,665			1,056,994
Property and equipment, net	95,959			98,474
Goodwill	529,016			532,290
Acquired intangible assets, net	110,342			123,261
Long-term deferred income tax assets	80,920			64,549
Other assets	64,463			71,340
Total assets	$	1,859,365		$	1,946,908
Liabilities and Equity
Current liabilities:
Accounts payable	$	32,672		$	22,809
Accrued liabilities	109,562			133,596
Accrued restructuring costs	658			893
Deferred revenue	248,456			263,476
Current portion of long-term debt	—			35,711
Total current liabilities	391,348			456,485
Accrued restructuring costs, less current portion	334			643
Long-term deferred revenue	25,667			25,543
Long-term deferred income tax liabilities	2,545			3,208
Long-term income tax liabilities	31,656			26,263
Other long-term liabilities	4,690			4,015
Convertible senior notes, net	532,139			524,466
Total liabilities	988,379			1,040,623
Commitments and contingencies (Note 10)
Equity:
Common stock, $0.001 par value; 1,200,000 shares authorized; 162,435 and 163,698 shares issued and outstanding	162			164
Additional paid-in capital	887,250			873,337
Accumulated other comprehensive income (loss)	(25,536		)	(17,411		)
Retained earnings	8,154			49,084
Total TIBCO Software Inc. stockholders’ equity	870,030			905,174
Noncontrolling interest	956			1,111
Total equity	870,986			906,285
Total liabilities and equity	$	1,859,365		$	1,946,908

See accompanying Notes to Condensed Consolidated Financial Statements

3

TIBCO SOFTWARE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Revenue:
License	$	82,266		$	92,581		$	160,529		$	174,896
Service and maintenance	163,580			154,782			323,107			298,169
Total revenue	245,846			247,363			483,636			473,065
Cost of revenue:
License	11,108			9,401			22,369			18,441
Service and maintenance	62,863			59,486			125,239			116,536
Total cost of revenue	73,971			68,887			147,608			134,977
Gross profit	171,875			178,476			336,028			338,088
Operating expenses:
Research and development	42,575			38,605			84,200			75,926
Sales and marketing	85,224			78,923			165,313			154,641
General and administrative	17,924			17,407			36,849			35,002
Amortization of acquired intangible assets	4,713			5,653			9,034			10,201
Acquisition related and other	568			929			895			1,325
Restructuring adjustments	(22		)	(400		)	(15		)	(519		)
Total operating expenses	150,982			141,117			296,276			276,576
Income from operations	20,893			37,359			39,752			61,512
Interest income	225			221			423			476
Interest expense	(8,663		)	(4,395		)	(17,445		)	(5,860		)
Other income (expense), net	(569		)	572			(1,411		)	1,548
Income before provision for income taxes and noncontrolling interest	11,886			33,757			21,319			57,676
Provision for income taxes	3,100			7,200			3,000			10,500
Net income	8,786			26,557			18,319			47,176
Less: Net income attributable to noncontrolling interest	71			65			99			43
Net income attributable to TIBCO Software Inc.	$	8,715		$	26,492		$	18,220		$	47,133
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.05		$	0.17		$	0.11		$	0.29
Diluted	$	0.05		$	0.16		$	0.11		$	0.28
Shares used to compute net income per share attributable to TIBCO Software Inc.:
Basic	160,877			160,437			161,199			160,949
Diluted	167,507			169,477			168,320			170,173

See accompanying Notes to Condensed Consolidated Financial Statements

4

TIBCO SOFTWARE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Net income	$	8,786		$	26,557		$	18,319		$	47,176
Cumulative translation adjustment	(3,916		)	(25,087		)	(8,497		)	(21,526		)
Unrealized gain (loss) on available-for-sale securities	101			3			118			(7		)
Comprehensive income	4,971			1,473			9,940			25,643
Comprehensive income attributable to noncontrolling interest	(35		)	(84		)	(155		)	(18		)
Comprehensive income attributable to TIBCO Software Inc.	$	5,006		$	1,557		$	10,095		$	25,661

See accompanying Notes to Condensed Consolidated Financial Statements

5

TIBCO SOFTWARE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended May 31,
	2013			2012
Operating activities:
Net income	$	18,319		$	47,176
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	7,839			7,050
Amortization of acquired intangible assets	17,377			17,365
Amortization of debt discount and transaction costs	9,460			2,210
Stock-based compensation	31,335			29,718
Deferred income tax	(15,007		)	(9,281		)
Tax benefits related to stock benefit plans	5,278			9,406
Excess tax benefits from stock-based compensation	(7,139		)	(16,484		)
Other non-cash adjustments, net	506			531
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	43,573			16,751
Prepaid expenses and other assets	(2,633		)	4,290
Accounts payable	10,698			(981		)
Accrued liabilities and restructuring costs	(17,264		)	(20,373		)
Deferred revenue	(14,264		)	29,563
Net cash provided by operating activities	88,078			116,941
Investing activities:
Purchases of short-term investments	(38,261		)	—
Maturities and sales of short-term investments	8,829			—
Acquisition, net of cash acquired	(4,261		)	(131,611		)
Purchases of property and equipment	(5,768		)	(11,224		)
Restricted cash pledged as security	(668		)	(1,149		)
Other investing activities, net	288			414
Net cash used in investing activities	(39,841		)	(143,570		)
Financing activities:
Proceeds from issuance of convertible debt, net	—			584,450
Proceeds from revolving credit facility, net	—			116,648
Principal payments on debt	(35,711		)	(151,182		)
Proceeds from issuance of common stock	9,255			17,298
Repurchases of the Company’s common stock	(81,208		)	(188,508		)
Withholding taxes related to restricted stock net share settlement	(9,899		)	(15,116		)
Excess tax benefits from stock-based compensation	7,139			16,484
Net cash provided by (used in) financing activities	(110,424		)	380,074
Effect of foreign exchange rate changes on cash and cash equivalents	(2,353		)	(14,489		)
Net increase (decrease) in cash and cash equivalents	(64,540		)	338,956
Cash and cash equivalents at beginning of period	727,309			308,148
Cash and cash equivalents at end of period	$	662,769		$	647,104
Supplemental disclosures:
Interest paid	$	7,475		$	2,027
Income taxes paid	$	10,767		$	1,268

See accompanying Notes to Condensed Consolidated Financial Statements

6

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by TIBCO Software Inc. (“TIBCO,” the “Company,” “we” or “us”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in Consolidated Financial Statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted in accordance with such rules and regulations. The condensed consolidated balance sheet data as of November 30, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of our financial position and our results of operations and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012.

Our fiscal year ends on November 30^th of each year. For purposes of presentation, we have indicated the second quarter of fiscal years 2013 and 2012 as ended on May 31, 2013 and May 31, 2012, respectively; whereas in fact, the second quarter of fiscal years 2013 and 2012 actually ended on June 2, 2013 and June 3, 2012, respectively. There were 91 days in the second quarter of both fiscal years 2013 and 2012.

The Condensed Consolidated Financial Statements include the accounts of us and our wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For majority-owned subsidiaries, we reflect the noncontrolling interest of the portion we do not own on our Condensed Consolidated Balance Sheets in Equity and our Condensed Consolidated Statements of Operations.

The results of operations for the three and six months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending November 30, 2013, or any other future period, and we make no representations related thereto.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies and recent accounting pronouncements were described in Note 2 to our Consolidated Financial Statements included in our 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012. There have been no significant changes in our accounting policies since November 30, 2012 other than as presented below.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an update to the accounting standards that requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. We adopted this guidance in the first quarter of fiscal year 2013 by presenting separate Condensed Consolidated Statements of Comprehensive Income.

In February 2013, the FASB issued an update to the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The guidance is effective for us in our first quarter of fiscal year 2014 with earlier adoption permitted, which should be applied prospectively. We are currently evaluating the potential impact, if any, of the adoption of the guidance on our consolidated results of operations and financial condition.

3. BUSINESS COMBINATIONS

While we use our best estimates and assumptions as part of the purchase price allocation process to value assets acquired

7

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

and liabilities assumed at the business combination date, our estimates and assumptions are subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. We record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.

The total purchase price allocated to the tangible assets acquired is assigned based on the fair values as of the date of the acquisition. The fair value assigned to identifiable intangible assets acquired is determined using the income approach which discounts expected future cash flows to present value using estimated assumptions determined by management. We believe that these identified intangible assets will have no residual value after their estimated economic useful lives. The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill and primarily reflects the value of the synergies expected to be generated from combining our and the acquired entities’ technology and operations. Generally none of the goodwill recorded in connection with the acquisitions is deductible for income tax purposes.

Acquisition of Maporama Solutions

On March 25, 2013, we acquired Maporama Solutions (“Maporama”), a private company based in Paris, France and organized under the laws of France. Maporama is a provider of location intelligence and geospatial analytics solutions. We have incurred $0.3 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Maporama.

The allocation of the purchase price for the Maporama acquisition is as follows (in thousands):

Cash	$	396
Other assets	302
Identifiable intangible assets	4,900
Goodwill	7,050
Liabilities	(4,160		)
Deferred Revenue	(351		)
Deferred income tax liabilities, net	(1,200		)
Total purchase price	$	6,937

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	3,600	5.0 years
Customer contracts	1,300		5.0 years
	$	4,900	5.0 years

Acquisition of LogLogic, Inc.

On April 10, 2012, we acquired LogLogic, Inc. (“LogLogic”), a private company based in San Jose, California and incorporated in Delaware. LogLogic is a provider of scalable log and security management platforms. We paid $131.6 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of LogLogic. In the first quarter of fiscal year 2013, we recorded a decrease in goodwill of $2.3 million as a result of a purchase price adjustment. In the second quarter of fiscal year 2013, we recorded an increase in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.7 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of LogLogic.

8

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The allocation of the purchase price for the LogLogic acquisition is as follows (in thousands):

Cash	$	5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Identifiable intangible assets	61,200
Goodwill	71,541
Liabilities	(7,006		)
Deferred Revenue	(7,297		)
Deferred income tax asset, net	4,010
Total purchase price	$	134,349

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	32,800	6.0 years
Customer contracts	3,200		6.0 years
Maintenance agreements	22,300		7.0 years
Trademarks	2,900		7.0 years
	$	61,200	6.4 years

Pro Forma Adjusted Summary

The results of operations of Maporama and LogLogic have been included in the Consolidated Financial Statements subsequent to the acquisition dates. The following unaudited pro forma adjusted summary assumes LogLogic had been acquired at the beginning of fiscal year 2012 (in thousands, except per share data):

	Three Months Ended May 31,		Six Months Ended May 31,
	2012		2012
Pro forma adjusted total revenue	$	250,334	$	485,870
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	24,939	$	42,035
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.16	$	0.26
Diluted	$	0.15	$	0.25

The pro forma results presented include amortization charges for acquired intangible assets, adjustments for incremental compensation expense related to the post-combination service arrangements entered into with the continuing employees and related tax effects. The pro forma adjusted summary combines the historical results for TIBCO for those periods with the historical results for LogLogic for the same periods. For pro forma adjusted summary purposes, the financial impact of Maporama was not included as it was not significant. The summary is presented for informational purposes only and is not intended to be indicative of future results of operations or whether similar results would have been achieved if the acquisition had taken place at the beginning of fiscal year 2012.

9

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

4. INVESTMENTS

Short-term investments and cash equivalents, which are classified as available-for-sale, are summarized below as of May 31, 2013 and November 30, 2012 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Aggregate Fair Value
As of May 31, 2013
Money market funds	$	335,999	$	—	$	—		$	335,999
Corporate bonds and commercial paper	53,884		64		(19		)	53,929
U.S. Government debt and agency securities	9,575		3		—			9,578
Term deposits	558		—		—			558
Mortgage-backed securities	201		134		(57		)	278
	$	400,217	$	201	$	(76	)	$	400,342
As of November 30, 2012
Money market funds	$	376,480	$	—	$	—		$	376,480
Corporate bonds and commercial paper	24,558		9		(9		)	24,558
U.S. Government debt and agency securities	9,646		—		(1		)	9,645
Term deposits	595		—		—			595
Mortgage-backed securities	182		78		(52		)	208
	$	411,461	$	87	$	(62	)	$	411,486

Fixed income securities included in short-term investments above are summarized by their contractual maturities as follows (in thousands):

	May 31, 2013		November 30, 2012
Contractual maturities:
Less than one year	$	28,831	$	22,733
One to three years	34,954		11,678
	$	63,785	$	34,411

Realized and unrealized gains and losses on our investments were primarily due to changes in interest rates and market and credit conditions of the underlying securities and were insignificant for any period presented.

5. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

Fair Value Measurements

FASB guidance for fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value, including our marketable securities and foreign currency contracts.

Our cash equivalents and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices in active markets include money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.

10

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

The types of instruments valued based on other observable inputs include U.S. government and agency securities, sovereign government obligations, investment-grade corporate bonds, mortgage-backed and asset-backed securities, term deposits and state, municipal and provincial obligations. Such instruments are generally classified within Level 2 of the fair value hierarchy.

We execute our foreign currency contracts primarily in the retail market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large multi-national and regional banks. Our foreign currency contracts valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy. There were no transfers between Level 1, Level 2 and Level 3 during the six months ended May 31, 2013.

The fair value hierarchy of our cash equivalents, short-term investments and foreign currency contracts is as follows (in thousands):

			Fair Value Measurements at Reporting Date using
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant other Observable Inputs (Level 2)
As of May 31, 2013
Assets:
Money market funds	$	335,999	$	335,999	$	—
Corporate bonds and commercial paper	53,929		—		53,929
U.S. Government debt and agency securities	9,578		—		9,578
Term deposits	558		—		558
Mortgage-backed securities	278		—		278
Foreign currency forward contracts	2,508		—		2,508
Liabilities:
Foreign currency forward contracts	$	175	$	—	$	175
As of November 30, 2012
Assets:
Money market funds	$	376,480	$	376,480	$	—
Corporate bonds and commercial paper	24,558		—		24,558
U.S. Government debt and agency securities	9,645		—		9,645
Term deposits	595		—		595
Mortgage-backed securities	208		—		208
Foreign currency forward contracts	101		—		101
Liabilities:
Foreign currency forward contracts	$	130	$	—	$	130

Derivative Instruments

We conduct business in the Americas; Europe, the Middle East and Africa (“EMEA”); and Asia Pacific and Japan (“APJ”). As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or changes in economic conditions in foreign markets. The U.S. dollar is our major transaction currency; we also transact business in approximately 25 foreign currencies worldwide, of which the most significant to our operations is the Euro. We enter into forward contracts with financial institutions to manage our currency exposure related to net assets and liabilities denominated in foreign currencies, and these forward contracts are generally settled monthly. Our forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements. Gains and losses on forward contracts are included in Other Income (Expense) in our Condensed Consolidated Statements of Operations.

11

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

We had the following forward contracts outstanding as of May 31, 2013 (in thousands):

	Notional Value Local  Currency	Notional Value USD		Fair Value Gain (Loss) USD
Forward contracts sold:
Australian dollar	8,300	$	8,406	$	460
Brazilian real	1,200	593		34
British pound	7,800	11,980		137
Euro	55,700	73,463		1,280
Japanese yen	461,000	4,638		59
Korean won	570,000	518		14
Polish zloty	1,700	537		21
Singapore dollar	1,000	811		22
South African rand	37,000	4,082		409
New Taiwan dollar	31,000	1,048		12
Forward contracts bought:
Australian dollar	2,000	1,920		(5		)
Brazilian real	1,200	562		(2		)
British pound	2,000	3,036		—
Euro	15,000	19,475		(37		)
Hong Kong dollar	10,000	1,289		—
Korean won	570,000	505		(1		)
Singapore dollar	2,000	1,581		(2		)
Swiss franc	1,800	1,908		(30		)
				$	2,371

	Notional Value Local  Currency	Notional Value EURO		Fair Value Gain (Loss) USD
Forward contracts bought:
British pound	1,700	€	2,007	$	(25	)
Swedish krona	28,000	3,276		(34		)
United States dollar	1,300	985		21
				$	(38	)

	Derivatives not Designated as Hedging Instruments
	May 31, 2013		November 30, 2012
Foreign currency forward contracts, fair value included in:
Other Current Assets	$	2,508	$	101
Accrued Liabilities	175		130

		Amount of Gain or (Loss) Recognized In Income on Derivative
		Three Months Ended May 31,						Six Months Ended May 31,
Derivatives not Designated as Hedging Instruments	Location	2013			2012			2013			2012
Foreign Currency Contracts	Other income/(exp.)	$	(2,909	)	$	(438	)	$	(86	)	$	(1,795	)

12

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

6. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

The change in the carrying value of goodwill for the six months ended May 31, 2013 is as follows (in thousands):

Balance as of November 30, 2012	$	532,290
Goodwill recorded for the Maporama acquisition	7,050
Post-acquisition goodwill adjustment for the LogLogic acquisition	(1,920		)
Foreign currency translation	(8,404		)
Balance as of May 31, 2013	$	529,016

Certain of our intangible assets were recorded in foreign currencies, and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments. The carrying values of our amortized acquired intangible assets as of May 31, 2013 and November 30, 2012 are as follows (in thousands):

	May 31, 2013							November 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technologies	$	184,496	$	(126,340	)	$	58,156	$	182,152	$	(118,992	)	$	63,160
Maintenance agreements	83,215		(52,790		)	30,425		83,762		(48,481		)	35,281
Customer base	60,569		(46,117		)	14,452		59,525		(43,328		)	16,197
Patents/core technologies	27,726		(24,393		)	3,333		28,295		(24,198		)	4,097
Trademarks	12,583		(8,607		)	3,976		12,777		(8,251		)	4,526
Non-compete agreements	580		(580		)	—		580		(580		)	—
Total intangible assets	$	369,169	$	(258,827	)	$	110,342	$	367,091	$	(243,830	)	$	123,261

7. ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS

In order to achieve cost efficiencies and realign our resources and operations, our Board of Directors approved a restructuring plan initiated by management in fiscal year 2011. The following is a summary of activities in accrued restructuring and excess facilities costs for the six months ended May 31, 2013 under this plan (in thousands):

	Accrued Facilities Restructuring			Accrued Severance and Other			Total
As of November 30, 2012	$	1,331		$	205		$	1,536
Restructuring adjustment	190			(205		)	(15		)
Cash utilized	(529		)	—			(529		)
As of May 31, 2013	$	992		$	—		$	992

The remaining accrued excess facilities costs represent the estimated loss on abandoned excess facilities, net of estimated sublease income, which is expected to be paid over the next two years.

8. DEBT AND CREDIT FACILITIES

Mortgage Note

In connection with the purchase of our corporate headquarters in June 2003, we recorded a $54.0 million mortgage note to a financial institution collateralized by the commercial real property acquired. The mortgage note carried a 20-year amortization and a fixed annual interest rate of 5.50%. In May 2013, we repaid the outstanding balance of $34.7 million in full. The balance on the mortgage note was $35.7 million as of November 30, 2012.

13

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Credit Facility

In December 2011, we and one of our subsidiaries entered into an Amended and Restated Credit Agreement (the “2011 Credit Facility”). In May 2012, we amended certain covenants and other terms of the 2011 Credit Facility. The 2011 Credit Facility matures on December 19, 2016 and provides for borrowings of up to $250.0 million with a sublimit for swing line loans of up to $10.0 million and standby letters of credit in a face amount of up to $50.0 million. We have an option to request that the lenders increase the available commitments by up to an additional $100.0 million for total borrowings of up to $350.0 million.

Revolving loans accrue interest at a per annum rate based on, at our option, either (i) the base rate plus a margin ranging from 0.25% to 1.25%, depending on TIBCO’s consolidated leverage ratio or (ii) the London Interbank Offered Rate (“LIBOR”) rate plus a margin ranging from 1.25% to 2.25%, depending on TIBCO’s consolidated leverage ratio, for various interest periods. The base rate is defined as the highest of (i) the administrative agent’s prime rate, (ii) the federal funds rate plus a margin equal to 0.50%, and (iii) the LIBOR rate for a one month interest period plus a margin of 1.00%. We are also obligated to pay commitment fees for the unused amount of the 2011 Credit Facility, letter of credit fees and other customary fees. Loan origination fees and issuance costs of approximately $3.4 million were incurred since consummation of the 2011 Credit Facility which will be amortized through interest expense over a period of 5 years. Under certain circumstances, a default interest rate of 2.00% above the applicable interest rate will apply on all obligations during the existence of an event of default under the 2011 Credit Facility.

As of the end of the first fiscal quarter of 2013, we were required to maintain a minimum consolidated interest coverage ratio of 3.5:1.0 and a maximum consolidated leverage ratio of 3.25:1.00 in addition to other customary affirmative and negative covenants. The maximum consolidated leverage ratio decreased to 3.00:1.00 at the beginning of the second fiscal quarter of our fiscal year 2013 and will decrease to 2.75:1.00 at the beginning of the second fiscal quarter of our fiscal year 2014. As of May 31, 2013, we were in compliance with all covenants under the 2011 Credit Facility and we had no outstanding borrowings under the 2011 Credit Facility.

Line of Credit

We have a $10.0 million revolving line of credit (the “Line of Credit”) that matures in June 2014. The Line of Credit was amended in June 2013 to lower the total available credit amount from $20.0 million. The Line of Credit is available for cash borrowings and for the issuance of letters of credit up to $10.0 million. The Line of Credit contains financial covenants substantially identical to those of the 2011 Credit Facility, as well as other customary affirmative and negative covenants. As of May 31, 2013, we were in compliance with all covenants under the Line of Credit.

In connection with the mortgage note, we had entered into an irrevocable letter of credit in the amount of $13.0 million collateralized under the Line of Credit. In May 2013, this letter of credit was terminated in connection with the repayment of the mortgage note.

As of May 31, 2013, we had a total of $1.0 million outstanding with respect to letters of credit in connection with sales and lease transactions.

Guarantee Credit Line and Restricted Cash

We have a revolving guarantee credit line of approximately $15.6 million available for the issuance of bank guarantees denominated in foreign currency. Issued bank guarantees were approximately $13.3 million and $12.5 million as of May 31, 2013 and November 30, 2012, respectively, and were collateralized by pledging the equivalent amount under restricted cash as required under our guarantee credit line. Various other contractual commitments also require us to pledge cash as security and record this cash under restricted cash. As of May 31, 2013 and November 30, 2012, we had restricted cash of $15.3 million and $14.6 million, respectively, which is included in Other Assets on our Condensed Consolidated Balance Sheets.

9. CONVERTIBLE SENIOR NOTES

Description of Convertible Senior Notes

In April 2012, we issued convertible senior notes (the “Notes”) in an aggregate principal amount of $600.0 million due May 1, 2032. The Notes bear interest at a rate of 2.25% per annum. The Notes do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us. Each $1,000 principal amount of Notes is initially convertible, at the option of the holders, at a rate of

14

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

19.7750 shares of our common stock, which represents an initial conversion price of approximately $50.57 per share, which is subject to adjustment upon the occurrence of certain events specified in the indenture. On conversion of a Note, we will deliver cash in an amount generally equal to the lesser of the conversion value and the principal amount of each Note and, for any conversion value greater than the principal amount, we will deliver shares of common stock. Holders may convert Notes prior to February 1, 2032, and other than during the period from February 1, 2017 to May 5, 2017, under the following circumstances: (1) if the Notes are called for redemption, at any time prior to the redemption date; (2) during any fiscal quarter, if our last reported sale price of a share of common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (3) during any five consecutive trading day period when the trading price per $1,000 principal amount of Notes is less than 98% of the product of the last reported sale price of a share of common stock and the conversion rate; and (4) upon the occurrence of certain distributions or corporate events as specified in the indenture governing the Notes. From February 1, 2017 to May 5, 2017, and from February 1, 2032 until the maturity date, holders may convert Notes at any time, regardless of the foregoing circumstances.

After May 5, 2017, we may redeem for cash all or part of the Notes. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. Holders may require us to repurchase all or a portion of their Notes on May 5, 2017, May 1, 2022 and May 1, 2027 in cash at a price equal to the principal amount, plus accrued and unpaid interest.

Upon the occurrence of a fundamental change under the indenture for the Notes such as in the event of a change in control, the holders may require us to repurchase all or a portion of their Notes at the principal amount of the Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a change of control, the conversion rate may increase for a holder who elects to convert the Notes. Upon conversion, we will deliver an amount of cash and a number of shares of common stock, if any, equal to the sum of the daily settlement amounts for each daily volume weighted average price in the 35 day observation period for such Note as determined pursuant to the indenture for the Notes.

We used approximately $121.0 million of the net proceeds from the offering to repurchase 3.6 million shares of our common stock concurrently with the offering of the Notes in April 2012.

Accounting of Convertible Senior Notes

Accounting guidance requires that convertible debt that can be settled for cash, such as the Notes, be separated into the liability and equity component at issuance and each be assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the first stated repurchase date on May 5, 2017. We estimated the straight debt borrowing rates at debt origination to be 5.50% for the Notes and determined the debt discount to be $84.6 million. As a result, a conversion premium after tax of $52.6 million was recorded in additional paid-in capital.

As of May 31, 2013, the carrying value of the Notes was $532.1 million, which consisted of $600.0 million outstanding principal amount net of $67.9 million unamortized debt discount.

In connection with the issuance of the Notes, we incurred $15.6 million of issuance costs, which primarily consisted of investment banker fees and legal and other professional service fees. Deferred issuance costs of $13.4 million attributable to the liability component are being amortized to interest expense through May 5, 2017, and $2.2 million ($1.4 million net of tax) of transaction costs attributable to the equity component were netted with the equity component in additional paid-in capital at the issuance date. The deferred debt issuance costs are recorded within other assets in accordance with short- and long-term classification. If the holders require conversion of some or all of the Notes when the conversion requirements are met, we would accelerate amortization of the pro rata share of the unamortized balance of the issuance cost to additional paid-in capital on such date.

For the second quarter ended May 31, 2013, we recognized interest expense of $7.9 million related to the Notes, comprised of $3.4 million for the contractual coupon interest, $3.9 million related to the amortization of debt discount and $0.7 million related to the amortization of deferred debt issuance costs.

The Notes are carried at face value less any unamortized debt discount and also require disclosure of an estimate of fair value (Level 2 of the three-tier value hierarchy). The fair value of the Notes at each balance sheet date is determined based on

15

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

recent quoted market prices or dealer quotes for the Notes, if available. Otherwise, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of May 31, 2013, the estimated fair value of the Notes was approximately $597.0 million.

10. COMMITMENTS AND CONTINGENCIES

Prepaid Land Lease

In June 2003, we entered into a 51-year lease of the land upon which our corporate headquarters is located. The lease was paid in advance for a total of $28.0 million, subject to potential adjustments every ten years based upon changes in market condition. This prepaid land lease is being amortized using the straight-line method over the life of the lease.

Commitments

At various locations worldwide, we lease office space and equipment under non-cancelable operating leases with various expiration dates through March 2032. Rental expense was $3.9 million and $3.4 million for the three months ended May 31, 2013 and 2012, respectively, and $8.1 million and $7.2 million for the six months ended May 31, 2013 and 2012, respectively.

As of May 31, 2013, contractual commitments associated with indebtedness, lease obligations and restructuring were as follows (in thousands):

	Total		Remainder of 2013		2014		2015		2016		2017		Thereafter
Commitments:
Debt principal	$	600,000	$	—	$	—	$	—	$	—	$	600,000	$	—
Debt interest	54,000		6,750		13,500		13,500		13,500		6,750		—
Operating leases (1)	49,398		5,150		12,078		8,993		7,853		5,964		9,360
Total commitments	$	703,398	$	11,900	$	25,578	$	22,493	$	21,353	$	612,714	$	9,360

(1) Operating leases included future minimum rent payments, net of estimated sublease income, for facilities that we have vacated pursuant to our restructuring activities, as discussed in Note 7.

Future minimum lease payments under restructured non-cancelable operating leases are included in Accrued Restructuring Costs on our Condensed Consolidated Balance Sheets.

The above commitment table does not include approximately $31.7 million of long-term uncertain income tax liabilities due to the fact that we are unable to reasonably estimate the timing of these potential future payments.

Indemnification

Our software license agreements typically provide for indemnification of customers for intellectual property infringement claims. We also warrant to customers that software products operate substantially in accordance with the software product’s specifications. Historically, we have incurred minimal costs related to product warranties, and, as such, no accruals for warranty costs have been made. In addition, we indemnify our officers and directors under the terms of indemnity agreements entered into with them, as well as pursuant to our certificate of incorporation, bylaws and applicable Delaware law.

11. LEGAL PROCEEDINGS

From time to time, we are involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against us with respect to intellectual property, contracts, employment and other matters, as well as claims brought against our customers for whom we have a contractual indemnification obligation. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. After we determine the probability of a loss and whether that loss is reasonably estimable, we then analyze whether the litigation, based on that determination, could have a material and adverse effect on our financial statements, taken as a whole and including our statement of cash flows. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice

16

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, we will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to our financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

JuxtaComm v. TIBCO, et al.

On January 21, 2010, JuxtaComm-Texas Software, LLC ("JuxtaComm") filed a complaint for patent infringement against us and other defendants in the United States District Court for the Eastern District of Texas, Case No. 6:10-CV-00011-LED. On April 22, 2010, JuxtaComm filed an amended complaint in which it alleges that certain TIBCO offerings, including TIBCO ActiveMatrix Business Works™, TIBCO iProcess™ Suite, TIBCO Business Studio™ and TIBCO ActiveMatrix® Service Bus infringe U.S. Patent No. 6,195,662 ("’662 patent"). JuxtaComm seeks injunctive relief and unspecified damages. On May 6, 2010, we filed an answer and counterclaims in which we denied JuxtaComm's claims and asserted counterclaims for declaratory relief that the asserted patent is invalid and not infringed.

On May 12, 2011, the U.S. Patent & Trademark Office ("PTO") issued a Final Office Action rejecting all asserted claims of the ’662 patent in a separate re-examination proceeding before the PTO. On September 9, 2011, JuxtaComm filed a Notice of Appeal to the Board of Patent Appeals and Interferences ("BPAI"), challenging the Final Office Action. On January 31, 2013, the BPAI reversed the PTO's rejection of the asserted claims.

 On May 15, 2012, the Court in the Eastern District of Texas granted the defendants' motion for summary judgment on invalidity of the asserted claims. On May 16, 2012, the Court issued an order staying all deadlines and vacating the trial date in light of the Court's grant of summary judgment of invalidity. On July 6, 2012, the Court issued its order granting summary judgment. On September 19, 2012, the Court issued an order of final judgment against JuxtaComm and taxed the defendants' costs of court against JuxtaComm. JuxtaComm filed a notice of appeal on September 28, 2012, and JuxtaComm's appeal is currently pending with the United States Court of Appeals for the Federal Circuit, JuxtaComm-Texas Software, LLC v. TIBCO Software Inc., et al., No. 2013-1004, -1025.

We will continue to defend the action vigorously. While we believe that we have valid defenses to JuxtaComm's claims, and the District Court entered judgment in our favor, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action, however, we are unable to estimate a range of potential loss at this time.

InvestPic, LLC v. TIBCO, et al.

On November 24, 2010, InvestPic, LLC ("InvestPic") filed a complaint for patent infringement against us and fourteen other defendants in the United States District Court for the District of Delaware, Case No. 1:10cv1028-SLR. The complaint alleges that TIBCO Spotfire^® S+^® "and other similar products" infringe U.S. Patent No. 6,349,291 (the "’291 patent"). On March 29, 2011, defendant SAS Institute Inc. ("SAS") filed a motion to dismiss the complaint for failure to state a claim for relief on the basis that all the asserted claims of the ’291 patent are invalid as being directed to unpatentable subject matter. On May 13, 2011, TIBCO, along with other defendants, filed a motion to dismiss the complaint on the same grounds as SAS’ motion. On September 30, 2011, the Court denied this motion to dismiss. However, the Court declined to address the merits of defendants’ arguments that the claims of the ’291 patent are directed to unpatentable subject matter, in the absence of discovery or claim construction. On May 3, 2012, defendants SAS, Algorithmics (U.S.), Inc. and International Business Machines Corp. filed a motion to stay the litigation pending the reexamination of the ’291 patent. On July 10, 2012, the Court entered an order to stay the litigation and administratively close the case during the pendency of the reexamination of the ’291 patent.

InvestPic seeks injunctive relief and unspecified damages. We intend to defend the action vigorously. While we believe that we have valid defenses to InvestPic's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action. As InvestPic has made no specific demand for damages in this matter other than injunctive relief, we cannot currently estimate a reasonably possible range of loss for this action.

17

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

Vasudevan Software, Inc. v. TIBCO, et al.

On December 23, 2011, Vasudevan Software, Inc. ("Vasudevan") filed a complaint for patent infringement against us and Spotfire Inc. in the United States District Court for the Northern District of California, Case No. 3:11-cv-06638-RS. The complaint alleges that TIBCO directly, indirectly, and willfully infringes U.S. Patent No. 7,167,864 B1 based on "Spotfire Analytics and other products." Vasudevan further alleges in its infringement contentions that the accused products "include at least the TIBCO Spotfire Platform (e.g., TIBCO Spotfire Professional, TIBCO Spotfire Server, TIBCO Spotfire Web Player, TIBCO Spotfire Enterprise Player, TIBCO Spotfire for the Apple iPad, TIBCO Spotfire Application Data Services, TIBCO Spotfire Developer, TIBCO Spotfire Metrics, TIBCO Spotfire Network Analytics, TIBCO Spotfire Operations Analytics Bundle, and TIBCO Silver Spotfire) at least versions 4.0 to 2.1, as well as any TIBCO products and services that utilize the TIBCO Spotfire Platform." Vasudevan amended its complaint on March 6, 2012, but continues to accuse the same products of infringement. On May 18, 2012, the Court granted our motion to dismiss Vasudevan's indirect and willful infringement claims. Vasudevan filed a second amended complaint on July 24, 2012, adding a claim for inducement of infringement for alleged acts of indirect infringement occurring after the filing of the original complaint. On September 19, 2012, the Court issued a claim construction order. Fact discovery closed on February 15, 2013. Expert discovery closed on June 7, 2013.

On May 30, 2013, the Court heard oral argument regarding our motion for summary judgment of invalidity of U.S. Patent No. 7,167,864 for lack of written description and enablement. The Court scheduled a further hearing on August 28, 2013 for any additional summary judgment or pretrial motions filed by July 18, 2013.

Vasudevan seeks injunctive relief and damages in the amount of a "royalty rate of 8% [applied] to the software license, maintenance, and services revenue generated by us (and Spotfire) from U.S. sales of the accused products since January 23, 2007." A jury trial is scheduled to begin January 27, 2014. 

We intend to defend the action vigorously. While we believe that we have valid defenses to Vasudevan's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action. We cannot currently estimate a reasonably possible range of loss for this action.

12. STOCK-BASED COMPENSATION

Stock-based compensation cost for the three months ended May 31, 2013 and 2012 was $14.9 million and $14.4 million, respectively. Stock-based compensation cost for the six months ended May 31, 2013 and 2012 was $31.3 million and $29.7 million, respectively. The deferred tax benefit from stock-based compensation expenses for the three months ended May 31, 2013 and 2012 was $4.3 million and $4.8 million, respectively. The deferred tax benefit from stock-based compensation expenses for the six months ended May 31, 2013 and 2012 was $9.4 million and $9.9 million, respectively.

The following table summarizes additional information pertaining to our stock-based compensation from stock options and stock awards which are comprised of restricted stock, restricted stock units and performance-based restricted stock units (in thousands, except grant-date fair value and recognition period):

18

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Stock options:
Weighted-average grant-date fair value	$	7.73		$	11.60		$	7.73		$	9.83
Options granted	18			1			18			173
Options exercised	(524		)	(629		)	(988		)	(1,673		)
Total intrinsic value of stock options exercised	$	6,798		$	14,605		$	14,054		$	31,864
Total unrecognized compensation expense at period-end	$	9,080		$	22,927		$	9,080		$	22,927
Weighted-average remaining recognition period at period-end	1.8 years			2.4 years			1.8 years			2.4 years
Stock awards:
Weighted-average grant-date fair value	$	21.86		$	32.37		$	22.17		$	29.99
Stock awards granted	1,428			179			2,747			964
Stock awards vested	(917		)	(1,241		)	(1,474		)	(1,688		)
Total unrecognized compensation expense at period-end	$	116,882		$	85,540		$	116,882		$	84,540
Weighted-average remaining recognition period at period-end	2.1 years			2.0 years			2.1 years			2.0 years

13. PROVISION FOR INCOME TAXES

The effective tax rate was 26% and 21% for the three months ended May 31, 2013 and 2012, respectively, and 14% and 18% for the six months ended May 31, 2013 and 2012, respectively.

In the three months ended May 31, 2013, we recognized a discrete provision of $1.8 million related to estimated withholding taxes in jurisdictions where we do not expect to benefit from a foreign tax credit. We recognize the withholding taxes as discrete items because of the high variability of withholding tax rates by country and the difficulty in forecasting the exact country of future revenue.

In the three months ended February 28, 2013, we recognized certain discrete items of tax expense and benefit of a net of $1.4 million primarily related to a true-up of $1.8 million tax expense for prior period withholding taxes and $3.3 million of tax benefits from retroactive legislative reinstatement of the federal research and development credit. In the three months ended February 28, 2012, we recognized a discrete benefit of $1.8 million tax benefit primarily related to lapses of various statutes of limitations and true-up for prior period withholding taxes. We recognize the withholding taxes as discrete items because of the high variability of withholding tax rates by country and the difficulty in forecasting the exact country of future revenue.

The provision for the six month periods ended May 31, 2013 and 2012 reflects a forecasted annual tax rate of 14% and 16%, respectively, offset by discrete items which are booked in the period they occur. The forecasted tax rate reflects the benefits resulting from the reorganization of certain foreign entities, lower foreign taxes, domestic manufacturing incentives, and federal and state research and development credits (federal research and development credit retroactively reinstated to January 1, 2012), partially offset by the impact of certain stock compensation charges and state income taxes.

On January 2, 2013, the American Taxpayer Relief Act of 2012 (H.R. 8, as amended) was signed into law. This Act extends the federal research and development credit through December 31, 2013. The federal research and development credit was reinstated retroactively to January 1, 2012. The retroactive tax benefit of the federal research and development credit for the eleven months ended November 30, 2012 was recognized as a discrete tax benefit of $3.3 million in the first quarter of fiscal year 2013, the period in which the reinstatement was enacted into law.

We expect to use the single sales factor apportionment for California state taxation, which is expected to lower our future taxable state income. This reduction in taxable income may affect the extent to which we can benefit from $13.5 million (net of reserve for uncertain tax positions) research and development credit carryforwards and $6.2 million net operating loss carryforwards. If we determine that it is more likely than not that we will not be able to fully utilize these carryforwards, we will recognize a valuation allowance against the related deferred tax assets.

During the three months ended May 31, 2013, the amount of gross unrecognized tax benefits increased by approximately $3.6 million primarily due to current period exposures. The total amount of gross unrecognized tax benefits was $61.2 million as of May 31, 2013, of which $43.7 million would benefit tax expense if realized. We elected to include interest expense and penalties accrued on unrecognized tax benefits as a component of our income tax expense. We do not expect any significant changes to the amount of unrecognized tax benefit within the next twelve months.

19

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

14. NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share data):

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Net income attributable to TIBCO Software Inc.	$	8,715	$	26,492	$	18,220	$	47,133
Weighted-average shares of common stock used to compute basic net income per share	160,877		160,437		161,199		160,949
Effect of dilutive common stock equivalents:
Stock options	4,709		7,140		4,911		7,224
Stock awards	1,921		1,879		2,203		1,989
Employee stock purchase program	—		21		7		11
Weighted-average shares of common stock used to compute diluted net income per share	167,507		169,477		168,320		170,173
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.05	$	0.17	$	0.11	$	0.29
Diluted	$	0.05	$	0.16	$	0.11	$	0.28

The following potential common stock equivalents are not included in the diluted net income per share calculation above because their effect was anti-dilutive for the periods indicated (in thousands):

	Three Months Ended May 31,		Six Months Ended May 31,
	2013	2012	2013	2012
Stock options	1,762	1,612	1,815	1,762
Stock awards	556	17	1,123	20
Convertible senior notes	11,865	5,346	11,865	2,615
Total anti-diluted common stock equivalents	14,183	6,975	14,803	4,397

Anti-dilutive potential common stock equivalents for the three and six months ended May 31, 2013 include the 11.9 million shares that could be issued under the Notes if we experience substantial increases in our common stock price. Under the treasury stock method, the Notes will generally have a dilutive impact on net income per share if our average stock price for the period exceeds the conversion price for the Notes. On conversion of a Note, however, we will deliver cash in an amount generally equal to the lesser of the conversion value and the principal amount of each Note and, only for any conversion value greater than the principal amount, we will deliver shares of common stock.

15. SEGMENT INFORMATION

We operate our business in one operating segment: the development and marketing of a suite of infrastructure software. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

Our revenue, organized by the following geographic regions: (i) Americas; (ii) EMEA; and (iii) APJ, based on the location at which each sale originates, is summarized as follows (in thousands):

20

TIBCO SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Americas:
United States	$	130,450	$	121,588	$	248,104	$	229,192
Other Americas	12,180		9,860		21,941		19,386
Total Americas	142,630		131,448		270,045		248,578
EMEA:
United Kingdom	18,095		21,929		40,083		46,333
Other EMEA	59,429		62,589		122,865		127,062
Total EMEA	77,524		84,518		162,948		173,395
APJ	25,692		31,397		50,643		51,092
	$	245,846	$	247,363	$	483,636	$	473,065

Our property and equipment by major country are summarized as follows (in thousands):

	May 31, 2013		November 30, 2012
Property and equipment, net:
United States	$	82,292	$	83,516
United Kingdom	1,014		1,191
Other	12,653		13,767
	$	95,959	$	98,474

16. STOCK REPURCHASE PROGRAMS

On April 26, 2013, we announced that our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from March 2012, and the remaining authorized amount of $75.8 million under the March 2012 stock repurchase program was canceled.

During the six months ended May 31, 2013, we repurchased 4.0 million shares for $81.2 million under the stock repurchase program.

In connection with the repurchase activities during the six months ended May 31, 2013, we classified $59.2 million of the excess purchase price over the par value of our common stock to retained earnings.

17. SUBSEQUENT EVENT

Acquisition of StreamBase Systems, Inc.

On June 3, 2013, we acquired StreamBase Systems, Inc. ("StreamBase"), a private company based in Massachusetts and incorporated in the State of Delaware. StreamBase is a provider of high performance event processing and real-time analytics software. We paid approximately $52 million to acquire all of the outstanding shares of capital stock of StreamBase. We have also incurred transaction costs associated with the acquisition. As a result of the acquisition, TIBCO assumed all facility leases, certain liabilities and commitments of StreamBase. Management is currently evaluating the purchase price allocation for this transaction.

2013 Restructuring Plan

In order to achieve cost efficiencies and realign our resources and operations, our Board of Directors approved a restructuring plan initiated by management in June 2013. The restructuring charges were primarily intended to increase efficiencies and reduce redundancies, including those arising from recent acquisitions. The total restructuring costs associated with the 2013 restructuring plan are estimated to approximate $8 million to $10 million and will be presented as restructuring

21

charges in our Condensed Consolidated Statements of Operations for the fiscal quarter ending August 31, 2013. Changes in estimates, if any, will be reflected in our future results of operations. We expect to fulfill our obligations associated with this restructuring no later than 2014.

22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations concerning future events or matters that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “strategy,” “continue,” “will,” “estimate,” “forecast,” and similar words and expressions are intended to identify forward-looking statements, although these words are not the only means of identifying these statements. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to risks and uncertainties, including, but not limited to, the factors set forth in Part II, Item 1A. “Risk Factors.” This discussion should be read in conjunction with our Consolidated Financial Statements and accompanying notes and with our Annual Report on Form 10-K for the year ended November 30, 2012 and with our quarterly Condensed Consolidated Financial Statements and notes thereto which appear elsewhere in this Quarterly Report on Form 10-Q. All forward-looking statements and reasons why results may differ included in this Quarterly Report on Form 10-Q are made as of the date hereof, and we assume no obligation to update any such forward-looking statements or reasons why actual results may differ.

Executive Overview

Our products are currently licensed by companies worldwide in diverse industries such as financial services, telecommunications, government, energy, life sciences, insurance, logistics, manufacturing, retail, and transportation. We sell our products through a direct sales force and through alliances with leading software vendors and system integrators.

Our revenue consists primarily of license and maintenance fees from our customers, distributors and partners (including system integrators, resellers, professional service organizations and business partners) who embed our software in their products. In addition, we receive fees from our customers for providing consulting services. Our revenue is generally derived from a diverse customer base. No single customer represented greater than 10% of our total revenue for the first six months of fiscal year 2013. As of May 31, 2013, no single customer had a balance in excess of 10% of our net accounts receivable.

For the second quarter of fiscal year 2013, we recorded total revenue of $245.8 million, a decrease of 1% from the second quarter of fiscal year 2012. License revenue was $82.3 million, a decrease of 11% from the second quarter of fiscal year 2012. In addition, we generated cash flow from operations of $24.9 million in the second quarter of fiscal year 2013. Diluted earnings per share under generally accepted accounting principles in the United States of America (“GAAP”) was $0.05 in the second quarter of fiscal year 2013 as compared to $0.16 for the second quarter of fiscal year 2012. We ended the quarter with $726.6 million in cash, cash equivalents and short-term investments.

We currently intend to grow our business by pursuing key initiatives to: broaden our product platform through internal development and acquisitions; increase our sales capacity by expanding our direct sales organization and developing our channel partnerships; expand our product offerings to new vertical markets; and employ marketing programs to increase awareness of us and our products among existing and prospective customers. Whether or not we are successful depends on our ability to: appropriately manage our expenses as we grow our organization; identify or acquire companies or assets at attractive valuations; enter into beneficial channel relationships; develop new products; and successfully execute our marketing and sales strategies.

Critical Accounting Policies, Judgments and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can have significant impact on the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On a regular basis we evaluate our estimates, assumptions and judgments and make changes accordingly. We also discuss our critical accounting estimates on a regular basis with the Audit Committee of our Board of Directors.

We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts, returns and discounts, stock-based compensation, business combination, impairment of goodwill, intangible and long-lived assets, and accounting for income taxes have the greatest potential impact on our Condensed Consolidated Financial

23

Statements, so we consider these to be our critical accounting policies. Historically, our estimates, assumptions and judgments relative to our critical accounting policies have not differed materially from actual results. The critical accounting estimates associated with these policies are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012.

Recent Accounting Pronouncements

Recent accounting pronouncements are detailed in Note 2 to our Condensed Consolidated Financial Statements.

Results of Operations

For purposes of presentation, we have indicated the second quarter of fiscal years 2013 and 2012 as ended on May 31, 2013 and May 31, 2012, respectively; whereas in fact, the second quarter of fiscal years 2013 and 2012 actually ended on June 2, 2013 and June 3, 2012, respectively. There were 91 days in the second quarter of both fiscal years 2013 and 2012. All amounts presented in the tables in the following sections of our Results of Operations are stated in thousands of dollars, except for percentages and unless otherwise stated.

The following table sets forth the components of our Results of Operations as percentages of total revenue for the periods indicated:

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Revenue:
License	33	%	37	%	33	%	37	%
Service and maintenance	67		63		67		63
Total revenue	100		100		100		100
Cost of revenue:
License	5		4		5		4
Service and maintenance	25		24		26		25
Total cost of revenue	30		28		31		29
Gross profit	70		72		69		71
Operating expenses:
Research and development	17		16		17		16
Sales and marketing	35		32		34		33
General and administrative	7		7		8		7
Amortization of acquired intangible assets	2		2		2		2
Acquisition related and other	—		—		—		—
Restructuring adjustment	—		—		—		—
Total operating expenses	61		57		61		58
Income from operations	9		15		8		13
Interest income	—		—		—		—
Interest expense	(4	)	(2	)	(4	)	(1	)
Other income (expense), net	—		—		—		—
Income before provision for income taxes and noncontrolling interest	5		13		4		12
Provision for (benefit from) income taxes	1		2		1		2
Net income	4		11		3		10
Less: Net income (loss) attributable to noncontrolling interest	—		—		—		—
Net income attributable to TIBCO Software Inc.	4	%	11	%	3	%	10	%

Our Results of Operations include incremental revenue and costs related to the acquisitions of Maporama and LogLogic. In connection with this acquisition, we have incurred additional expenses, including amortization of intangible assets and acquired technology; stock-based compensation; personnel and related costs; facility and infrastructure costs; and other charges.

24

Total Revenue

Our total revenue consisted primarily of license, service and maintenance fees from our customers, distributors and partners.

	Three Months Ended May 31,						Six Months Ended May 31,
	2013		2012		Change		2013		2012		Change
Total revenue	$	245,846	$	247,363	(1	)%	$	483,636	$	473,065	2	%

Total revenue in the second quarter of fiscal year 2013 decreased by $1.5 million, or 1%, compared to the same quarter last year. The decrease was primarily comprised of a $10.3 million, or 11%, decrease in license revenue, partially offset by a $8.8 million, or 6%, increase in service and maintenance revenue. Total revenue for the six months ended May 31, 2013 increased by $10.6 million or 2%, compared to the same period last year.

For the six months ended May 31, 2013, we experienced an increase in total revenue in Americas and a decrease in total revenue in each of Asia Pacific and Japan ("APJ") and Europe, the Middle East and Africa ("EMEA") compared to the same period last year. See Note 15 to our Condensed Consolidated Financial Statements for total revenue by region. The percentages of total revenue from the geographic regions are summarized as follows:

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Americas	58	%	53	%	56	%	52	%
EMEA	32	%	34	%	34	%	37	%
APJ	10	%	13	%	10	%	11	%
	100	%	100	%	100	%	100	%

License Revenue

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
License revenue	$	82,266		$	92,581		(11	)%	$	160,529		$	174,896		(8	)%
Percentage of total revenue	33		%	37		%			33		%	37		%

Our license revenue for the three and six months ended May 31, 2013 and 2012 was derived from the following three product lines: service oriented architecture (“SOA”) and core infrastructure; business optimization; and process automation and collaboration. The percentages of license revenue from the three product lines are summarized as follows:

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
SOA and core infrastructure	51	%	55	%	48	%	56	%
Business optimization	40	%	31	%	43	%	32	%
Process automation and collaboration	9	%	14	%	9	%	12	%
	100	%	100	%	100	%	100	%

25

Our license revenue in a particular period is dependent upon the timing, number and size of our license deals. Selected data about our license deals recognized for the respective periods is summarized as follows:

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Number of license deals of $1.0 million or more	12		20		24		40
Number of license deals of $0.1 million or more	147		137		251		239
Average size of license deals of $0.1 million or more (in millions)	$	0.5	$	0.6	$	0.6	$	0.7

Cost of License Revenue

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Cost of license revenue	$	11,108		$	9,401		18	%	$	22,369		$	18,441		21	%
Percentage of total revenue	5		%	4		%			5		%	4		%
Percentage of license revenue	14		%	10		%			14		%	11		%

Cost of license revenue mainly consisted of amortization of developed technology acquired through acquisitions and royalty costs. Cost of license revenue in the second quarter of fiscal year 2013 increased by $1.7 million, or 18%, compared to the same quarter last year. Cost of license revenue for the six months ended May 31, 2013 increased by $3.9 million, or 21%, compared to the same period last year. The increases were primarily due to higher royalty and amortization costs.

Service and Maintenance Revenue and Cost

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Service and maintenance revenue	$	163,580		$	154,782		6	%	$	323,107		$	298,169		8	%
Percentage of total revenue	67		%	63		%			67		%	63		%
Cost of service and maintenance revenue	$	62,863		$	59,486		6	%	$	125,239		$	116,536		7	%
Percentage of total revenue	25		%	24		%			26		%	25		%
Percentage of service and maintenance revenue	38		%	38		%			39		%	39		%

Service and maintenance revenue in the second quarter of fiscal year 2013 increased by $8.8 million, or 6%, compared to the same quarter last year. Service and maintenance revenue for the six months ended May 31, 2013 increased by $24.9 million, or 8%, compared to the same period last year. Maintenance revenue was 62% and professional services and training revenue was 38% of total service and maintenance revenue for the three and six months ended May 31, 2013. The increase for the three and six months ended May 31, 2013 was primarily due to continued growth in our installed software base and an increase in both the number and size of consulting engagements, reflecting our increased focus on providing more services to our customers.

Cost of service and maintenance consisted primarily of compensation for professional services, customer support personnel and third-party contractors and associated expenses related to providing consulting services.

Cost of service and maintenance in the second quarter of fiscal year 2013 increased by $3.4 million, or 6%, compared to the same quarter last year. The increase was primarily due to a $2.5 million increase in employee-related expenses from higher headcount. Cost of service and maintenance for the six months ended May 31, 2013 increased by $8.7 million, or 7%, compared to the same period last year. The increase was primarily due to a $7.3 million increase in employee-related expenses from higher headcount.

26

Research and Development Expenses

Research and development expenses consisted primarily of employee-related expenses, including salary, bonus, benefits, stock-based compensation expenses, recruiting expense and office support, third-party contractor fees and related costs associated with the development and enhancement of our products.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Research and development expenses	$	42,575		$	38,605		10	%	$	84,200		$	75,926		11	%
Percentage of total revenue	17		%	16		%			17		%	16		%

Research and development expenses in the second quarter of fiscal year 2013 increased by $4.0 million, or 10%, compared to the same quarter last year, primarily due to $2.4 million in employee-related expenses and $1.2 million in subcontractor costs from an expansion of operations. Research and development expenses for the six months ended May 31, 2013 increased by $8.3 million, or 11%, compared to the same period last year primarily due to $4.0 million in subcontractor costs and $3.7 million in employee-related expenses from an expansion of operations.

Sales and Marketing Expenses

Sales and marketing expenses consisted primarily of employee-related expenses, including sales commissions, salary, bonus, benefits, stock-based compensation expenses, recruiting expense and office support, related costs of our direct sales force and marketing staff, and the costs of marketing programs, including customer conferences, promotional materials, trade shows, advertising and related travel expenses.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Sales and marketing expenses	$	85,224		$	78,923		8	%	$	165,313		$	154,641		7	%
Percentage of total revenue	35		%	32		%			34		%	33		%

Sales and marketing expenses in the second quarter of fiscal year 2013 increased by $6.3 million, or 8%, compared to the same quarter last year, primarily due to $4.4 million in employee-related expenses from higher headcount and higher marketing program costs. Sales and marketing expenses for the six months ended May 31, 2013 increased by $10.7 million, or 7%, compared to the same period last year primarily due to $8.6 million in employee-related expenses and higher marketing program costs.

The increase in employee-related expenses compared to last year was primarily due to an increase in headcount. The increase in marketing and facility expenses was due to the expansion of sales and marketing.

General and Administrative Expenses

General and administrative expenses consisted primarily of employee-related expenses, including salary, bonus, benefits, stock-based compensation expenses, recruiting expense and office support and related costs for general corporate functions including executive, legal, finance, accounting and human resources, and also included accounting, tax and legal fees and charges.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
General and administrative expenses	$	17,924		$	17,407		3	%	$	36,849		$	35,002		5	%
Percentage of total revenue	7		%	7		%			8		%	7		%

General and administrative expenses in the second quarter of fiscal year 2013 increased by $0.5 million, or 3%, compared to the same quarter last year. General and administrative expenses for the six months ended May 31, 2013 increased by $1.8 million, or 5%, compared to the same period last year. The increase was primarily due to a $1.2 million increase in fees and charges.

27

Amortization of Acquired Intangible Assets

Intangible assets acquired through corporate acquisitions are comprised of the expected value of developed technologies, patents, trademarks, established customer bases and non-compete agreements, as well as maintenance and OEM customer royalty agreements. Amortization of developed technologies is recorded as a cost of revenue, and amortization of other acquired intangible assets is included in operating expenses.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Amortization of acquired intangible assets:
In cost of revenue	$	4,246		$	3,899				$	8,343		$	7,164
In operating expenses	4,713			5,653					9,034			10,201
Total amortization	$	8,959		$	9,552		(6	)%	$	17,377		$	17,365		—	%
Percentage of total revenue	4		%	4		%			4		%	4		%

Acquisition Related and Other Expenses

Acquisition related and other expenses consisted of costs incurred after the issuance of a definitive term sheet for a particular transaction (whether or not such transaction is ultimately completed, remains in-process or is not completed) and included legal, banker, accounting and other advisory fees of third parties and severance costs for employees of the acquired company that were terminated within 90 days of the acquisition date.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Acquisition related and other expenses:
Transitional and other employee related costs	$	26		$	—				$	26		$	—
Professional services fees and other	542			929					$	869		$	1,325
Total	$	568		$	929		(39	)%	$	895		$	1,325		(32	)%
Percentage of total revenue	—		%	—		%			—		%	—		%

Restructuring Adjustment

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Restructuring adjustment	$	(22	)	$	(400	)	(95	)%	$	(15	)	$	(519	)	(97	)%
As percent of total revenue	—		%	—		%			—		%	—		%

28

Stock-Based Compensation Cost

Stock-based compensation cost is included in our Condensed Consolidated Statements of Operations corresponding to the same functional lines as cash compensation paid to the same employees in the respective departments as follows:

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Stock-based compensation costs:
Cost of revenue	$	1,869		$	1,116				$	3,472		$	2,397
Research and development	4,122			3,353					8,118			7,359
Sales and marketing	4,422			4,694					9,661			9,986
General and administrative	4,530			5,231					10,084			9,976
Total	$	14,943		$	14,394		4	%	$	31,335		$	29,718		5	%
Percentage of total revenue	6		%	6		%			6		%	6		%

Total stock-based compensation costs in the second quarter of fiscal year 2013 increased by $0.5 million, or 4%, compared to the same quarter last year primarily due to a $3.4 million increase in stock-based compensation costs related to service based-stock awards, which was partially offset by a $2.1 million decrease in stock-based compensation costs related to performance-based restricted stock units ("PRSUs") and a $0.7 million decrease in stock-based compensation costs related to stock options.

Total stock-based compensation costs for the six months ended May 31, 2013 increased by $1.6 million, or 5%, compared to the same period last year. The increase was primarily due to a $5.0 million increase in stock-based compensation costs related to service-based stock awards, which was partially offset by a $2.0 million decrease in stock-based compensation costs related to PRSUs and a $1.5 million decrease in stock-based compensation costs related to stock options.

Interest Income

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Interest income	$	225		$	221		2	%	$	423		$	476		(11	)%
Percentage of total revenue	—		%	—		%			—		%	—		%

Interest Expense

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Interest expense	$	(8,663	)	$	(4,395	)	97	%	$	(17,445	)	$	(5,860	)	198	%
Percentage of total revenue	4		%	2		%			4		%	1		%

Interest expense is primarily related to the outstanding borrowings under our convertible senior notes, mortgage note and credit facility.

Interest expense increased in the second quarter of fiscal year 2013 compared to the same quarter last year by $4.3 million, or 97%, and interest expense for the six months ended May 31, 2013 increased by $11.6 million or 198%, due to the issuance of the convertible senior notes in the second quarter of fiscal year 2012. See Note 8 and Note 9 to our Condensed Consolidated Financial Statements for further detail on the credit facility, mortgage note and the convertible senior notes.

29

Other Income (Expense), Net

Other income (expense) included foreign exchange gains and losses, realized gains and losses on investments, and other miscellaneous income and expense items.

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Other income (expense), net:
Foreign exchange gain (loss)	$	(870	)	$	566				$	(1,713	)	$	1,104
Realized gain (loss) on investments	296			3					293			425
Other income (expense)	5			3					9			19
Total other income (expense), net	$	(569	)	$	572		(199	)%	$	(1,411	)	$	1,548		(191	)%
Percentage of total revenue	—		%	—		%			—		%	—		%

Other income (expense) decreased in the second quarter of fiscal year 2013 compared to the same quarter last year by $1.1 million primarily due to a $1.4 million difference in foreign exchange losses. Other income (expense) for the six months ended May 31, 2013 decreased by $3.0 million compared to the same period last year primarily due to a $2.8 million difference in foreign exchange losses.

Provision for Income Taxes

	Three Months Ended May 31,								Six Months Ended May 31,
	2013			2012			Change		2013			2012			Change
Provision for (benefit from) income taxes	$	3,100		$	7,200		(57	)%	$	3,000		$	10,500		(71	)%
Effective tax rate	26		%	21		%			14		%	18		%

In the three months ended May 31, 2013, we recognized a discrete provision of $1.8 million related to estimated withholding taxes in jurisdictions where we do not expect to benefit from a foreign tax credit. We recognize the withholding taxes as discrete items because of the high variability of withholding tax rates by country and the difficulty in forecasting the exact country of future revenue.

In the three months ended February 28, 2013, we recognized certain discrete items of tax expense and benefit of a net of $1.4 million primarily related to true-up of $1.8 million of tax expense for prior period withholding taxes and $3.3 million of tax benefit from retroactive legislative reinstatement of the federal research and development credit. In the three months ended February 28, 2012, we recognized a discrete benefit of $1.8 million tax benefit primarily related to lapses of various statutes of limitations and true-up for prior period withholding taxes.

On January 2, 2013, the American Taxpayer Relief Act of 2012 (H.R. 8, as amended) was signed into law. This Act extends the federal research and development credit through December 31, 2013. The federal research and development credit was reinstated retroactively to January 1, 2012. The retroactive tax benefit of the federal research and development credit for the eleven months ended November 30, 2012 was recognized as a discrete tax benefit of $3.3 million in the first quarter of fiscal year 2013, the period in which the reinstatement was enacted into law.

The tax expense for the six month periods ended May 31, 2013 and 2012 reflects a forecasted tax rate of 14% and 16%, respectively, offset by discrete items which are recognized in the period they are incurred. The forecasted tax rate reflects the benefits resulting from the reorganization of certain foreign entities, lower foreign taxes, domestic manufacturing incentives, and research and development credits (federal research and development credit retroactively reinstated to January 1, 2012), partially offset by the impact of certain stock compensation charges and state income taxes.

We expect to use the single sales factor apportionment for California state taxation, which is expected to lower our future taxable state income. This reduction in taxable income may affect the extent to which we can benefit from $13.5 million (net of reserve for uncertain tax positions) research and development credit carryforwards and $6.2 million net operating loss carryforwards. If we determine that it is more likely than not that we will not be able to fully utilize these carryforwards, we will recognize a valuation allowance against the related deferred tax assets.

30

During the second quarter of fiscal year 2013, the amount of gross unrecognized tax benefits increased by approximately $3.6 million primarily due to current period exposures. The total amount of gross unrecognized tax benefits was $61.2 million as of May 31, 2013, of which $43.7 million would benefit tax expense if realized. We elected to include interest expense and penalties accrued on unrecognized tax benefits as a component of our income tax expense. The change in accrued interest and penalties during the second quarter of fiscal year 2013 was not material. We do not expect any significant changes to the amount of unrecognized tax benefit within the next twelve months. Recent statements from the Internal Revenue Service have indicated their intent to seek greater disclosure by companies of their reserves for uncertain tax positions.

Liquidity and Capital Resources

Liquidity

As of May 31, 2013, we had cash and cash equivalents totaling $662.8 million, representing a decrease of $64.5 million from November 30, 2012. As of May 31, 2013, $281.7 million of our cash and cash equivalents were held by our foreign subsidiaries in our foreign operations. Our current intention is to permanently reinvest the majority of our earnings from foreign operations. Our current plans do not anticipate a need to repatriate cash to fund our domestic operations. In the event cash from foreign operations in our foreign operations is needed to fund operations in the U.S., we would be subject to additional income taxes in the United States reduced by any foreign taxes paid on these earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable at this time.

Net cash provided by operating activities in the six months ended May 31, 2013 was $88.1 million, resulting from net income of $18.3 million, $49.6 million in non-cash charges and $20.1 million net change in assets and liabilities. The non-cash charges primarily included depreciation and amortization, stock-based compensation and tax benefits related to stock benefit plans, less deferred income tax and excess tax benefits from stock-based compensation which are recorded in financing activities. Net change in assets and liabilities for the first six months of fiscal year 2013 consisted primarily of a decrease in accounts receivable, partially offset by a decrease in accrued liabilities, restructuring costs and deferred revenue.

To the extent that non-cash items increase or decrease our future operating results, there will be no corresponding impact on our cash flows. After excluding the effects of these non-cash charges, the primary changes in cash flows relating to operating activities result from changes in working capital. Our primary source of operating cash flows is the collection of accounts receivable from our customers, including maintenance which is typically invoiced annually in advance. Our operating cash flows are also impacted by the timing of payments to our vendors for accounts payable and other liabilities. We generally pay our vendors and service providers in accordance with the invoice terms and conditions. The timing of cash payments in future periods will be impacted by the terms of our accounts payable arrangements.

Net cash used in investing activities was $39.8 million for the six months ended May 31, 2013, resulting primarily from $29.4 million in net purchases of short-term investments, $5.8 million in capital expenditures and $4.3 million for acquisitions, net of adjustments.

Net cash used in financing activities was $110.4 million for the six months ended May 31, 2013, resulting primarily from $81.2 million of repurchases of shares of our common stock, $35.7 million payment of debt and $9.9 million in withholding taxes related to restricted stock net share settlement, which were partially offset by proceeds of $9.3 million from the exercise of stock options and the sale of our common stock under our employee stock purchase program and $7.1 million in excess tax benefits from stock-based compensation.

On April 26, 2013, we announced that our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from March 2012, and the remaining authorized amount of $75.8 million under the March 2012 stock repurchase program was canceled.

The repurchase of shares of our common stock concurrent with the issuance of the Notes during the second quarter of fiscal year 2012 was made pursuant to the March 2012 stock repurchase program.

Convertible Senior Notes: In April 2012, we issued convertible senior notes in an aggregate principal amount of $600.0 million due May 1, 2032with an interest rate of 2.25%.

Credit Facility: In December 2011, we and one of our subsidiaries entered into an unsecured revolving credit facility that matures on December 19, 2016 and provides for borrowings of up to $250.0 million with a variable interest rate. We have an option to request that the lenders increase the available commitments by up to an additional $100.0 million for total borrowings of up to $350.0 million. We had no borrowings outstanding under the credit facility as of May 31, 2013.

31

Mortgage Note: In May 2013, we repaid the outstanding balance on our mortgage note of $34.7 million in full.

Line of Credit: We have a $10.0 million revolving line of credit that matures in June 2014. We had approximately $1.0 million of irrevocable letters of credit outstanding under the line of credit as of May 31, 2013.

Guarantee Credit Line: We have a revolving guarantee credit line of approximately $15.6 million available for the issuance of bank guarantees. We had approximately $13.3 million of bank guarantees outstanding under the guarantee credit line as of May 31, 2013.

See Note 8 and Note 9 to our Condensed Consolidated Financial Statements for further detail on these sources of financing.

Capital Resources

We currently anticipate that our operating expenses will grow in absolute dollars for the foreseeable future, and we intend to fund our operating expenses primarily through cash flows from operations. We believe that our current cash, cash equivalents and short-term investments and amounts available under our credit facility together with expected cash flows from operations will be sufficient to meet our anticipated cash requirements for working capital, capital expenditures, and currently approved stock repurchases for at least the next twelve months. Should demand for our products and services significantly decline over the next twelve months, the available cash provided by operations could be adversely impacted.

Commitments

In conjunction with the purchase of our corporate headquarters in June 2003, we entered into a 51-year lease of the land upon which the property is located. The lease was paid in advance for a total of $28.0 million, but is subject to adjustments every 10 years based upon changes in fair market value of the land.

As of May 31, 2013, our contractual commitments associated with indebtedness, lease obligations and restructuring were as follows (in thousands):

	Total		Remainder of 2013		2014		2015		2016		2017		Thereafter
Commitments:
Debt principal	$	600,000	$	—	$	—	$	—	$	—	$	600,000	$	—
Debt interest	54,000		6,750		13,500		13,500		13,500		6,750		—
Operating leases (1)	49,398		5,150		12,078		8,993		7,853		5,964		9,360
Total commitments	$	703,398	$	11,900	$	25,578	$	22,493	$	21,353	$	612,714	$	9,360

(1) Operating leases included future minimum rent payments net of estimated sublease income for facilities that we have vacated pursuant to our restructuring activities.

Future minimum lease payments under restructured non-cancelable operating leases are included in Accrued Restructuring Costs in our Condensed Consolidated Balance Sheets.

The above commitment table does not include approximately $31.7 million of long-term uncertain income tax liabilities due to the fact that we are unable to reasonably estimate the timing of these potential future payments.

Indemnification

Our indemnification obligations are summarized in Note 10 to our Condensed Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

32

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of foreign currency fluctuations and interest rate changes.

Foreign Currency Risk

We conduct business in the Americas, EMEA and APJ and transact business in approximately 25 foreign currencies worldwide. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or changes in economic conditions in foreign markets.

We enter into forward contracts with financial institutions to manage our currency exposure related to net assets and liabilities denominated in foreign currencies, and these forward contracts are generally settled monthly. We do not enter into derivative financial instruments for speculative purposes. As of May 31, 2013, we had twenty five outstanding forward contracts denominated in United States dollars and four outstanding forward contract denominated in Euros that resulted in a net gain of $2.3 million.

We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to translation gains or losses, which are recorded net as a component of other comprehensive income.

Interest Rate Risk

Our investment policy is designed to protect and preserve invested funds by limiting default, market and investment risk. Our exposure to market rate risk for changes in interest rates relates primarily to interest paid on our credit facility and our investments.

Currently, we maintain our cash in current accounts or money market funds. In general, money market funds are not considered to be subject to interest rate risk because the interest paid on such funds fluctuates with the prevailing interest rate. As of May 31, 2013, our cash and cash equivalents totaled $662.8 million, of which $336.0 million was held in money market funds. As of May 31, 2013, a hypothetical 100 basis point increase in interest rates would not have a significant impact on the fair value of our investments.

Interest on borrowings under the 2011 Credit Facility is based at specified margins above either LIBOR or a base rate defined in the 2011 Credit Facility, whereas the interest rate on our Notes is fixed over its term. Our exposure to interest rate risk under the 2011 Credit Facility will depend on the extent to which we utilize such facility. As of May 31, 2013, the 2011 Credit Facility had a borrowing capacity of $250.0 million and had no outstanding borrowings. A hypothetical 100 basis point increase in the LIBOR or Prime Rate-based interest rate on the 2011 Credit Facility would result in an increase in our interest expense by $1.0 million per year for every $100.0 million borrowed. See Note 8 for a discussion of the 2011 Credit Facility.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, the design of a control system must reflect that there are resource constraints, thus, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of

33

any disclosure controls and procedures also is based in part upon certain assumptions about the probability of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

34

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our legal proceedings are detailed in Note 11 to our Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Form 10-Q, the following risk factors, as well as other factors of which we may be unaware or do not currently view as significant, could materially and adversely affect our future operating results and could cause actual events to differ materially from those predicted in the forward-looking statements we make about our business. These risk factors should be read in conjunction with the other information contained in our other SEC filings, including our Form 10-K for the fiscal year ended November 30, 2012.

Our future revenue is unpredictable, and we expect our quarterly operating results to fluctuate, which may cause our stock price to decline.

As a result of the evolving nature of the markets in which we compete and the size of our customer agreements, we have difficulty accurately forecasting our revenue in any given period. In addition to the factors discussed elsewhere in this section, a number of factors may cause our revenue to fall short of our expectations, or those of stock market analysts and investors, or cause fluctuations in our operating results, including:

• the relatively long sales cycles for many of our products;

• the timing of our new products or product enhancements or any delays in such introductions;

• the delay or deferral of customer implementation of our products;

• changes in customer budgets and decision making processes that could affect both the timing and size of any transaction;

• reduced spending in the industries that license our products;

• our ability to improve our effectiveness of execution in our marketing and sales strategies since implementing changes to our sales organization;

• our dependence on large deals, which, if such deals do not close, can greatly impact revenues for a particular quarter;

• the timing, size and mix of orders from customers;

• the deferral of license revenue to future periods due to the timing of the execution of an agreement or our ability to deliver the products;

• changes in our business model;

• the impact of our provision of services and customer-required contractual terms on our recognition of license revenue;

• any unanticipated difficulty we encounter in integrating acquired businesses, products or technologies;

• the tendency of some of our customers to wait until the end of a fiscal quarter or our fiscal year before placing an order in the hope of obtaining more favorable terms;

• adverse economic or market conditions;

• the amount and timing of operating costs and capital expenditures relating to the expansion of our operations and the evaluation of strategic transactions; and

• changes in accounting rules, such as recording expenses for employee stock option grants and tax accounting, including accounting for uncertain tax positions.

A substantial portion of our product license orders are usually received in the last month of each fiscal quarter, with a concentration of such orders in the final two weeks of the quarter. While we typically ship product licenses shortly after the receipt of an order, we may have license orders that have not shipped at the end of any given quarter. Because the amount of such product license orders may vary, the amount, if any, of such orders at the end of a particular quarter is not a reliable predictor of our future performance.

Because it is difficult for us to predict our quarterly operating results, period-to-period comparisons of our operating results may not be a good indication of our future performance. If, as a result of these difficulties, our revenues and operating results do not meet the expectations of our investors or securities analysts or fall below guidance we may provide to the market, the price of our common stock may decline.

Uneven growth and periods of contraction in the infrastructure software market have caused our revenue to decline in the past and could cause our revenue or results of operations to fall below expectations in the future.

We earn a substantial portion of our revenue from licenses of our infrastructure software, including application integration software and sales of related services. We expect to earn substantially all of our revenue in the foreseeable future

35

from sales of this software and the related services. Our future financial performance will depend on continued growth in the number of organizations demanding software and services for application integration and information delivery and companies seeking outside vendors to develop, manage and maintain this software for their critical applications. Lower spending by corporate and governmental customers around the world, which has had a disproportionate impact on information technology spending, has led to a reduction in sales in the past and may continue to do so in the future. Many of our potential customers have made significant investments in internally developed systems and would incur significant costs in switching to third-party products, which may substantially inhibit the growth of the market for infrastructure software. If the market fails to grow, or grows more slowly than we expect, our sales will be adversely affected. Also, even if corporate and governmental spending increases and companies make greater investments in information technology and infrastructure software, our revenue may not grow at the same pace.

Economic and market conditions have in the past adversely affected, and may in the future adversely affect, our operating results.

We are subject to risks arising from adverse changes and uncertainty in domestic and global economies. For example, past domestic and global economic downturns resulted in reduced demand for information technology, including enterprise software and services. The direction and relative strength of the global economy continues to be uncertain and volatile, and could be adversely affected by, among other things, concerns regarding Europe's potential sovereign-debt crisis and other potential financial issues affecting the European economy, unrest in the Middle East, tightening in the credit markets, downturns in the financial industry, issues related to the United States' debt, budget and tax rates, and other geopolitical factors, and makes it difficult for us to forecast operating results and to make decisions about future investments. We cannot predict the duration of these economic conditions or the impact they may have on our customers or business. Information technology spending has historically declined or been postponed as general economic and market conditions have worsened. During challenging and uncertain economic times and in tight credit markets, many customers delay or reduce technology purchases. Contract negotiations may become more protracted or difficult if customers institute additional internal approvals for technology purchases or require more negotiation of contract terms and conditions. These economic conditions, and uncertainty as to the general direction of the macroeconomic environment, are beyond our control and could result in reductions in sales of our products, longer sales cycles, difficulties in collection of accounts receivable or delayed payments, slower adoption of new technologies, increased price competition and reductions in the rate at which our customers renew their maintenance agreements and procure consulting services.

Our success depends on our ability to overcome significant competition.

The market for our products and services is extremely competitive and subject to rapid change. We compete with a variety of large and small providers of infrastructure, SOA, business optimization, and process automation and collaboration software, including companies such as IBM, Oracle, SAP and Software AG generally, as well as other companies with respect to only certain of the business lines in which we operate. We also face competition for certain aspects of our product and service offerings from major systems integrators, and our customers have alternatives to our proprietary software from open source software providers that provide software and intellectual property, typically without charging license fees, or from other competitors offering products through alternative business models, such as software as a service. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition, and larger customer bases than we do. This may allow our present or future competitors to develop products comparable or superior to those we offer; adapt more quickly than we do to new technologies, evolving industry trends or customer requirements; execute more effectively on their marketing and sales strategies and leverage their internal relationships; and devote greater resources to the development, promotion and sale of their products than we do. For example, some of our competitors offer products outside our segment and routinely bundle these products with their infrastructure software products. Also, some of our competitors are expanding their competitive product offerings and strengthening their market position through increases in capital expenditures for internal research and development. Accordingly, we may not be able to compete effectively in our markets or against existing and future competitors, which could adversely affect our business and operating results.

Additionally, consolidation in the software industry has been a trend in recent years and is continuing at a rapid pace. Our current and potential competitors could make additional strategic acquisitions, consolidate their operations, or establish cooperative relationships among themselves or with other solution providers, allowing them to broaden their offerings of products and solutions and more effectively address the needs of our prospective customers, including acting as sole-source vendors for our customers. If any of this were to occur, it could adversely affect our business and operating results.

Our strategy contemplates future acquisitions, which may present risks including our incurring unanticipated expenses or additional debt, difficulty in integrating our operations, competition from other potential acquirors, financing challenges and dilution to our stockholders and may harm our operating results.

36

Our success depends in part on our ability to continually enhance and broaden our product offerings in response to changing technologies, customer demands and competitive pressures. We have acquired and expect to continue to acquire complementary businesses, products and technologies as part of our corporate strategy. In this regard, we have made a number of strategic acquisitions in recent years. We do not know if we will be able to complete any future acquisitions or whether we will be able to successfully integrate any acquired business, operate it profitably or retain its key employees or customers. Acquiring any new business, product or technology could be expensive and time-consuming, disrupt our ongoing business and financial performance, distract our management, increase our debt to finance such acquisition, increase our capital expenditures to support such new business and require us to manage larger and more complex operations. Therefore, we may not be able, either immediately post-acquisition or ever, to replicate the pre-acquisition revenues achieved by companies that we acquire or achieve the benefits of the acquisition we anticipated in valuing the businesses, products or technologies we acquire. Furthermore, the costs of integrating acquired companies in international transactions can be particularly high, due to, among other things, local laws and regulations. If we are unable to integrate any newly acquired entity, products or technology effectively, our business, financial condition and operating results could suffer. In addition, any amortization or impairment of acquired intangible assets, stock-based compensation or other charges resulting from the costs of acquisitions could harm our operating results.

In addition, we may face competition for acquisition targets from larger and more established companies with greater financial resources. Therefore, we may engage in discussions for, and incur expenses and fees for, acquisitions that do not ultimately occur. This could result in a diversion of our management's time and increased expenses.

Also, in order to finance any acquisition, we may need to raise additional funds through public or private financings or use our cash reserves. In that event, we may not be able to raise additional funds or we could be forced to obtain equity or debt financing on terms that are not favorable to us or that result in dilution to our stockholders. Use of our cash reserves for acquisitions could limit our financial flexibility in the future. The terms of existing or future loan agreements may place limits on our ability to incur additional debt to finance acquisitions. Further, if we finance an acquisition by issuing shares of stock or other rights with respect to our capital stock, our existing stockholders would be diluted and earnings per share may decrease. If we are not able to acquire strategically attractive businesses, products or technologies, we may not be able to remain competitive in our industry or achieve our overall growth plans.

We may not be able to achieve our key initiatives and grow our business as anticipated.

While we currently intend to grow our business by pursuing key initiatives to: broaden our product platform through internal development and acquisitions; increase our sales capacity by expanding our direct sales organization and developing our channel partnerships; expand our product offerings to new vertical markets; and employ marketing programs to increase awareness of our company and our products among existing and prospective customers, we cannot assure you that we will be able to achieve these key initiatives. Our success depends on our ability to: appropriately manage our expenses as we grow our organization; identify or acquire companies or assets at attractive valuations; enter into beneficial channel relationships; develop new products; and successfully execute our marketing and sales strategies. If we are not able to execute on these actions, our business may not grow as we anticipated, and our operating results could be adversely affected.

Our intellectual property or proprietary rights could be misappropriated, which could force us to become involved in expensive and time-consuming litigation and could harm our business and results of operations.

We regard our intellectual property as critical to our success. Accordingly, we rely upon a combination of copyrights, service marks, trademarks, trade secret rights, patents, confidentiality agreements and licensing agreements to protect our intellectual property. Despite these protections, a third party could misappropriate our intellectual property. Any misappropriation of our proprietary information by third parties could harm our business, financial condition and operating results.

In addition, the laws of some countries do not provide the same level of protection of our proprietary information as do the laws of the United States. If our proprietary information or material were misappropriated or challenged, we might have to engage in litigation to protect it. We might not succeed in protecting our proprietary information if we initiate intellectual property litigation, and, in any event, such litigation would be expensive and time-consuming, could divert our management's attention away from running our business and could seriously harm our business.

Claims by others that our products may infringe their intellectual property rights may cause us to incur unexpected costs or prevent us from selling our products.

Third parties may claim that certain of our products infringe their patents or other intellectual property rights. In addition, our use of open source software components in our products may make us vulnerable to claims that our products

37

infringe third-party intellectual property rights, in particular because many of the open source software components we may incorporate with our products may be developed by numerous independent parties over whom we exercise no supervision or control. "Open source software" is software that is covered by a license agreement which permits the user to liberally copy, modify and distribute the software, typically free of charge. Further, because patent applications in the United States and many other countries are not publicly disclosed at the time of filing, applications covering technology used in our software products may have been filed without our knowledge. We may be subject to legal proceedings and claims from time to time, including claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties by us or our licensees in connection with their use of our products. Our software license agreements typically provide for indemnification of our customers for intellectual property infringement claims. Intellectual property litigation, with or without merit, is expensive and time consuming, could cause product shipment delays and could divert our management's attention away from running our business and seriously harm our business. If we were to discover that our products violated the intellectual property rights of others, we would have to obtain licenses from these parties, which could require the payment of royalty or licensing fees, in order to continue marketing our products without substantial reengineering. We might not be able to obtain the necessary licenses on acceptable terms or at all, and if we could not obtain such licenses, we might not be able to reengineer our products successfully or in a timely fashion. If we fail to address any infringement issues successfully, we would be forced to incur significant costs, including damages and potentially satisfying indemnification obligations that we have to our customers, and we could be prevented from selling certain of our products.

We operate internationally and face risks attendant to those operations.

We earn a significant portion of our total revenues from international sales generated through our foreign direct and indirect operations. As a result of these sales operations, we face a variety of risks, including:

• local political and economic instability;

• tariffs, quotas and trade barriers and other varying regulatory or contractual requirements or limitations;

• the engagement of activities by our employees, contractors, partners and agents, especially in countries with developing economies, that are prohibited by international and local trade and labor laws and other laws prohibiting corrupt payments to government officials, including the Foreign Corrupt Practices Act, the UK Bribery Act of 2010 and export control laws, in spite of our policies and procedures designed to ensure compliance with these laws;

• restrictions on the transfer of funds, including with respect to restrictions on our ability to repatriate foreign cash to the United States at favorable tax rates;

• currency exchange rate fluctuations;

• overlapping tax regimes;

• increased expense of developing, testing and making localized versions of our products;

• managing our international operations; and

• longer payment cycles and credit and collectibility risk on our trade receivables.

Any of these factors, either individually or in combination, could materially impact our international operations and adversely affect our business as a whole.

Increases in services revenue may decrease overall margins or affect timing of revenue recognition.

We have historically realized, and may continue in the future to realize, an increasingly high percentage of our revenue from consulting services, which has a lower profit margin than license or maintenance revenue. As a result, if consulting and training services revenue increases as a percentage of total revenue, our overall profit margin may decrease, which could impact our stock price. 

Additionally, our customers license our software in a number of ways, including as perpetual licenses and as hosted services. We provide hosted service offerings that are made available in a cloud deployment model, and we recognize revenue from these services ratably over the term of a subscription period. Any broad-based change in market trends or our business model and pricing policies, or any significant increase in the percentage of our business generated from such a subscription model, could cause certain revenues to be recognized over time as opposed to upfront, which could delay revenue recognition and have a negative impact on our operating results.

Changes in foreign currency exchange rates could negatively affect our operating results.

In addition to receiving revenue and incurring expenses in U.S. dollars, we also receive revenue and incur expenses in approximately twenty-five foreign currencies. As a result of these international sales and operations, our revenue, expenses and net income are impacted by foreign exchange rate fluctuations against the U.S. dollar. For example, any strengthening of the U.S. dollar against foreign currencies would result in lower revenues from our international sales when sales are calculated into

38

U.S. dollars, although these decreases may be partially offset by lower operating expenses. Additionally, customers in foreign countries that incur higher costs due to the strengthening of the U.S. dollar may elect to delay payments or default on credit extended to them. Any material delay or default in our collection of significant accounts could have a negative effect on our results of operations. Additionally, any strengthening of the U.S. dollar could require us to offer discounts, reduce pricing or offer other incentives to mitigate any negative effects on demand from such rise in the U.S. dollar. Further, in the event that the U.S. dollar weakens compared to foreign currencies, we may incur higher operating expenses in those locations and, therefore, our business, financial condition and operating results could suffer. As our international operations continue to grow, or if large fluctuations in foreign exchange rates continue, our revenue, operating expenses and income may be adversely affected.

We enter into foreign currency forward contracts, the majority of which mature within approximately one month, in an effort to manage our exposure from changes in value of certain foreign currency denominated net assets and liabilities. Our foreign currency forward contracts are intended to reduce, but do not eliminate, the impact of currency exchange rate movements. For example, we do not execute forward contracts in all currencies in which we conduct business. In addition, our hedging program may not reduce the impact of short-term or long-term volatility in foreign exchange rates. Accordingly, amounts denominated in such foreign currencies may fluctuate in value and produce significant earnings and cash flow volatility.

We may not be able to successfully offer products and enhancements that respond to emerging technological trends and customers' needs.

If we are not successful in developing enhancements to existing products and new products in a timely manner, achieving customer acceptance for our existing and new product offerings or generating higher average selling prices, our gross margins may decline, and our business and operating results may suffer. Furthermore, any of our new product offerings or significant enhancements to current product offerings could cause some customers to delay making new or additional purchases while they fully evaluate any new offerings we might have introduced to the market, which in turn may slow sales and adversely affect operating results for an indeterminate period of time. Also, we may not execute successfully on our product plans because of errors in product planning or timing or acceptance by the marketplace, technical hurdles that we fail to overcome in a timely fashion or a lack of appropriate resources. This could result in competitors providing those solutions before we do and loss of market share, net sales and earnings.

If we cannot successfully recruit, retain and integrate highly skilled employees, we may not be able to execute our business strategy effectively.

If we fail to retain and recruit key management, sales and other skilled employees, our business and our ability to obtain new customers, develop new products and provide acceptable levels of customer service could suffer. As we grow, we must invest significantly in building our sales, marketing and engineering groups. Competition for these people in the software industry is intense, and we may not be able to successfully recruit, train or retain qualified personnel. We are competing against companies with greater financial resources and name recognition for these employees, and as such, there is no assurance that we will be able to meet our hiring needs or hire the most qualified candidates. The success of our business is also heavily dependent on the leadership of our key management personnel, including Vivek Ranadivé, our Chairman and Chief Executive Officer. The loss of one or more key employees could adversely affect our continued operations.

In addition, we must successfully integrate new employees into our operations and generate sufficient revenues to justify the costs associated with these employees. If we fail to successfully integrate employees or to generate the revenue necessary to justify employee-related expenses, we may be forced to reduce our headcount, which could force us to incur significant expenses and could harm our business and operating results.

The inability to upsell to our current customers or the loss of any significant customer could harm our business and cause our stock price to decline.

We do not have long-term sales contracts with any of our customers. Our customers may choose not to purchase our products or not to use our services in the future. As a result, a customer that generates substantial revenue for us in one period may not be a source of revenue in subsequent periods. Any inability on our part to upsell to and generate revenues from our existing customers or the loss of a significant customer could adversely affect our business and operating results.

The use of open source software in our products may expose us to additional risks.

Certain open source software is licensed pursuant to license agreements that require a user who distributes the open source software as a component of the user's software to disclose publicly part or all of the source code to the user's software. This effectively renders what was previously proprietary software open source software. As competition in our markets increases, we must strive to be cost-effective in our product development activities. Many features we may wish to add to our

39

products in the future may be available as open source software and our development team may wish to make use of this software to reduce development costs and speed up the development process. While we carefully monitor the use of all open source software and try to ensure that no open source software is used in such a way as to require us to disclose the source code to the related product, such use could inadvertently occur. Additionally, if a third party has incorporated certain types of open source software into its software but has failed to disclose the presence of such open source software and we embed that third party software into one or more of our products, we could, under certain circumstances, be required to disclose the source code to our product. This could have a material adverse effect on our business.

Market acceptance of new platforms, standards and technologies may require us to undergo the expense of developing and maintaining compatible product solutions.

Our software products can be licensed for use with a variety of platforms, standards and technologies, and we are constantly evaluating the feasibility of adding new platforms, standards and technologies. There may be future or existing platforms, standards and technologies that achieve popularity in the marketplace which may not be architecturally compatible with our software products. In addition, the effort and expense of developing, testing and maintaining software products will increase as more platforms, standards and technologies achieve market acceptance within our target markets. If we are unable to achieve market acceptance of our software products or adapt to new platforms, standards and technologies, our sales and revenues will be adversely affected.

Developing and maintaining different software products could place a significant strain on our resources and software product release schedules, which could harm our revenue and financial condition. If we are not able to develop software for accepted platforms, standards and technologies, our license and service revenues and our gross margins could be adversely affected. In addition, if the platforms, standards and technologies we have developed software for are not accepted, our license and service revenues and our gross margins could be adversely affected.

Any unauthorized, and potentially improper, actions of our personnel could adversely affect our business, operating results and financial condition.

 The recognition of our revenue depends on, among other things, the terms negotiated in our contracts with our customers. Our personnel may act outside of their authority and negotiate additional terms without our knowledge. We have implemented policies to help prevent and discourage such conduct, but there can be no assurance that such policies will be followed. For instance, in the event that our sales personnel negotiate terms that do not appear in the contract and of which we are unaware, whether such additional terms are written or verbal, we could be prevented from recognizing revenue in accordance with our plans. Furthermore, depending on when we learn of unauthorized actions and the size of the transactions involved, we may have to restate revenue for a previously reported period, which would seriously harm our business, operating results and financial condition.

Our stock price may be volatile, which could cause investors to incur significant losses.

The stock market in general and the stock prices of technology companies in particular, have experienced volatility which has often been unrelated to the operating performance of any particular company or companies. Some of the factors that may affect our common stock price other than our operating results include:

• uncertainty about global economic or political conditions;

• general volatility in the capital markets;

• business developments by us or our competitors, including material acquisitions or dispositions and strategic investments;

• industry developments and announcements by us or our competitors;

• changes in estimates and recommendations by securities analysts;

• speculation in the press or investment community; and

• changes in the accounting rules.

Since December 1, 2011 through the end of our second fiscal quarter of fiscal year 2013, our stock price fluctuated between a low of $18.18 and a high of $34.67. If market or industry-based fluctuations continue, our stock price could decline in the future regardless of our actual operating performance and investors could incur significant losses.

We may incur impairments to goodwill, intangible or long-lived assets.

We review our goodwill, intangible and long-lived assets for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

40

Significant negative industry or economic trends, a decline in the market price of our common stock, reduced estimates of future cash flows or disruptions to our business could indicate that goodwill, intangible or long-lived assets might be impaired. If, in any period, our stock price decreases to the point where our market capitalization is less than our book value, this too could indicate a potential impairment and we may be required to record an impairment charge in that period.

Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. We operate in highly competitive environments and projections of future operating results and cash flows may vary significantly from actual results. Additionally, if our analysis results in an impairment to our goodwill, we would be required to record a non-cash charge to earnings in our financial statements during a period in which such impairment is determined to exist.

Any of these factors could have a negative impact on our operating results.

Our debt agreements contain certain restrictions that may limit our ability to operate our business.

The agreements governing some of our debt contain, and any other future debt agreement we enter into may contain, restrictive covenants that limit our ability to operate our business, including, in each case subject to certain exceptions, restrictions on our ability to:

• incur indebtedness;

• incur indebtedness at the subsidiary level;

• grant liens;

• enter into certain mergers or sell all or substantially all of our assets;

• make certain payments on our equity, including paying dividends;

• make dispositions;

• make investments;

• change our business;

• enter into transactions with our affiliates; and

• enter into certain restrictive agreements.

In addition, our debt agreements contain financial covenants and additional affirmative and negative covenants. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. If we are not able to comply with all of these covenants for any reason and we have debt outstanding at the time of such failure, some or all of our outstanding debt could become immediately due and payable and the incurrence of additional debt under the credit facilities would not be allowed. If our cash is utilized to repay any outstanding debt, depending on the amount of debt outstanding, we could experience an immediate and significant reduction in working capital available to operate our business.In the event of an acceleration of our debt obligations, we may also not have, and may not be able to obtain, sufficient funds to make any accelerated payments, including under our convertible senior notes.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us, such as strategic acquisitions or joint ventures.

The conversion provisions of our convertible senior notes require us to deliver cash and, in certain circumstances, common stock upon conversion and could dilute the ownership interests of stockholders. In addition, the increase in our debt level from the issuance of the convertible senior notes could adversely affect our liquidity and impede our ability to raise additional capital which may also be affected by the tightening of the capital markets.

In April 2012, we issued $600.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes"). All of the Notes were outstanding as of May 31, 2013. The Note holders can convert the Notes, under certain circumstances, into cash in an amount generally equal to the lesser of the conversion value and the principal amount of each Note and, for any conversion value greater than the principal amount, into shares of common stock at any time before the Notes mature or we redeem or repurchase them. Upon certain dates (May 5, 2017, May 1, 2022, and May 1, 2027) or the occurrence of certain events including a change in control, the Note holders can require us to repurchase some or all of the Notes.

Upon any conversion of the Notes, we would be required to make cash payments up to the principal amount of any converted Notes. Additionally, our basic earnings per share would be expected to decrease to the extent we are required to issue shares upon conversion because such underlying shares would be included in the basic earnings per share calculation and the conversion would result in dilution to our stockholders. Any new issuance of equity securities, including the issuance of shares

41

upon the conversion of the Notes, could dilute the interests of our then-existing stockholders, including holders who receive shares upon conversion of their Notes, and could decrease the trading price of our common stock and the Notes.

Given that events constituting a "change in control" can trigger repurchase obligations, the existence of such repurchase obligations may delay or discourage a merger, acquisition, or other consolidation.

Our ability to service our debt obligations, make cash payments upon conversion and meet our repurchase or repayment obligations of the Notes will depend upon our future performance, which is subject to economic, competitive, financial, and other factors affecting our industry and operations, some of which are beyond our control. Further, we may not be able to generate sufficient cash flows to enable us to meet our expenses and service our debt, as well as to meet any cash conversion, repurchase or repayment obligations of the Notes. This could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate. If we are unable to meet the obligations out of cash flows from operations or other available funds, we may need to raise additional funds through public or private debt or equity financings. We may not be able to borrow money or sell more of our equity securities to meet our cash needs for various reasons, including the tightening of the capital markets. Even if we are able to do so, it may not be on terms that are favorable or reasonable to us. Any of these events could reduce the availability of cash flow to us to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes, which could have an adverse effect on our business, operating results and financial condition.

Any losses we incur as a result of our exposure to the credit risk of our customers and partners could harm our results of operations.

We monitor individual customer payment capability in granting credit arrangements, seek to limit credit to amounts we believe the customers can pay, and maintain reserves we believe are adequate to cover exposure for doubtful accounts. As we have grown our revenue and customer base, our exposure to credit risk has increased. Any material losses we incur as a result of customer defaults could have an adverse effect on our business, operating results and financial condition.

We may have exposure to additional tax liabilities.

As a multinational corporation, we are subject to income taxes in the United States and various foreign jurisdictions. Significant judgment is required in determining our global provision for income taxes and other tax liabilities. Any change in the geographical allocation of our business could adversely affect our tax rates to the extent the shift is weighted towards jurisdictions with higher tax rates.

In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Our income tax returns are routinely subject to audits by tax authorities and those authorities often disagree with positions taken by us on our tax returns. Although we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine our estimates of uncertain tax positions, a final determination of tax audits or tax disputes could have an adverse effect on our results of operations and financial condition.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes in the United States and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes and may have exposure to additional non-income tax liabilities which could have an adverse effect on our results of operations and financial condition.

In addition, our future effective tax rates could be unfavorably affected by changes in tax rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or their interpretation. Such changes could have a material adverse effect on our results of operations and financial condition.

We may be subject to increased income taxes, and other restrictions and limitations, if we were to decide to repatriate any of our foreign cash balances to the United States.

As of May 31, 2013, we held approximately $281.7 million, or 43%, of our cash and cash equivalents, outside of the United States. We use our foreign cash by reinvesting it into our foreign operations. Our current intention is to continue to reinvest the majority of our earnings from foreign operations. Our current plans do not anticipate a need to repatriate cash to fund our domestic operations. In the event cash from foreign operations is needed to fund operations in the U.S. or our foreign cash balance continues to grow such that we are unable to reinvest such cash outside of the United States, it may become increasingly likely that we would repatriate some of our foreign cash balances to the United States. In such event, we would be subject to additional income taxes in the United States.

42

Additionally, if we were to repatriate foreign cash to the United States, we would use a portion of our domestic net operating loss carryforward which could result in us being subject to cash income taxes on the earnings of our domestic business sooner than would otherwise have been the case.

Any of these scenarios may subject us to costs, restrictions and/or limitations that result in us being unable to use our cash in the manner we desire, which may have a material adverse effect on our results of operations and financial condition.

Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.

Changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practice could have a significant adverse effect on our results of operations or the manner in which we conduct our business. Further, such changes could potentially affect our reporting of transactions completed before such changes are effective. A change in existing financial accounting standards or practices may even retroactively adversely affect previously reported transactions.

In addition, the Financial Accounting Standards Board is currently working with the International Accounting Standards Board ("IASB") to converge certain accounting principles and to facilitate more comparable financial reporting between companies that are required to follow GAAP and those that are required to follow International Financial Reporting Standards ("IFRS"). These projects may result in different accounting principles under GAAP, which may have a material impact on the way in which we report financial results in areas including, but not limited to, principles for recognizing revenue, lease accounting, and financial statement presentation. A change in accounting principles from GAAP to IFRS may have a material impact on our financial statements should IFRS be incorporated into the financial reporting system for U.S. companies.

The outcome of litigation pending against us could require us to expend significant resources and could harm our business and financial resources.

Note 11 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q describes the litigation pending against us and our directors and officers. The uncertainty associated with substantial unresolved lawsuits or future lawsuits could harm our business, financial condition and reputation. The defense of the lawsuits could result in the diversion of our management's time and attention away from business operations, which could harm our business. Negative developments with respect to the lawsuits could cause our stock price to decline. In addition, although we are unable to determine the amount, if any, that we may be required to pay in connection with the resolution of the current lawsuits or any future lawsuit by settlement or otherwise, any such payment could seriously harm our financial condition and liquidity.

Aspects of our business are subject to privacy concerns and a variety of U.S. and international laws regarding data protection.

Aspects of our business are subject to federal, state and international laws regarding privacy and protection of user data. For example, in the United States regulations such as the Gramm-Leach-Bliley Act of 1999 (as amended or supplemented), which protects and restricts the use of consumer credit and financial information, and the Health Insurance Portability and Accountability Act of 1996 (as amended or supplemented), which regulates the use and disclosure of personal health information, impose significant requirements and obligations on businesses that may affect the use and adoption of our service. The European Union has also adopted a data privacy directive that requires member states to impose restrictions on the collection and use of personal data that, in some respects, are far more stringent, and impose more significant burdens on subject businesses, than current privacy standards in the United States. We post, on our website, our privacy policies and practices concerning the use and disclosure of user data. Any failure by us to comply with our posted privacy policies or other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others which could harm our business, operating results and financial condition.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines and penalties, a governmental order requiring that we change our data practices could result, which in turn could harm our business, operating results and financial condition. Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we cease conducting the noncompliant activity.

We face a variety of risks in doing business with the U.S. and foreign governments, various state and local governments, and agencies, including risks related to the procurement process, budget constraints and cycles, termination of contracts and audits.

43

Our customers include the U.S. government and a number of state and local governments or agencies. There are a variety of risks in doing business with government entities, including:

Procurement. Contracting with public sector customers is highly competitive and can be time-consuming and expensive, requiring that we incur significant up-front time and expense without any assurance that we will win a contract.

Budgetary Constraints and Cycles. Demand and payment for our products and services are impacted by public sector budgetary cycles and funding availability, with funding reductions or delays adversely impacting public sector demand for our products and services.

Termination of Contracts. Public sector customers often have contractual or other legal rights to terminate current contracts for convenience or due to a default. If a contract is terminated for convenience, which can occur if the customer's needs change, we may only be able to collect payment for products or services delivered prior to termination and settlement expenses. If a contract is terminated because of default, we may not recover even those amounts, and we may be liable for excess costs incurred by the customer for procuring alternative products or services.

Audits. The U.S. government and state and local governments and agencies routinely investigate and audit government contractors for compliance with a variety of complex laws, regulations, and contract provisions relating to the formation, administration or performance of government contracts, including provisions governing reports of and remittances of fees based on sales under government contracts, price protection, compliance with socio-economic policies, and other terms that are particular to government contracts. If, as a result of an audit or review, it is determined that we have failed to comply with such laws, regulations or contract provisions, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, refunds of a portion of fees received, suspension of payments, cost associated with the triggering of price reduction clauses, fines and suspensions or debarment from future government business, and we may suffer harm to our reputation if we are found to have violated terms of our government contracts.

Our customers also include a number of foreign governments and agencies. Similar procurement, budgetary, contract and audit risks also apply to our doing business with these foreign entities. In addition, compliance with complex regulations and contracting provisions in a variety of jurisdictions can be expensive and consume significant management resources. In certain jurisdictions our ability to win business may be constrained by political and other factors unrelated to our competitive position in the market. Each of these difficulties could adversely affect our business and results of operations.

Our software may have defects or errors that could lead to a loss of revenues or product liability claims.

Our products and platforms use complex technologies and, despite extensive testing and quality control procedures, may contain defects or errors, especially when first introduced or when new versions or enhancements are released. If defects or errors are discovered after commercial release of either new versions or enhancements of our products and platforms:

• potential customers may delay purchases;

• customers may react negatively, which could reduce future sales;

• our reputation in the marketplace may be damaged;

• we may have to defend against product liability claims;

• we may be required to indemnify our customers, distributors, original equipment manufacturers or other resellers;

• we may incur additional service and warranty costs; and

• we may have to divert additional development resources to correct the defects and errors, which may result in the delay of new product releases or upgrades.

If any or all of the foregoing occur, we may lose revenues, incur higher operating expenses and lose market share, any of which could severely harm our financial condition and operating results.

Any failure by us to meet the requirements of current or newly-targeted customers may have a detrimental impact on our business or operating results.

We may wish to expand our customer base into markets in which we have limited experience. In some cases, customers in different markets, such as financial services or government, have specific regulatory or other requirements which we must meet. For example, in order to maintain contracts with the United States government, we must comply with specific rules and regulations relating to and that govern such contracts. Government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business. If we fail to meet such requirements in the future, we could be subject to civil or criminal liability or a reduction of revenue which could harm our business, operating results and financial condition.

44

Compliance with changing regulations of corporate governance and public disclosure may result in additional expenses.

Because we are a publicly-traded company, we are subject to certain federal, state and other rules and regulations, including those required by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, new regulations promulgated by the SEC and the rules of the Nasdaq Marketplace. These and other laws relating to corporate governance and public disclosure have increased our general and administrative expenses. These new or changed laws, regulations and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards result in different outcomes from those intended by regulatory or governing bodies, our business may be harmed.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

Section 404 of the Sarbanes-Oxley Act requires that management report annually on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control and financial reporting environment. If management identifies any material weaknesses, their correction could require remedial measures which could be costly and time-consuming. In addition, the presence of material weaknesses could result in financial statement errors which in turn could require us to restate our financial statements. Any identification by us or our independent registered public accounting firm of material weaknesses, even if quickly remedied, could damage investor confidence in the accuracy and completeness of our financial reports, which could affect our stock price and potentially subject us to litigation.

The continuous process of maintaining and adapting our internal controls and complying with Section 404 is expensive and time-consuming, and requires significant management attention. We cannot be sure that our internal control measures will continue to provide adequate control over our financial processes and reporting and ensure compliance with Section 404. Any failure by us to comply with Section 404 could subject us to a variety of administrative sanctionsand harm our reputation, which could reduce our stock price.

Natural or other disasters could disrupt our business and result in loss of revenue or in higher expenses.

Natural disasters, terrorist activities and other business disruptions could seriously harm our revenue and financial condition and increase our costs and expenses. Our corporate headquarters and many of our operations are located in California, a seismically active region. In addition, many of our current and potential customers are concentrated in a few geographic areas. A natural disaster in one of these regions could have a material adverse impact on our U.S. and foreign operations, operating results and financial condition. Further, any unanticipated business disruption caused by Internet security threats, damage to global communication networks or otherwise could have a material adverse impact on our operating results.

Some provisions in our certificate of incorporation and bylaws, as well as our stockholder rights plan, may have anti-takeover effects.

We have a stockholder rights plan providing for one right for each outstanding share of our common stock. Each right, when exercisable, entitles the registered holder to purchase certain securities at a specified purchase price. The rights plan may have the anti-takeover effect of causing substantial dilution to a person or group that attempts to acquire TIBCO on terms not approved by our Board of Directors. The existence of the rights plan could limit the price that certain investors might be willing to pay in the future for shares of our common stock and could discourage, delay or prevent a merger or acquisition that stockholders may consider favorable. In addition, provisions of our current certificate of incorporation and bylaws, as well as Delaware corporate law, could make it more difficult for a third party to acquire us without the support of our Board of Directors, even if doing so would be beneficial to our stockholders.  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about the repurchase of our common stock during the second quarter of fiscal year 2013 (in thousands, except per share amounts):

45

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
March 1, 2013 – March 31, 2013	—	$	—	—	$	75,788
April 1, 2013 – April 30, 2013	3,045	$	19.48	3,045	$	240,663
May 1, 2013 – May 31, 2013	—	$	—	—	$	240,663
Total	3,045	$	19.48	3,045

(1) On April 26, 2013, we announced that our Board of Directors approved a new stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from March 2012, and the remaining authorized amount of approximately $75.8 million under the March 2012 stock repurchase program was canceled.

On March 29, 2012, we announced that our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. This program was terminated as described in the immediately preceding paragraph.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

46

ITEM 6. EXHIBITS

3.1 (1)	Amended and Restated Certificate of Incorporation of Registrant.
3.2 (2)	Amended and Restated Bylaws of Registrant.
31.1	Rule 13a-14(a) / 15d-14(a) Certification by Chief Executive Officer.
31.2	Rule 13a-14(a) / 15d-14(a) Certification by Chief Financial Officer.
32.1	Section 1350 Certification by Chief Executive Officer.
32.2	Section 1350 Certification by Chief Financial Officer.
101	Interactive data files (XBRL) pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of May 31, 2013 and November 30, 2012, (ii) the Condensed Consolidated Statement of Operations for the three months and six months ended May 31, 2013 and 2012, (iii) the Condensed Consolidated Statements of Cash Flows for the three months and six months ended May 31, 2013 and 2012 and (iv) the Notes to Condensed Consolidated Financial Statements.*

(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form 8-A, filed with the SEC on February 23, 2004.

(2) Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2013.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

47

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 thereunto duly authorized.

TIBCO SOFTWARE INC.
By:	/s/    Matthew D. Langdon
	Matthew D. Langdon Senior Vice President, Chief Financial Officer (Principal Financial Officer and duly authorized officer)
By:	/s/    Brent P. Hogenson
	Brent P. Hogenson Vice President, Corporate Controller (Principal Accounting Officer and duly authorized officer)

Date: July 11, 2013

48

EXHIBIT INDEX

3.1 (1)	Amended and Restated Certificate of Incorporation of Registrant.
3.2 (2)	Amended and Restated Bylaws of Registrant.
31.1	Rule 13a-14(a) / 15d-14(a) Certification by Chief Executive Officer.
31.2	Rule 13a-14(a) / 15d-14(a) Certification by Chief Financial Officer.
32.1	Section 1350 Certification by Chief Executive Officer.
32.2	Section 1350 Certification by Chief Financial Officer.
101	Interactive data files (XBRL) pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of May 31, 2013 and November 30, 2012, (ii) the Condensed Consolidated Statement of Operations for the three months and six month ended May 31, 2013 and 2012, (iii) the Condensed Consolidated Statements of Cash Flows for the three months and six months ended May 31, 2013 and 2012 and (iv) the Notes to Condensed Consolidated Financial Statements.*

(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form 8-A, filed with the SEC on February 23, 2004.

(2) Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2013.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

49

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Vivek Y. Ranadivé, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TIBCO Software Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2013

/s/    Vivek Y. Ranadivé

Vivek Y. Ranadivé

Chief Executive Officer and

Chairman of the Board of Directors

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Matthew D. Langdon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TIBCO Software Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2013

/s/    Matthew D. Langdon

Matthew D. Langdon

Senior Vice President, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

I, Vivek Y. Ranadivé, Chief Executive Officer of TIBCO Software Inc. (the “Company”), do hereby certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. Section 1350, that, to my knowledge:

(a) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 2, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 11, 2013

/s/    Vivek Y. Ranadivé

Vivek Y. Ranadivé

Chief Executive Officer and

Chairman of the Board of Directors

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TIBCO Software Inc. and will be retained by TIBCO Software Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION

I, Matthew D. Langdon, Senior Vice President, Chief Financial Officer of TIBCO Software Inc. (the “Company”), do hereby certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. Section 1350, that, to my knowledge:

(a) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 2, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 11, 2013

/s/    Matthew D. Langdon

Matthew D. Langdon

Senior Vice President, Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TIBCO Software Inc. and will be retained by TIBCO Software Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

LEGAL PROCEEDINGS

6 Months Ended

May 31, 2013

Legal Proceedings [Abstract]

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

From time to time, we are involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against us with respect to intellectual property, contracts, employment and other matters, as well as claims brought against our customers for whom we have a contractual indemnification obligation. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. After we determine the probability of a loss and whether that loss is reasonably estimable, we then analyze whether the litigation, based on that determination, could have a material and adverse effect on our financial statements, taken as a whole and including our statement of cash flows. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, we will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to our financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

JuxtaComm v. TIBCO, et al.

On January 21, 2010, JuxtaComm-Texas Software, LLC ("JuxtaComm") filed a complaint for patent infringement against us and other defendants in the United States District Court for the Eastern District of Texas, Case No. 6:10-CV-00011-LED. On April 22, 2010, JuxtaComm filed an amended complaint in which it alleges that certain TIBCO offerings, including TIBCO ActiveMatrix Business Works™, TIBCO iProcess™ Suite, TIBCO Business Studio™ and TIBCO ActiveMatrix® Service Bus infringe U.S. Patent No. 6,195,662 ("’662 patent"). JuxtaComm seeks injunctive relief and unspecified damages. On May 6, 2010, we filed an answer and counterclaims in which we denied JuxtaComm's claims and asserted counterclaims for declaratory relief that the asserted patent is invalid and not infringed.

On May 12, 2011, the U.S. Patent & Trademark Office ("PTO") issued a Final Office Action rejecting all asserted claims of the ’662 patent in a separate re-examination proceeding before the PTO. On September 9, 2011, JuxtaComm filed a Notice of Appeal to the Board of Patent Appeals and Interferences ("BPAI"), challenging the Final Office Action. On January 31, 2013, the BPAI reversed the PTO's rejection of the asserted claims.

 On May 15, 2012, the Court in the Eastern District of Texas granted the defendants' motion for summary judgment on invalidity of the asserted claims. On May 16, 2012, the Court issued an order staying all deadlines and vacating the trial date in light of the Court's grant of summary judgment of invalidity. On July 6, 2012, the Court issued its order granting summary judgment. On September 19, 2012, the Court issued an order of final judgment against JuxtaComm and taxed the defendants' costs of court against JuxtaComm. JuxtaComm filed a notice of appeal on September 28, 2012, and JuxtaComm's appeal is currently pending with the United States Court of Appeals for the Federal Circuit, JuxtaComm-Texas Software, LLC v. TIBCO Software Inc., et al., No. 2013-1004, -1025.

We will continue to defend the action vigorously. While we believe that we have valid defenses to JuxtaComm's claims, and the District Court entered judgment in our favor, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action, however, we are unable to estimate a range of potential loss at this time.

InvestPic, LLC v. TIBCO, et al.

On November 24, 2010, InvestPic, LLC ("InvestPic") filed a complaint for patent infringement against us and fourteen other defendants in the United States District Court for the District of Delaware, Case No. 1:10cv1028-SLR. The complaint alleges that TIBCO Spotfire^® S+^® "and other similar products" infringe U.S. Patent No. 6,349,291 (the "’291 patent"). On March 29, 2011, defendant SAS Institute Inc. ("SAS") filed a motion to dismiss the complaint for failure to state a claim for relief on the basis that all the asserted claims of the ’291 patent are invalid as being directed to unpatentable subject matter. On May 13, 2011, TIBCO, along with other defendants, filed a motion to dismiss the complaint on the same grounds as SAS’ motion. On September 30, 2011, the Court denied this motion to dismiss. However, the Court declined to address the merits of defendants’ arguments that the claims of the ’291 patent are directed to unpatentable subject matter, in the absence of discovery or claim construction. On May 3, 2012, defendants SAS, Algorithmics (U.S.), Inc. and International Business Machines Corp. filed a motion to stay the litigation pending the reexamination of the ’291 patent. On July 10, 2012, the Court entered an order to stay the litigation and administratively close the case during the pendency of the reexamination of the ’291 patent.

InvestPic seeks injunctive relief and unspecified damages. We intend to defend the action vigorously. While we believe that we have valid defenses to InvestPic's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action. As InvestPic has made no specific demand for damages in this matter other than injunctive relief, we cannot currently estimate a reasonably possible range of loss for this action.

Vasudevan Software, Inc. v. TIBCO, et al.

On December 23, 2011, Vasudevan Software, Inc. ("Vasudevan") filed a complaint for patent infringement against us and Spotfire Inc. in the United States District Court for the Northern District of California, Case No. 3:11-cv-06638-RS. The complaint alleges that TIBCO directly, indirectly, and willfully infringes U.S. Patent No. 7,167,864 B1 based on "Spotfire Analytics and other products." Vasudevan further alleges in its infringement contentions that the accused products "include at least the TIBCO Spotfire Platform (e.g., TIBCO Spotfire Professional, TIBCO Spotfire Server, TIBCO Spotfire Web Player, TIBCO Spotfire Enterprise Player, TIBCO Spotfire for the Apple iPad, TIBCO Spotfire Application Data Services, TIBCO Spotfire Developer, TIBCO Spotfire Metrics, TIBCO Spotfire Network Analytics, TIBCO Spotfire Operations Analytics Bundle, and TIBCO Silver Spotfire) at least versions 4.0 to 2.1, as well as any TIBCO products and services that utilize the TIBCO Spotfire Platform." Vasudevan amended its complaint on March 6, 2012, but continues to accuse the same products of infringement. On May 18, 2012, the Court granted our motion to dismiss Vasudevan's indirect and willful infringement claims. Vasudevan filed a second amended complaint on July 24, 2012, adding a claim for inducement of infringement for alleged acts of indirect infringement occurring after the filing of the original complaint. On September 19, 2012, the Court issued a claim construction order. Fact discovery closed on February 15, 2013. Expert discovery closed on June 7, 2013.

On May 30, 2013, the Court heard oral argument regarding our motion for summary judgment of invalidity of U.S. Patent No. 7,167,864 for lack of written description and enablement. The Court scheduled a further hearing on August 28, 2013 for any additional summary judgment or pretrial motions filed by July 18, 2013.

Vasudevan seeks injunctive relief and damages in the amount of a "royalty rate of 8% [applied] to the software license, maintenance, and services revenue generated by us (and Spotfire) from U.S. sales of the accused products since January 23, 2007." A jury trial is scheduled to begin January 27, 2014. 

We intend to defend the action vigorously. While we believe that we have valid defenses to Vasudevan's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, results of operations, cash position or cash flow could be negatively affected by an unfavorable resolution of this action. We cannot currently estimate a reasonably possible range of loss for this action.

XML

COMMITMENTS AND CONTINGENCIES - Summary of Contractual Commitments (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013
Commitments:
Debt principal, Total	$ 600,000
Debt principal, Remainder of 2013	0
Debt principal, 2014	0
Debt principal, 2014	0
Debt principal, 2016	0
Debt principal, 2017	600,000
Debt principal, Thereafter	0
Debt interest, Total	54,000
Debt interest, Remainder of 2013	6,750
Debt interest, 2014	13,500
Debt interest, 2015	13,500
Debt interest, 2016	13,500
Debt interest, 2017	6,750
Debt interest, Thereafter	0
Operating leases, Total	49,398	[1]
Operating leases, Remainder of 2013	5,150	[1]
Operating leases, 2014	12,078	[1]
Operating leases, 2015	8,993	[1]
Operating leases, 2016	7,853	[1]
Operating leases, 2017	5,964	[1]
Operating leases, Thereafter	9,360	[1]
Total commitments, Total	703,398
Total commitments, Remainder of 2013	11,900
Total commitments, 2014	25,578
Total commitments, 2015	22,493
Total commitments, 2016	21,353
Total commitments, 2017	612,714
Total commitments, Thereafter	$ 9,360

[1] Operating leases included future minimum rent payments, net of estimated sublease income, for facilities that we have vacated pursuant to our restructuring activities, as discussed in Note 7.

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Revenue:
License	$ 82,266	$ 92,581	$ 160,529	$ 174,896
Service and maintenance	163,580	154,782	323,107	298,169
Total revenue	245,846	247,363	483,636	473,065
Cost of revenue:
License	11,108	9,401	22,369	18,441
Service and maintenance	62,863	59,486	125,239	116,536
Total cost of revenue	73,971	68,887	147,608	134,977
Gross profit	171,875	178,476	336,028	338,088
Operating expenses:
Research and development	42,575	38,605	84,200	75,926
Sales and marketing	85,224	78,923	165,313	154,641
General and administrative	17,924	17,407	36,849	35,002
Amortization of acquired intangible assets	4,713	5,653	9,034	10,201
Acquisition related and other	568	929	895	1,325
Restructuring adjustments	(22)	(400)	(15)	(519)
Total operating expenses	150,982	141,117	296,276	276,576
Income from operations	20,893	37,359	39,752	61,512
Interest income	225	221	423	476
Interest expense	(8,663)	(4,395)	(17,445)	(5,860)
Other income (expense), net	(569)	572	(1,411)	1,548
Income before provision for income taxes and noncontrolling interest	11,886	33,757	21,319	57,676
Provision for income taxes	3,100	7,200	3,000	10,500
Net income	8,786	26,557	18,319	47,176
Less: Net income attributable to noncontrolling interest	71	65	99	43
Net income attributable to TIBCO Software Inc.	$ 8,715	$ 26,492	$ 18,220	$ 47,133
Net income per share attributable to TIBCO Software Inc.:
Basic (usd per share)	$ 0.05	$ 0.17	$ 0.11	$ 0.29
Diluted (usd per share)	$ 0.05	$ 0.16	$ 0.11	$ 0.28
Shares used to compute net income per share attributable to TIBCO Software Inc.:
Basic (in shares)	160,877	160,437	161,199	160,949
Diluted (in shares)	167,507	169,477	168,320	170,173

XML

INVESTMENTS

6 Months Ended

May 31, 2013

Investments [Abstract]

INVESTMENTS

INVESTMENTS

Short-term investments and cash equivalents, which are classified as available-for-sale, are summarized below as of May 31, 2013 and November 30, 2012 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Aggregate Fair Value
As of May 31, 2013
Money market funds	$	335,999	$	—	$	—		$	335,999
Corporate bonds and commercial paper	53,884		64		(19		)	53,929
U.S. Government debt and agency securities	9,575		3		—			9,578
Term deposits	558		—		—			558
Mortgage-backed securities	201		134		(57		)	278
	$	400,217	$	201	$	(76	)	$	400,342
As of November 30, 2012
Money market funds	$	376,480	$	—	$	—		$	376,480
Corporate bonds and commercial paper	24,558		9		(9		)	24,558
U.S. Government debt and agency securities	9,646		—		(1		)	9,645
Term deposits	595		—		—			595
Mortgage-backed securities	182		78		(52		)	208
	$	411,461	$	87	$	(62	)	$	411,486

Fixed income securities included in short-term investments above are summarized by their contractual maturities as follows (in thousands):

	May 31, 2013		November 30, 2012
Contractual maturities:
Less than one year	$	28,831	$	22,733
One to three years	34,954		11,678
	$	63,785	$	34,411

Realized and unrealized gains and losses on our investments were primarily due to changes in interest rates and market and credit conditions of the underlying securities and were insignificant for any period presented.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

May 31, 2013

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an update to the accounting standards that requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. We adopted this guidance in the first quarter of fiscal year 2013 by presenting separate Condensed Consolidated Statements of Comprehensive Income.

In February 2013, the FASB issued an update to the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The guidance is effective for us in our first quarter of fiscal year 2014 with earlier adoption permitted, which should be applied prospectively. We are currently evaluating the potential impact, if any, of the adoption of the guidance on our consolidated results of operations and financial condition.

XML

STOCK-BASED COMPENSATION - Summary of Additional Information Pertaining to Stock-Based Compensation from Stock Options and Stock Awards (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Stock options:
Weighted-average grant-date fair value (usd per share)	$ 7.73	$ 11.60
Options granted (in shares)	18	1
Options exercised (in shares)	(524)	(629)
Total intrinsic value of stock options exercised	$ 6,798	$ 14,605
Total unrecognized compensation expense at period-end	9,080	22,927	9,080	22,927
Stock awards:
Weighted-average grant-date fair value (usd per share)	$ 21.86	$ 32.37
Stock awards granted (in shares)	1,428	179
Stock awards vested (in shares)	(917)	(1,241)
Total unrecognized compensation expense at period-end	116,882	85,540	116,882	85,540
Stock options
Stock options:
Weighted-average grant-date fair value (usd per share)			$ 7.73	$ 9.83
Options granted (in shares)			18	173
Options exercised (in shares)			(988)	(1,673)
Total intrinsic value of stock options exercised			14,054	31,864
Total unrecognized compensation expense at period-end	9,080	22,927	9,080	22,927
Weighted-average remaining recognition period at period-end	1 year 8 months 40 days	2 years 4 months 30 days	1 year 8 months 40 days	2 years 4 months 30 days
Stock awards
Stock options:
Weighted-average remaining recognition period at period-end	2 years 0 months 40 days	2 years 0 months 6 days	2 years 0 months 40 days	2 years 0 months 6 days
Stock awards:
Weighted-average grant-date fair value (usd per share)			$ 22.17	$ 29.99
Stock awards granted (in shares)			2,747	964
Stock awards vested (in shares)			(1,474)	(1,688)
Total unrecognized compensation expense at period-end	$ 116,882	$ 84,540	$ 116,882	$ 84,540

XML

STOCK-BASED COMPENSATION

6 Months Ended

May 31, 2013

Share-based Compensation [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

Stock-based compensation cost for the three months ended May 31, 2013 and 2012 was $14.9 million and $14.4 million, respectively. Stock-based compensation cost for the six months ended May 31, 2013 and 2012 was $31.3 million and $29.7 million, respectively. The deferred tax benefit from stock-based compensation expenses for the three months ended May 31, 2013 and 2012 was $4.3 million and $4.8 million, respectively. The deferred tax benefit from stock-based compensation expenses for the six months ended May 31, 2013 and 2012 was $9.4 million and $9.9 million, respectively.

The following table summarizes additional information pertaining to our stock-based compensation from stock options and stock awards which are comprised of restricted stock, restricted stock units and performance-based restricted stock units (in thousands, except grant-date fair value and recognition period):

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Stock options:
Weighted-average grant-date fair value	$	7.73		$	11.60		$	7.73		$	9.83
Options granted	18			1			18			173
Options exercised	(524		)	(629		)	(988		)	(1,673		)
Total intrinsic value of stock options exercised	$	6,798		$	14,605		$	14,054		$	31,864
Total unrecognized compensation expense at period-end	$	9,080		$	22,927		$	9,080		$	22,927
Weighted-average remaining recognition period at period-end	1.8 years			2.4 years			1.8 years			2.4 years
Stock awards:
Weighted-average grant-date fair value	$	21.86		$	32.37		$	22.17		$	29.99
Stock awards granted	1,428			179			2,747			964
Stock awards vested	(917		)	(1,241		)	(1,474		)	(1,688		)
Total unrecognized compensation expense at period-end	$	116,882		$	85,540		$	116,882		$	84,540
Weighted-average remaining recognition period at period-end	2.1 years			2.0 years			2.1 years			2.0 years

XML

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Carrying Values of Amortized Acquired Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 369,169	$ 367,091
Accumulated Amortization	(258,827)	(243,830)
Net Carrying Amount	110,342	123,261
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	184,496	182,152
Accumulated Amortization	(126,340)	(118,992)
Net Carrying Amount	58,156	63,160
Maintenance agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	83,215	83,762
Accumulated Amortization	(52,790)	(48,481)
Net Carrying Amount	30,425	35,281
Customer base
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	60,569	59,525
Accumulated Amortization	(46,117)	(43,328)
Net Carrying Amount	14,452	16,197
Patents/core technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	27,726	28,295
Accumulated Amortization	(24,393)	(24,198)
Net Carrying Amount	3,333	4,097
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	12,583	12,777
Accumulated Amortization	(8,607)	(8,251)
Net Carrying Amount	3,976	4,526
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	580	580
Accumulated Amortization	(580)	(580)
Net Carrying Amount	$ 0	$ 0

XML

PROVISION FOR INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	May 31, 2013	Feb. 28, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Income Taxes [Line Items]
Effective tax rate	26.00%		21.00%	14.00%	18.00%
Income tax reconciliation, reconciling items		$ 1.4
Tax expense to adjust taxes provided for the prior year	1.8	1.8
Reinstatement of tax credits for research		3.3
Tax benefit primarily related to expiration of statute of limitation		1.8
Forecasted annual tax rate				14.00%	16.00%
Increase in gross unrecognized tax benefits	3.6
Gross unrecognized tax benefits	61.2			61.2
Amount of unrecognized tax benefit that would benefit tax expense if realized	43.7			43.7
State
Income Taxes [Line Items]
Research and development credit carryforward				13.5
Operating loss carryforwards	$ 6.2			$ 6.2

XML

BUSINESS COMBINATIONS - Identifiable Intangible Assets, LogLogic (Details) (LogLogic, Inc, USD $) In Thousands, unless otherwise specified	0 Months Ended
	Apr. 10, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets	$ 61,200
Weighted average amortization period	6 years 5 months
Existing Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets	32,800
Weighted average amortization period	6 years
Customer contracts
Acquired Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets	3,200
Weighted average amortization period	6 years
Maintenance agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets	22,300
Weighted average amortization period	7 years
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets	$ 2,900
Weighted average amortization period	7 years

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

May 31, 2013

Fair Value Measurements And Derivative Instruments [Abstract]

Fair Value Hierarchy of Cash Equivalents, Marketable Securities and Foreign Currency Contracts

The fair value hierarchy of our cash equivalents, short-term investments and foreign currency contracts is as follows (in thousands):

			Fair Value Measurements at Reporting Date using
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant other Observable Inputs (Level 2)
As of May 31, 2013
Assets:
Money market funds	$	335,999	$	335,999	$	—
Corporate bonds and commercial paper	53,929		—		53,929
U.S. Government debt and agency securities	9,578		—		9,578
Term deposits	558		—		558
Mortgage-backed securities	278		—		278
Foreign currency forward contracts	2,508		—		2,508
Liabilities:
Foreign currency forward contracts	$	175	$	—	$	175
As of November 30, 2012
Assets:
Money market funds	$	376,480	$	376,480	$	—
Corporate bonds and commercial paper	24,558		—		24,558
U.S. Government debt and agency securities	9,645		—		9,645
Term deposits	595		—		595
Mortgage-backed securities	208		—		208
Foreign currency forward contracts	101		—		101
Liabilities:
Foreign currency forward contracts	$	130	$	—	$	130

Forward Contracts Outstanding

We had the following forward contracts outstanding as of May 31, 2013 (in thousands):

	Notional Value Local  Currency	Notional Value USD		Fair Value Gain (Loss) USD
Forward contracts sold:
Australian dollar	8,300	$	8,406	$	460
Brazilian real	1,200	593		34
British pound	7,800	11,980		137
Euro	55,700	73,463		1,280
Japanese yen	461,000	4,638		59
Korean won	570,000	518		14
Polish zloty	1,700	537		21
Singapore dollar	1,000	811		22
South African rand	37,000	4,082		409
New Taiwan dollar	31,000	1,048		12
Forward contracts bought:
Australian dollar	2,000	1,920		(5		)
Brazilian real	1,200	562		(2		)
British pound	2,000	3,036		—
Euro	15,000	19,475		(37		)
Hong Kong dollar	10,000	1,289		—
Korean won	570,000	505		(1		)
Singapore dollar	2,000	1,581		(2		)
Swiss franc	1,800	1,908		(30		)
				$	2,371

	Notional Value Local  Currency	Notional Value EURO		Fair Value Gain (Loss) USD
Forward contracts bought:
British pound	1,700	€	2,007	$	(25	)
Swedish krona	28,000	3,276		(34		)
United States dollar	1,300	985		21
				$	(38	)

Foreign Currency Forward Contracts Not Designated as Hedging Instruments

	Derivatives not Designated as Hedging Instruments
	May 31, 2013		November 30, 2012
Foreign currency forward contracts, fair value included in:
Other Current Assets	$	2,508	$	101
Accrued Liabilities	175		130

Gain or (Loss) Recognized in Income on Derivatives

		Amount of Gain or (Loss) Recognized In Income on Derivative
		Three Months Ended May 31,						Six Months Ended May 31,
Derivatives not Designated as Hedging Instruments	Location	2013			2012			2013			2012
Foreign Currency Contracts	Other income/(exp.)	$	(2,909	)	$	(438	)	$	(86	)	$	(1,795	)

XML

INVESTMENTS (Tables)

6 Months Ended

May 31, 2013

Investments [Abstract]

Summary of Marketable Securities which are Classified as Available-for-Sale

Short-term investments and cash equivalents, which are classified as available-for-sale, are summarized below as of May 31, 2013 and November 30, 2012 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Aggregate Fair Value
As of May 31, 2013
Money market funds	$	335,999	$	—	$	—		$	335,999
Corporate bonds and commercial paper	53,884		64		(19		)	53,929
U.S. Government debt and agency securities	9,575		3		—			9,578
Term deposits	558		—		—			558
Mortgage-backed securities	201		134		(57		)	278
	$	400,217	$	201	$	(76	)	$	400,342
As of November 30, 2012
Money market funds	$	376,480	$	—	$	—		$	376,480
Corporate bonds and commercial paper	24,558		9		(9		)	24,558
U.S. Government debt and agency securities	9,646		—		(1		)	9,645
Term deposits	595		—		—			595
Mortgage-backed securities	182		78		(52		)	208
	$	411,461	$	87	$	(62	)	$	411,486

Investments Classified by Contractual Maturity Date

Fixed income securities included in short-term investments above are summarized by their contractual maturities as follows (in thousands):

	May 31, 2013		November 30, 2012
Contractual maturities:
Less than one year	$	28,831	$	22,733
One to three years	34,954		11,678
	$	63,785	$	34,411

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS - Gain or (Loss) Recognized in Income on Derivatives (Details) (Not Designated as Hedging Instrument, Foreign Currency Contracts, Other Income/(Expense), USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Not Designated as Hedging Instrument | Foreign Currency Contracts | Other Income/(Expense)
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized In Income on Derivative	$ (2,909)	$ (438)	$ (86)	$ (1,795)

XML

BUSINESS COMBINATIONS - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			0 Months Ended
	May 31, 2013	Feb. 28, 2013	Mar. 25, 2013 Maporama Solutions	Apr. 10, 2012 LogLogic, Inc
Business Acquisition [Line Items]
Acquisitions, net of cash acquired				$ 131.6
Goodwill, purchase accounting adjustments	0.4	2.3
Acquisition related expenses			$ 0.3	$ 0.7

XML

INVESTMENTS - Summary of Marketable Securities which are Classified as Available-for-Sale (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 400,217	$ 411,461
Gross Unrealized Gains	201	87
Gross Unrealized Losses	(76)	(62)
Aggregate Fair Value	400,342	411,486
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	335,999	376,480
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Aggregate Fair Value	335,999	376,480
Corporate bonds and commercial paper
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	53,884	24,558
Gross Unrealized Gains	64	9
Gross Unrealized Losses	(19)	(9)
Aggregate Fair Value	53,929	24,558
U.S. Government debt and agency securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	9,575	9,646
Gross Unrealized Gains	3	0
Gross Unrealized Losses	0	(1)
Aggregate Fair Value	9,578	9,645
Term deposits
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	558	595
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Aggregate Fair Value	558	595
Mortgage-backed securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	201	182
Gross Unrealized Gains	134	78
Gross Unrealized Losses	(57)	(52)
Aggregate Fair Value	$ 278	$ 208

XML

ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 31, 2013
Restructuring Reserve [Roll Forward]
As of November 30, 2012	$ 1,536
Restructuring adjustments	(15)
Cash utilized	(529)
As of May 31, 2013	992
Accrued Facilities Restructuring
Restructuring Reserve [Roll Forward]
As of November 30, 2012	1,331
Restructuring adjustments	190
Cash utilized	(529)
As of May 31, 2013	992
Accrued Severance and Other
Restructuring Reserve [Roll Forward]
As of November 30, 2012	205
Restructuring adjustments	(205)
Cash utilized	0
As of May 31, 2013	$ 0

XML

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

May 31, 2013

Share-based Compensation [Abstract]

Summary of Additional Information Pertaining to Stock-Based Compensation from Stock Options and Stock Awards

The following table summarizes additional information pertaining to our stock-based compensation from stock options and stock awards which are comprised of restricted stock, restricted stock units and performance-based restricted stock units (in thousands, except grant-date fair value and recognition period):

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Stock options:
Weighted-average grant-date fair value	$	7.73		$	11.60		$	7.73		$	9.83
Options granted	18			1			18			173
Options exercised	(524		)	(629		)	(988		)	(1,673		)
Total intrinsic value of stock options exercised	$	6,798		$	14,605		$	14,054		$	31,864
Total unrecognized compensation expense at period-end	$	9,080		$	22,927		$	9,080		$	22,927
Weighted-average remaining recognition period at period-end	1.8 years			2.4 years			1.8 years			2.4 years
Stock awards:
Weighted-average grant-date fair value	$	21.86		$	32.37		$	22.17		$	29.99
Stock awards granted	1,428			179			2,747			964
Stock awards vested	(917		)	(1,241		)	(1,474		)	(1,688		)
Total unrecognized compensation expense at period-end	$	116,882		$	85,540		$	116,882		$	84,540
Weighted-average remaining recognition period at period-end	2.1 years			2.0 years			2.1 years			2.0 years

XML

SUBSEQUENT EVENT Subsequent Events (Details) (Subsequent Event, USD $)		1 Months Ended
	Jun. 03, 2013 StreamBase Systems	Jun. 30, 2013 Minimum	Jun. 30, 2013 Maximum
Subsequent Event [Line Items]
Total purchase price	$ 52,000,000
Estimated restructuring costs		$ 8,000,000	$ 10,000,000

XML

STOCK REPURCHASE PROGRAMS (Details) (USD $) Share data in Millions, unless otherwise specified	6 Months Ended			0 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013 Retained Earnings	Apr. 26, 2013 April 2013 Plan	Apr. 26, 2013 March 2012 Plan
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount				$ 300,000,000	$ 300,000,000
Stock repurchase program remaining authorized repurchase amount, cancelled					75,800,000
Shares repurchased (in shares)	4.0
Payments classification for shares repurchased	81,208,000	188,508,000
Stock repurchased and retired			$ 59,200,000

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS - Fair Value Hierarchy of Cash Equivalents, Marketable Securities and Foreign Currency Contracts (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts, assets	$ 2,508	$ 101
Foreign currency forward contracts, liabilities	175	130
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts, assets	2,508	101
Foreign currency forward contracts, liabilities	175	130
Money market funds | Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	335,999	376,480
Money market funds | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	335,999	376,480
Corporate bonds and commercial paper | Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	53,929	24,558
Corporate bonds and commercial paper | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	53,929	24,558
U.S. Government debt and agency securities | Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	9,578	9,645
U.S. Government debt and agency securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	9,578	9,645
Term deposits | Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	558	595
Term deposits | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	558	595
Mortgage-backed securities | Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	278	208
Mortgage-backed securities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale securities	$ 278	$ 208

XML

BUSINESS COMBINATIONS (Tables)

6 Months Ended

May 31, 2013

Business Combinations [Abstract]

Preliminary Purchase Price Allocation of Business Acquisitions

The allocation of the purchase price for the LogLogic acquisition is as follows (in thousands):

Cash	$	5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Identifiable intangible assets	61,200
Goodwill	71,541
Liabilities	(7,006		)
Deferred Revenue	(7,297		)
Deferred income tax asset, net	4,010
Total purchase price	$	134,349

The allocation of the purchase price for the Maporama acquisition is as follows (in thousands):

Cash	$	396
Other assets	302
Identifiable intangible assets	4,900
Goodwill	7,050
Liabilities	(4,160		)
Deferred Revenue	(351		)
Deferred income tax liabilities, net	(1,200		)
Total purchase price	$	6,937

Identifiable Intangible Assets

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	32,800	6.0 years
Customer contracts	3,200		6.0 years
Maintenance agreements	22,300		7.0 years
Trademarks	2,900		7.0 years
	$	61,200	6.4 years

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	3,600	5.0 years
Customer contracts	1,300		5.0 years
	$	4,900	5.0 years

Unaudited Pro Forma Adjusted Summary

The following unaudited pro forma adjusted summary assumes LogLogic had been acquired at the beginning of fiscal year 2012 (in thousands, except per share data):

	Three Months Ended May 31,		Six Months Ended May 31,
	2012		2012
Pro forma adjusted total revenue	$	250,334	$	485,870
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	24,939	$	42,035
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.16	$	0.26
Diluted	$	0.15	$	0.25

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 31, 2013	May 31, 2012
Operating activities:
Net income	$ 18,319	$ 47,176
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	7,839	7,050
Amortization of acquired intangible assets	17,377	17,365
Amortization of debt discount and transaction costs	9,460	2,210
Stock-based compensation	31,335	29,718
Deferred income tax	(15,007)	(9,281)
Tax benefits related to stock benefit plans	5,278	9,406
Excess tax benefits from stock-based compensation	(7,139)	(16,484)
Other non-cash adjustments, net	506	531
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	43,573	16,751
Prepaid expenses and other assets	(2,633)	4,290
Accounts payable	10,698	(981)
Accrued liabilities and restructuring costs	(17,264)	(20,373)
Deferred revenue	(14,264)	29,563
Net cash provided by operating activities	88,078	116,941
Investing activities:
Purchases of short-term investments	(38,261)	0
Maturities and sales of short-term investments	8,829	0
Acquisition, net of cash acquired	(4,261)	(131,611)
Purchases of property and equipment	(5,768)	(11,224)
Restricted cash pledged as security	(668)	(1,149)
Other investing activities, net	288	414
Net cash used in investing activities	(39,841)	(143,570)
Financing activities:
Proceeds from issuance of convertible debt, net	0	584,450
Proceeds from revolving credit facility, net	0	116,648
Principal payments on debt	(35,711)	(151,182)
Proceeds from issuance of common stock	9,255	17,298
Repurchases of the Company’s common stock	(81,208)	(188,508)
Withholding taxes related to restricted stock net share settlement	(9,899)	(15,116)
Excess tax benefits from stock-based compensation	7,139	16,484
Net cash provided by (used in) financing activities	(110,424)	380,074
Effect of foreign exchange rate changes on cash and cash equivalents	(2,353)	(14,489)
Net increase (decrease) in cash and cash equivalents	(64,540)	338,956
Cash and cash equivalents at beginning of period	727,309	308,148
Cash and cash equivalents at end of period	662,769	647,104
Supplemental disclosures:
Interest paid	7,475	2,027
Income taxes paid	$ 10,767	$ 1,268

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

May 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies and recent accounting pronouncements were described in Note 2 to our Consolidated Financial Statements included in our 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012. There have been no significant changes in our accounting policies since November 30, 2012 other than as presented below.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an update to the accounting standards that requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. We adopted this guidance in the first quarter of fiscal year 2013 by presenting separate Condensed Consolidated Statements of Comprehensive Income.

In February 2013, the FASB issued an update to the reporting of reclassifications out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. The guidance is effective for us in our first quarter of fiscal year 2014 with earlier adoption permitted, which should be applied prospectively. We are currently evaluating the potential impact, if any, of the adoption of the guidance on our consolidated results of operations and financial condition.

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

6 Months Ended

May 31, 2013

Fair Value Measurements And Derivative Instruments [Abstract]

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

Fair Value Measurements

FASB guidance for fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value, including our marketable securities and foreign currency contracts.

Our cash equivalents and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of instruments valued based on quoted market prices in active markets include money market securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.

The types of instruments valued based on other observable inputs include U.S. government and agency securities, sovereign government obligations, investment-grade corporate bonds, mortgage-backed and asset-backed securities, term deposits and state, municipal and provincial obligations. Such instruments are generally classified within Level 2 of the fair value hierarchy.

We execute our foreign currency contracts primarily in the retail market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large multi-national and regional banks. Our foreign currency contracts valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy. There were no transfers between Level 1, Level 2 and Level 3 during the six months ended May 31, 2013.

The fair value hierarchy of our cash equivalents, short-term investments and foreign currency contracts is as follows (in thousands):

			Fair Value Measurements at Reporting Date using
Description	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant other Observable Inputs (Level 2)
As of May 31, 2013
Assets:
Money market funds	$	335,999	$	335,999	$	—
Corporate bonds and commercial paper	53,929		—		53,929
U.S. Government debt and agency securities	9,578		—		9,578
Term deposits	558		—		558
Mortgage-backed securities	278		—		278
Foreign currency forward contracts	2,508		—		2,508
Liabilities:
Foreign currency forward contracts	$	175	$	—	$	175
As of November 30, 2012
Assets:
Money market funds	$	376,480	$	376,480	$	—
Corporate bonds and commercial paper	24,558		—		24,558
U.S. Government debt and agency securities	9,645		—		9,645
Term deposits	595		—		595
Mortgage-backed securities	208		—		208
Foreign currency forward contracts	101		—		101
Liabilities:
Foreign currency forward contracts	$	130	$	—	$	130

Derivative Instruments

We conduct business in the Americas; Europe, the Middle East and Africa (“EMEA”); and Asia Pacific and Japan (“APJ”). As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or changes in economic conditions in foreign markets. The U.S. dollar is our major transaction currency; we also transact business in approximately 25 foreign currencies worldwide, of which the most significant to our operations is the Euro. We enter into forward contracts with financial institutions to manage our currency exposure related to net assets and liabilities denominated in foreign currencies, and these forward contracts are generally settled monthly. Our forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements. Gains and losses on forward contracts are included in Other Income (Expense) in our Condensed Consolidated Statements of Operations.

We had the following forward contracts outstanding as of May 31, 2013 (in thousands):

	Notional Value Local  Currency	Notional Value USD		Fair Value Gain (Loss) USD
Forward contracts sold:
Australian dollar	8,300	$	8,406	$	460
Brazilian real	1,200	593		34
British pound	7,800	11,980		137
Euro	55,700	73,463		1,280
Japanese yen	461,000	4,638		59
Korean won	570,000	518		14
Polish zloty	1,700	537		21
Singapore dollar	1,000	811		22
South African rand	37,000	4,082		409
New Taiwan dollar	31,000	1,048		12
Forward contracts bought:
Australian dollar	2,000	1,920		(5		)
Brazilian real	1,200	562		(2		)
British pound	2,000	3,036		—
Euro	15,000	19,475		(37		)
Hong Kong dollar	10,000	1,289		—
Korean won	570,000	505		(1		)
Singapore dollar	2,000	1,581		(2		)
Swiss franc	1,800	1,908		(30		)
				$	2,371

	Notional Value Local  Currency	Notional Value EURO		Fair Value Gain (Loss) USD
Forward contracts bought:
British pound	1,700	€	2,007	$	(25	)
Swedish krona	28,000	3,276		(34		)
United States dollar	1,300	985		21
				$	(38	)

	Derivatives not Designated as Hedging Instruments
	May 31, 2013		November 30, 2012
Foreign currency forward contracts, fair value included in:
Other Current Assets	$	2,508	$	101
Accrued Liabilities	175		130

		Amount of Gain or (Loss) Recognized In Income on Derivative
		Three Months Ended May 31,						Six Months Ended May 31,
Derivatives not Designated as Hedging Instruments	Location	2013			2012			2013			2012
Foreign Currency Contracts	Other income/(exp.)	$	(2,909	)	$	(438	)	$	(86	)	$	(1,795	)

XML

BUSINESS COMBINATIONS

6 Months Ended

May 31, 2013

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

While we use our best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. We record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.

The total purchase price allocated to the tangible assets acquired is assigned based on the fair values as of the date of the acquisition. The fair value assigned to identifiable intangible assets acquired is determined using the income approach which discounts expected future cash flows to present value using estimated assumptions determined by management. We believe that these identified intangible assets will have no residual value after their estimated economic useful lives. The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill and primarily reflects the value of the synergies expected to be generated from combining our and the acquired entities’ technology and operations. Generally none of the goodwill recorded in connection with the acquisitions is deductible for income tax purposes.

Acquisition of Maporama Solutions

On March 25, 2013, we acquired Maporama Solutions (“Maporama”), a private company based in Paris, France and organized under the laws of France. Maporama is a provider of location intelligence and geospatial analytics solutions. We have incurred $0.3 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Maporama.

The allocation of the purchase price for the Maporama acquisition is as follows (in thousands):

Cash	$	396
Other assets	302
Identifiable intangible assets	4,900
Goodwill	7,050
Liabilities	(4,160		)
Deferred Revenue	(351		)
Deferred income tax liabilities, net	(1,200		)
Total purchase price	$	6,937

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	3,600	5.0 years
Customer contracts	1,300		5.0 years
	$	4,900	5.0 years

Acquisition of LogLogic, Inc.

On April 10, 2012, we acquired LogLogic, Inc. (“LogLogic”), a private company based in San Jose, California and incorporated in Delaware. LogLogic is a provider of scalable log and security management platforms. We paid $131.6 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of LogLogic. In the first quarter of fiscal year 2013, we recorded a decrease in goodwill of $2.3 million as a result of a purchase price adjustment. In the second quarter of fiscal year 2013, we recorded an increase in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.7 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of LogLogic.

The allocation of the purchase price for the LogLogic acquisition is as follows (in thousands):

Cash	$	5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Identifiable intangible assets	61,200
Goodwill	71,541
Liabilities	(7,006		)
Deferred Revenue	(7,297		)
Deferred income tax asset, net	4,010
Total purchase price	$	134,349

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	32,800	6.0 years
Customer contracts	3,200		6.0 years
Maintenance agreements	22,300		7.0 years
Trademarks	2,900		7.0 years
	$	61,200	6.4 years

Pro Forma Adjusted Summary

The results of operations of Maporama and LogLogic have been included in the Consolidated Financial Statements subsequent to the acquisition dates. The following unaudited pro forma adjusted summary assumes LogLogic had been acquired at the beginning of fiscal year 2012 (in thousands, except per share data):

	Three Months Ended May 31,		Six Months Ended May 31,
	2012		2012
Pro forma adjusted total revenue	$	250,334	$	485,870
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	24,939	$	42,035
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.16	$	0.26
Diluted	$	0.15	$	0.25

The pro forma results presented include amortization charges for acquired intangible assets, adjustments for incremental compensation expense related to the post-combination service arrangements entered into with the continuing employees and related tax effects. The pro forma adjusted summary combines the historical results for TIBCO for those periods with the historical results for LogLogic for the same periods. For pro forma adjusted summary purposes, the financial impact of Maporama was not included as it was not significant. The summary is presented for informational purposes only and is not intended to be indicative of future results of operations or whether similar results would have been achieved if the acquisition had taken place at the beginning of fiscal year 2012.

XML

INVESTMENTS - Summary of Contractual Maturities of Fixed Income Securities Included in Short-Term Investments (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Schedule of Available-for-sale Securities [Line Items]
Short-term investments	$ 63,785	$ 34,411
Short-term Investments
Schedule of Available-for-sale Securities [Line Items]
Contractual maturities, less than one year	28,831	22,733
Contractual maturities, one to three years	$ 34,954	$ 11,678

XML

GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Tables)

6 Months Ended

May 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Change in Carrying Value of Goodwill

The change in the carrying value of goodwill for the six months ended May 31, 2013 is as follows (in thousands):

Balance as of November 30, 2012	$	532,290
Goodwill recorded for the Maporama acquisition	7,050
Post-acquisition goodwill adjustment for the LogLogic acquisition	(1,920		)
Foreign currency translation	(8,404		)
Balance as of May 31, 2013	$	529,016

Carrying Values of Amortized Acquired Intangible Assets

The carrying values of our amortized acquired intangible assets as of May 31, 2013 and November 30, 2012 are as follows (in thousands):

	May 31, 2013							November 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technologies	$	184,496	$	(126,340	)	$	58,156	$	182,152	$	(118,992	)	$	63,160
Maintenance agreements	83,215		(52,790		)	30,425		83,762		(48,481		)	35,281
Customer base	60,569		(46,117		)	14,452		59,525		(43,328		)	16,197
Patents/core technologies	27,726		(24,393		)	3,333		28,295		(24,198		)	4,097
Trademarks	12,583		(8,607		)	3,976		12,777		(8,251		)	4,526
Non-compete agreements	580		(580		)	—		580		(580		)	—
Total intangible assets	$	369,169	$	(258,827	)	$	110,342	$	367,091	$	(243,830	)	$	123,261

XML

NET INCOME PER SHARE (Tables)

6 Months Ended

May 31, 2013

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share data):

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Net income attributable to TIBCO Software Inc.	$	8,715	$	26,492	$	18,220	$	47,133
Weighted-average shares of common stock used to compute basic net income per share	160,877		160,437		161,199		160,949
Effect of dilutive common stock equivalents:
Stock options	4,709		7,140		4,911		7,224
Stock awards	1,921		1,879		2,203		1,989
Employee stock purchase program	—		21		7		11
Weighted-average shares of common stock used to compute diluted net income per share	167,507		169,477		168,320		170,173
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.05	$	0.17	$	0.11	$	0.29
Diluted	$	0.05	$	0.16	$	0.11	$	0.28

Anit-Dilutive Effect of Shares Not Included in Computation of Diluted Net Income Per Share

The following potential common stock equivalents are not included in the diluted net income per share calculation above because their effect was anti-dilutive for the periods indicated (in thousands):

	Three Months Ended May 31,		Six Months Ended May 31,
	2013	2012	2013	2012
Stock options	1,762	1,612	1,815	1,762
Stock awards	556	17	1,123	20
Convertible senior notes	11,865	5,346	11,865	2,615
Total anti-diluted common stock equivalents	14,183	6,975	14,803	4,397

XML

BUSINESS COMBINATIONS - Preliminary Allocation of Purchase Price for LogLogic Acquisition (Details) (LogLogic, Inc, USD $) In Thousands, unless otherwise specified	Apr. 10, 2012
LogLogic, Inc
Business Acquisition [Line Items]
Cash	$ 5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Identifiable intangible assets	61,200
Goodwill	71,541
Liabilities	(7,006)
Deferred Revenue	(7,297)
Deferred income tax asset, net	4,010
Total purchase price	$ 134,349

XML

STOCK-BASED COMPENSATION - Narrative (Details) (USD $)	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Share-based Compensation [Abstract]
Stock-based compensation	$ 14,900,000	$ 14,400,000	$ 31,335,000	$ 29,718,000
Deferred tax benefit on stock-based compensation expenses	$ 4,300,000	$ 4,800,000	$ 9,400,000	$ 9,900,000

XML

DEBT AND CREDIT FACILITIES (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended				1 Months Ended				6 Months Ended
	May 31, 2013	Nov. 30, 2012	May 31, 2013 Minimum	May 31, 2013 Maximum	Jun. 30, 2003 Mortgage Note	May 01, 2013 Mortgage Note	Nov. 30, 2012 Mortgage Note	May 31, 2007 Mortgage Note	May 31, 2013 Cash Borrowings	Dec. 31, 2011 Cash Borrowings	May 31, 2013 Swing Line Loans	May 31, 2012 Letters of Credit	May 31, 2012 Additional Borrowings For Letters Of Credit Or Cash	May 31, 2013 Revolving Line Of Credit	Dec. 31, 2011 Cash Borrowing And Letter Of Credit	May 31, 2013 Letter Of Credit One	May 31, 2013 Letter Of Credit Two	May 31, 2013 Guarantee Credit Line	Nov. 30, 2012 Guarantee Credit Line
Line of Credit Facility [Line Items]
Mortgage note payable					$ 54.0
Mortgage note payable, amortization period					20 years
Debt instrument, fixed annual interest rate								5.50%
Debt principal balance						34.7	35.7
Unsecured revolving credit facility maturity date									Dec. 19, 2016
Revolving credit facility capacity										250.0	10.0	50.0		20.0	10.0
Lines of credit facility maximum borrowings capacity increase													100.0
Lines of credit facility potential maximum borrowings capacity													350.0
Basis spread on variable rate			0.25%	1.25%
Spread over LIBOR			1.25%	2.25%
Base rate spread over federal fund rate	0.50%
LIBOR rate interest period	1 month
Base rate spread over LIBOR	1.00%
Loan origination fees and issuance costs	3.4
Interest expense amortization period	5 years
Default applicable interest rate on all obligations	2.00%
Interest coverage ratio			3.5
Leverage ratio				3.25
Leverage ratio one year from second quarter of current fiscal year				3.00
Leverage ratio two years from second quarter of current fiscal year				2.75
Credit facility outstanding																13.0	1.0
Guarantee facility, maximum capacity																		15.6
Bank guarantees																		13.3	12.5
Restricted cash	$ 15.3	$ 14.6

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS - Foreign Currency Forward Contract Not Designated as Hedging Instruments (Details) (Not Designated as Hedging Instrument, USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Other Current Assets
Derivatives, Fair Value [Line Items]
Derivatives not designated as hedging instruments, assets	$ 2,508	$ 101
Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivatives not designated as hedging instruments, liabilities	$ 175	$ 130

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Accounts receivable, allowances	$ 5,404	$ 5,606
Common Stock, par value (usd per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	1,200,000,000	1,200,000,000
Common Stock, shares issued	162,435,000	163,698,000
Common Stock, shares outstanding	162,435,000	163,698,000

XML

DEBT AND CREDIT FACILITIES

6 Months Ended

May 31, 2013

Debt And Credit Facilities [Abstract]

DEBT AND CREDIT FACILITIES

DEBT AND CREDIT FACILITIES

Mortgage Note

In connection with the purchase of our corporate headquarters in June 2003, we recorded a $54.0 million mortgage note to a financial institution collateralized by the commercial real property acquired. The mortgage note carried a 20-year amortization and a fixed annual interest rate of 5.50%. In May 2013, we repaid the outstanding balance of $34.7 million in full. The balance on the mortgage note was $35.7 million as of November 30, 2012.

Credit Facility

In December 2011, we and one of our subsidiaries entered into an Amended and Restated Credit Agreement (the “2011 Credit Facility”). In May 2012, we amended certain covenants and other terms of the 2011 Credit Facility. The 2011 Credit Facility matures on December 19, 2016 and provides for borrowings of up to $250.0 million with a sublimit for swing line loans of up to $10.0 million and standby letters of credit in a face amount of up to $50.0 million. We have an option to request that the lenders increase the available commitments by up to an additional $100.0 million for total borrowings of up to $350.0 million.

Revolving loans accrue interest at a per annum rate based on, at our option, either (i) the base rate plus a margin ranging from 0.25% to 1.25%, depending on TIBCO’s consolidated leverage ratio or (ii) the London Interbank Offered Rate (“LIBOR”) rate plus a margin ranging from 1.25% to 2.25%, depending on TIBCO’s consolidated leverage ratio, for various interest periods. The base rate is defined as the highest of (i) the administrative agent’s prime rate, (ii) the federal funds rate plus a margin equal to 0.50%, and (iii) the LIBOR rate for a one month interest period plus a margin of 1.00%. We are also obligated to pay commitment fees for the unused amount of the 2011 Credit Facility, letter of credit fees and other customary fees. Loan origination fees and issuance costs of approximately $3.4 million were incurred since consummation of the 2011 Credit Facility which will be amortized through interest expense over a period of 5 years. Under certain circumstances, a default interest rate of 2.00% above the applicable interest rate will apply on all obligations during the existence of an event of default under the 2011 Credit Facility.

As of the end of the first fiscal quarter of 2013, we were required to maintain a minimum consolidated interest coverage ratio of 3.5:1.0 and a maximum consolidated leverage ratio of 3.25:1.00 in addition to other customary affirmative and negative covenants. The maximum consolidated leverage ratio decreased to 3.00:1.00 at the beginning of the second fiscal quarter of our fiscal year 2013 and will decrease to 2.75:1.00 at the beginning of the second fiscal quarter of our fiscal year 2014. As of May 31, 2013, we were in compliance with all covenants under the 2011 Credit Facility and we had no outstanding borrowings under the 2011 Credit Facility.

Line of Credit

We have a $10.0 million revolving line of credit (the “Line of Credit”) that matures in June 2014. The Line of Credit was amended in June 2013 to lower the total available credit amount from $20.0 million. The Line of Credit is available for cash borrowings and for the issuance of letters of credit up to $10.0 million. The Line of Credit contains financial covenants substantially identical to those of the 2011 Credit Facility, as well as other customary affirmative and negative covenants. As of May 31, 2013, we were in compliance with all covenants under the Line of Credit.

In connection with the mortgage note, we had entered into an irrevocable letter of credit in the amount of $13.0 million collateralized under the Line of Credit. In May 2013, this letter of credit was terminated in connection with the repayment of the mortgage note.

As of May 31, 2013, we had a total of $1.0 million outstanding with respect to letters of credit in connection with sales and lease transactions.

Guarantee Credit Line and Restricted Cash

We have a revolving guarantee credit line of approximately $15.6 million available for the issuance of bank guarantees denominated in foreign currency. Issued bank guarantees were approximately $13.3 million and $12.5 million as of May 31, 2013 and November 30, 2012, respectively, and were collateralized by pledging the equivalent amount under restricted cash as required under our guarantee credit line. Various other contractual commitments also require us to pledge cash as security and record this cash under restricted cash. As of May 31, 2013 and November 30, 2012, we had restricted cash of $15.3 million and $14.6 million, respectively, which is included in Other Assets on our Condensed Consolidated Balance Sheets.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Net income	$ 8,786	$ 26,557	$ 18,319	$ 47,176
Cumulative translation adjustment	(3,916)	(25,087)	(8,497)	(21,526)
Unrealized gain (loss) on available-for-sale securities	101	3	118	(7)
Comprehensive income	4,971	1,473	9,940	25,643
Comprehensive income attributable to noncontrolling interest	(35)	(84)	(155)	(18)
Comprehensive income attributable to TIBCO Software Inc.	$ 5,006	$ 1,557	$ 10,095	$ 25,661

XML

NET INCOME PER SHARE - Computation of Basic and Diluted Net Income Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Earnings Per Share [Abstract]
Net income attributable to TIBCO Software Inc.	$ 8,715	$ 26,492	$ 18,220	$ 47,133
Weighted-average shares of common stock used to compute basic net income per share (in shares)	160,877	160,437	161,199	160,949
Effect of dilutive common stock equivalents:
Stock options (in shares)	4,709	7,140	4,911	7,224
Stock awards (in shares)	1,921	1,879	2,203	1,989
ESPP (in shares)	0	21	7	11
Weighted-average shares of common stock used to compute diluted net income per share (in shares)	167,507	169,477	168,320	170,173
Net income per share attributable to TIBCO Software Inc.:
Basic (usd per share)	$ 0.05	$ 0.17	$ 0.11	$ 0.29
Diluted (usd per share)	$ 0.05	$ 0.16	$ 0.11	$ 0.28

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Current assets:
Cash and cash equivalents	$ 662,769	$ 727,309
Short-term investments	63,785	34,411
Accounts receivable, net of allowances of $5,404 and $5,606	187,703	234,100
Prepaid expenses and other current assets	64,408	61,174
Total current assets	978,665	1,056,994
Property and equipment, net	95,959	98,474
Goodwill	529,016	532,290
Acquired intangible assets, net	110,342	123,261
Long-term deferred income tax assets	80,920	64,549
Other assets	64,463	71,340
Total assets	1,859,365	1,946,908
Current liabilities:
Accounts payable	32,672	22,809
Accrued liabilities	109,562	133,596
Accrued restructuring costs	658	893
Deferred revenue	248,456	263,476
Current portion of long-term debt	0	35,711
Total current liabilities	391,348	456,485
Accrued restructuring costs, less current portion	334	643
Long-term deferred revenue	25,667	25,543
Long-term deferred income tax liabilities	2,545	3,208
Long-term income tax liabilities	31,656	26,263
Other long-term liabilities	4,690	4,015
Convertible senior notes, net	532,139	524,466
Total liabilities	988,379	1,040,623
Commitments and contingencies (Note 10)
Equity:
Common stock, $0.001 par value; 1,200,000 shares authorized; 162,435 and 163,698 shares issued and outstanding	162	164
Additional paid-in capital	887,250	873,337
Accumulated other comprehensive income (loss)	(25,536)	(17,411)
Retained earnings	8,154	49,084
Total TIBCO Software Inc. stockholders’ equity	870,030	905,174
Noncontrolling interest	956	1,111
Total equity	870,986	906,285
Total liabilities and equity	$ 1,859,365	$ 1,946,908

XML

CONVERTIBLE SENIOR NOTES (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended			1 Months Ended	6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012	Nov. 30, 2012	Apr. 30, 2012 Convertible Debt	May 31, 2013 Convertible Debt	May 31, 2013 Fair Value, Inputs, Level 2
Debt Disclosure [Line Items]
Principal amount of senior note						$ 600,000,000
Debt instrument, fixed annual interest rate						2.25%
Principal amount of note						1,000
Convertible senior notes conversion ratio (shares)						19.7750
Convertible senior notes initial conversion price						$ 50.57
Convertible senior notes minimum number of days out of thirty consecutive trading days that common stock price exceeded conversion price							20 days
Convertible senior notes number of consecutive trading days							30 days
Convertible senior notes minimum percentage of conversion price							130.00%
Consecutive trading day period							5 days
Convertible senior notes maximum percentage of trading price							98.00%
Stock observation period							35 days
Payments classification for shares repurchased			81,208,000	188,508,000			121,000,000
Shares repurchased (in shares)			4.0				3.6
Debt effective interest rate							5.50%
Debt discount, before tax						84,600,000	67,900,000
Debt discount, after tax							52,600,000
Convertible senior notes, net	532,139,000		532,139,000		524,466,000		532,100,000
Deferred issuance costs						15,600,000
Deferred issuance costs, liability component						13,400,000
Deferred issuance costs, equity component						2,200,000
Deferred issuance costs, equity component net of tax						1,400,000
Interest expense	8,663,000	4,395,000	17,445,000	5,860,000			7,900,000
Convertible note contractual coupon interest							3,400,000
Amortization of debt discount							3,900,000
Amortization of debt issuance costs							700,000
Convertible senior notes, fair value disclosures								$ 597,000,000

XML

ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS (Tables)

6 Months Ended

May 31, 2013

Restructuring Costs [Abstract]

Accrued Restructuring and Excess Facilities Costs

The following is a summary of activities in accrued restructuring and excess facilities costs for the six months ended May 31, 2013 under this plan (in thousands):

	Accrued Facilities Restructuring			Accrued Severance and Other			Total
As of November 30, 2012	$	1,331		$	205		$	1,536
Restructuring adjustment	190			(205		)	(15		)
Cash utilized	(529		)	—			(529		)
As of May 31, 2013	$	992		$	—		$	992

XML

SUBSEQUENT EVENT

6 Months Ended

May 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENT

Acquisition of StreamBase Systems, Inc.

On June 3, 2013, we acquired StreamBase Systems, Inc. ("StreamBase"), a private company based in Massachusetts and incorporated in the State of Delaware. StreamBase is a provider of high performance event processing and real-time analytics software. We paid approximately $52 million to acquire all of the outstanding shares of capital stock of StreamBase. We have also incurred transaction costs associated with the acquisition. As a result of the acquisition, TIBCO assumed all facility leases, certain liabilities and commitments of StreamBase. Management is currently evaluating the purchase price allocation for this transaction.

2013 Restructuring Plan

In order to achieve cost efficiencies and realign our resources and operations, our Board of Directors approved a restructuring plan initiated by management in June 2013. The restructuring charges were primarily intended to increase efficiencies and reduce redundancies, including those arising from recent acquisitions. The total restructuring costs associated with the 2013 restructuring plan are estimated to approximate $8 million to $10 million and will be presented as restructuring charges in our Condensed Consolidated Statements of Operations for the fiscal quarter ending August 31, 2013. Changes in estimates, if any, will be reflected in our future results of operations. We expect to fulfill our obligations associated with this restructuring no later than 2014.

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS - Forward Contracts Outstanding (Details) In Thousands, unless otherwise specified	May 31, 2013 Usd Denominated Forward Contracts USD ($)	May 31, 2013 Usd Denominated Forward Contracts Australian dollar USD ($)	May 31, 2013 Usd Denominated Forward Contracts Australian dollar AUD	May 31, 2013 Usd Denominated Forward Contracts Brazilian real USD ($)	May 31, 2013 Usd Denominated Forward Contracts Brazilian real BRL	May 31, 2013 Usd Denominated Forward Contracts British pound USD ($)	May 31, 2013 Usd Denominated Forward Contracts British pound GBP (£)	May 31, 2013 Usd Denominated Forward Contracts Euro USD ($)	May 31, 2013 Usd Denominated Forward Contracts Euro EUR (€)	May 31, 2013 Usd Denominated Forward Contracts Japanese yen USD ($)	May 31, 2013 Usd Denominated Forward Contracts Japanese yen JPY (¥)	May 31, 2013 Usd Denominated Forward Contracts Korean won USD ($)	May 31, 2013 Usd Denominated Forward Contracts Korean won KRW	May 31, 2013 Usd Denominated Forward Contracts Polish zloty USD ($)	May 31, 2013 Usd Denominated Forward Contracts Polish zloty PLN	May 31, 2013 Usd Denominated Forward Contracts Singapore dollar USD ($)	May 31, 2013 Usd Denominated Forward Contracts Singapore dollar SGD	May 31, 2013 Usd Denominated Forward Contracts South African rand USD ($)	May 31, 2013 Usd Denominated Forward Contracts South African rand ZAR	May 31, 2013 Usd Denominated Forward Contracts New Taiwan dollar USD ($)	May 31, 2013 Usd Denominated Forward Contracts New Taiwan dollar TWD	May 31, 2013 Usd Denominated Forward Contracts Hong Kong dollar USD ($)	May 31, 2013 Usd Denominated Forward Contracts Hong Kong dollar HKD	May 31, 2013 Usd Denominated Forward Contracts Swiss franc USD ($)	May 31, 2013 Usd Denominated Forward Contracts Swiss franc CHF	May 31, 2013 Euro Denominated Forward Contracts USD ($)	May 31, 2013 Euro Denominated Forward Contracts British pound USD ($)	May 31, 2013 Euro Denominated Forward Contracts British pound EUR (€)	May 31, 2013 Euro Denominated Forward Contracts British pound GBP (£)	May 31, 2013 Euro Denominated Forward Contracts Swedish krona USD ($)	May 31, 2013 Euro Denominated Forward Contracts Swedish krona EUR (€)	May 31, 2013 Euro Denominated Forward Contracts Swedish krona SEK	May 31, 2013 Euro Denominated Forward Contracts United States of America, Dollars USD ($)	May 31, 2013 Euro Denominated Forward Contracts United States of America, Dollars EUR (€)
Derivative [Line Items]
Notional value of forward contracts sold		$ 8,406	8,300	$ 593	1,200	$ 11,980	£ 7,800	$ 73,463	€ 55,700	$ 4,638	¥ 461,000	$ 518	570,000	$ 537	1,700	$ 811	1,000	$ 4,082	37,000	$ 1,048	31,000							€ 2,007	£ 1,700		€ 3,276	28,000	$ 1,300	€ 985
Notional value of forward contracts bought		1,920	2,000	562	1,200	3,036	2,000	19,475	15,000			505	570,000			1,581	2,000					1,289	10,000	1,908	1,800
Forward contracts sold, Fair Value Gain (Loss)		460		34		137		1,280		59		14		21		22		409		12							(25)			(34)			21
Forward contracts bought, Fair Value Gain (Loss)		(5)		(2)		0		(37)				(1)				(2)						0		(30)
Fair Value Gain (Loss)	$ 2,371																									$ (38)

XML

LEGAL PROCEEDINGS (Details)	6 Months Ended	12 Months Ended
	May 31, 2013	Nov. 30, 2012 defendant
Legal Proceedings [Abstract]
Number of companies challenged in underwriting practices in initial public offerings		14
Software license royalty rate	8.00%

XML

BUSINESS COMBINATIONS - Pro Forma Adjusted Summary (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	May 31, 2013	May 31, 2013
Business Combinations [Abstract]
Pro forma adjusted total revenue	$ 250,334	$ 485,870
Pro forma adjusted net income attributable to TIBCO Software Inc.	$ 24,939	$ 42,035
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic (usd per share)	$ 0.16	$ 0.26
Diluted (usd per share)	$ 0.15	$ 0.25

XML

BUSINESS COMBINATIONS - Preliminary Allocation of Purchase Price for Maporama Solutions (Details) (Maporama Solutions, USD $) In Thousands, unless otherwise specified	Mar. 25, 2013
Maporama Solutions
Business Acquisition [Line Items]
Cash	$ 396
Other assets	302
Identifiable intangible assets	4,900
Goodwill	7,050
Liabilities	(4,160)
Deferred Revenue	(351)
Deferred income tax liabilities, net	(1,200)
Total purchase price	$ 6,937

XML

BUSINESS COMBINATIONS - Identifiable Intangible Assets, Mapurama (Details) (Maporama Solutions, USD $) In Thousands, unless otherwise specified	1 Months Ended
	Mar. 25, 2013
Business Acquisition [Line Items]
Gross Amount at Acquisition Date	$ 4,900
Weighted average amortization period	5 years
Customer base
Business Acquisition [Line Items]
Gross Amount at Acquisition Date	1,300
Weighted average amortization period	5 years
Existing technology
Business Acquisition [Line Items]
Gross Amount at Acquisition Date	$ 3,600
Weighted average amortization period	5 years

XML

ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS

6 Months Ended

May 31, 2013

Restructuring Costs [Abstract]

ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS

ACCRUED RESTRUCTURING AND EXCESS FACILITIES COSTS

In order to achieve cost efficiencies and realign our resources and operations, our Board of Directors approved a restructuring plan initiated by management in fiscal year 2011. The following is a summary of activities in accrued restructuring and excess facilities costs for the six months ended May 31, 2013 under this plan (in thousands):

	Accrued Facilities Restructuring			Accrued Severance and Other			Total
As of November 30, 2012	$	1,331		$	205		$	1,536
Restructuring adjustment	190			(205		)	(15		)
Cash utilized	(529		)	—			(529		)
As of May 31, 2013	$	992		$	—		$	992

The remaining accrued excess facilities costs represent the estimated loss on abandoned excess facilities, net of estimated sublease income, which is expected to be paid over the next two years.

XML

SEGMENT INFORMATION - Summary of Property and Equipment by Major Country (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 95,959	$ 98,474
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	82,292	83,516
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	1,014	1,191
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 12,653	$ 13,767

XML

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

May 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contractual Commitments Associated with Indebtedness, Lease Obligations and Restructuring

As of May 31, 2013, contractual commitments associated with indebtedness, lease obligations and restructuring were as follows (in thousands):

	Total		Remainder of 2013		2014		2015		2016		2017		Thereafter
Commitments:
Debt principal	$	600,000	$	—	$	—	$	—	$	—	$	600,000	$	—
Debt interest	54,000		6,750		13,500		13,500		13,500		6,750		—
Operating leases (1)	49,398		5,150		12,078		8,993		7,853		5,964		9,360
Total commitments	$	703,398	$	11,900	$	25,578	$	22,493	$	21,353	$	612,714	$	9,360

(1) Operating leases included future minimum rent payments, net of estimated sublease income, for facilities that we have vacated pursuant to our restructuring activities, as discussed in Note 7.

XML

FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS - Narrative (Details)	6 Months Ended
	May 31, 2013 currency
Fair Value Measurements And Derivative Instruments [Abstract]
Number of foreign currencies	25

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

May 31, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Prepaid Land Lease

In June 2003, we entered into a 51-year lease of the land upon which our corporate headquarters is located. The lease was paid in advance for a total of $28.0 million, subject to potential adjustments every ten years based upon changes in market condition. This prepaid land lease is being amortized using the straight-line method over the life of the lease.

Commitments

At various locations worldwide, we lease office space and equipment under non-cancelable operating leases with various expiration dates through March 2032. Rental expense was $3.9 million and $3.4 million for the three months ended May 31, 2013 and 2012, respectively, and $8.1 million and $7.2 million for the six months ended May 31, 2013 and 2012, respectively.

As of May 31, 2013, contractual commitments associated with indebtedness, lease obligations and restructuring were as follows (in thousands):

	Total		Remainder of 2013		2014		2015		2016		2017		Thereafter
Commitments:
Debt principal	$	600,000	$	—	$	—	$	—	$	—	$	600,000	$	—
Debt interest	54,000		6,750		13,500		13,500		13,500		6,750		—
Operating leases (1)	49,398		5,150		12,078		8,993		7,853		5,964		9,360
Total commitments	$	703,398	$	11,900	$	25,578	$	22,493	$	21,353	$	612,714	$	9,360

(1) Operating leases included future minimum rent payments, net of estimated sublease income, for facilities that we have vacated pursuant to our restructuring activities, as discussed in Note 7.

Future minimum lease payments under restructured non-cancelable operating leases are included in Accrued Restructuring Costs on our Condensed Consolidated Balance Sheets.

The above commitment table does not include approximately $31.7 million of long-term uncertain income tax liabilities due to the fact that we are unable to reasonably estimate the timing of these potential future payments.

Indemnification

Our software license agreements typically provide for indemnification of customers for intellectual property infringement claims. We also warrant to customers that software products operate substantially in accordance with the software product’s specifications. Historically, we have incurred minimal costs related to product warranties, and, as such, no accruals for warranty costs have been made. In addition, we indemnify our officers and directors under the terms of indemnity agreements entered into with them, as well as pursuant to our certificate of incorporation, bylaws and applicable Delaware law.

XML

GOODWILL AND ACQUIRED INTANGIBLE ASSETS

6 Months Ended

May 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND ACQUIRED INTANGIBLE ASSETS

GOODWILL AND ACQUIRED INTANGIBLE ASSETS

The change in the carrying value of goodwill for the six months ended May 31, 2013 is as follows (in thousands):

Balance as of November 30, 2012	$	532,290
Goodwill recorded for the Maporama acquisition	7,050
Post-acquisition goodwill adjustment for the LogLogic acquisition	(1,920		)
Foreign currency translation	(8,404		)
Balance as of May 31, 2013	$	529,016

Certain of our intangible assets were recorded in foreign currencies, and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments. The carrying values of our amortized acquired intangible assets as of May 31, 2013 and November 30, 2012 are as follows (in thousands):

	May 31, 2013							November 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technologies	$	184,496	$	(126,340	)	$	58,156	$	182,152	$	(118,992	)	$	63,160
Maintenance agreements	83,215		(52,790		)	30,425		83,762		(48,481		)	35,281
Customer base	60,569		(46,117		)	14,452		59,525		(43,328		)	16,197
Patents/core technologies	27,726		(24,393		)	3,333		28,295		(24,198		)	4,097
Trademarks	12,583		(8,607		)	3,976		12,777		(8,251		)	4,526
Non-compete agreements	580		(580		)	—		580		(580		)	—
Total intangible assets	$	369,169	$	(258,827	)	$	110,342	$	367,091	$	(243,830	)	$	123,261

XML

BASIS OF PRESENTATION

6 Months Ended

May 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by TIBCO Software Inc. (“TIBCO,” the “Company,” “we” or “us”) in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in Consolidated Financial Statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted in accordance with such rules and regulations. The condensed consolidated balance sheet data as of November 30, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of our financial position and our results of operations and cash flows. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our 2012 Annual Report on Form 10-K for the fiscal year ended November 30, 2012.

Our fiscal year ends on November 30^th of each year. For purposes of presentation, we have indicated the second quarter of fiscal years 2013 and 2012 as ended on May 31, 2013 and May 31, 2012, respectively; whereas in fact, the second quarter of fiscal years 2013 and 2012 actually ended on June 2, 2013 and June 3, 2012, respectively. There were 91 days in the second quarter of both fiscal years 2013 and 2012.

The Condensed Consolidated Financial Statements include the accounts of us and our wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For majority-owned subsidiaries, we reflect the noncontrolling interest of the portion we do not own on our Condensed Consolidated Balance Sheets in Equity and our Condensed Consolidated Statements of Operations.

The results of operations for the three and six months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending November 30, 2013, or any other future period, and we make no representations related thereto.

XML

COMMITMENTS AND CONTINGENCIES - Narrative (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2003	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Original land lease expiration date	51 years
Lease paid in advance	$ 28.0
Prepaid land lease adjustments term	10 years
Rental expense		3.9	3.4	8.1	7.2
Long-term income tax liabilities for uncertainty in income taxes		$ 31.7		$ 31.7

XML

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Change in Carrying Value of Goodwill (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 31, 2013
Goodwill [Roll Forward]
Balance as of November 30, 2012	$ 532,290
Goodwill recorded for the Maporama acquisition	7,050
Foreign currency translation	(8,404)
Balance as of May 31, 2013	529,016
LogLogic, Inc
Goodwill [Roll Forward]
Post-acquisition goodwill adjustment for the LogLogic acquisition	$ (1,920)

XML

SEGMENT INFORMATION (Tables)

6 Months Ended

May 31, 2013

Segment Reporting [Abstract]

Summary of Revenue by Geographic Region

Our revenue, organized by the following geographic regions: (i) Americas; (ii) EMEA; and (iii) APJ, based on the location at which each sale originates, is summarized as follows (in thousands):

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Americas:
United States	$	130,450	$	121,588	$	248,104	$	229,192
Other Americas	12,180		9,860		21,941		19,386
Total Americas	142,630		131,448		270,045		248,578
EMEA:
United Kingdom	18,095		21,929		40,083		46,333
Other EMEA	59,429		62,589		122,865		127,062
Total EMEA	77,524		84,518		162,948		173,395
APJ	25,692		31,397		50,643		51,092
	$	245,846	$	247,363	$	483,636	$	473,065

Summary of Property and Equipment by Major Country

Our property and equipment by major country are summarized as follows (in thousands):

	May 31, 2013		November 30, 2012
Property and equipment, net:
United States	$	82,292	$	83,516
United Kingdom	1,014		1,191
Other	12,653		13,767
	$	95,959	$	98,474

XML

NET INCOME PER SHARE - Anit-Dilutive Effect of Shares Not Included in Computation of Diluted Net Income Per Share (Details)	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share, amount	14,183,000	6,975,000	14,803,000	4,397,000
Number of underlying stock awards granted	11,900,000		11,900,000
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share, amount	1,762,000	1,612,000	1,815,000	1,762,000
Stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share, amount	556,000	17,000	1,123,000	20,000
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share, amount	11,865,000	5,346,000	11,865,000	2,615,000

XML

PROVISION FOR INCOME TAXES

6 Months Ended

May 31, 2013

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES

The effective tax rate was 26% and 21% for the three months ended May 31, 2013 and 2012, respectively, and 14% and 18% for the six months ended May 31, 2013 and 2012, respectively.

In the three months ended May 31, 2013, we recognized a discrete provision of $1.8 million related to estimated withholding taxes in jurisdictions where we do not expect to benefit from a foreign tax credit. We recognize the withholding taxes as discrete items because of the high variability of withholding tax rates by country and the difficulty in forecasting the exact country of future revenue.

In the three months ended February 28, 2013, we recognized certain discrete items of tax expense and benefit of a net of $1.4 million primarily related to a true-up of $1.8 million tax expense for prior period withholding taxes and $3.3 million of tax benefits from retroactive legislative reinstatement of the federal research and development credit. In the three months ended February 28, 2012, we recognized a discrete benefit of $1.8 million tax benefit primarily related to lapses of various statutes of limitations and true-up for prior period withholding taxes. We recognize the withholding taxes as discrete items because of the high variability of withholding tax rates by country and the difficulty in forecasting the exact country of future revenue.

The provision for the six month periods ended May 31, 2013 and 2012 reflects a forecasted annual tax rate of 14% and 16%, respectively, offset by discrete items which are booked in the period they occur. The forecasted tax rate reflects the benefits resulting from the reorganization of certain foreign entities, lower foreign taxes, domestic manufacturing incentives, and federal and state research and development credits (federal research and development credit retroactively reinstated to January 1, 2012), partially offset by the impact of certain stock compensation charges and state income taxes.

On January 2, 2013, the American Taxpayer Relief Act of 2012 (H.R. 8, as amended) was signed into law. This Act extends the federal research and development credit through December 31, 2013. The federal research and development credit was reinstated retroactively to January 1, 2012. The retroactive tax benefit of the federal research and development credit for the eleven months ended November 30, 2012 was recognized as a discrete tax benefit of $3.3 million in the first quarter of fiscal year 2013, the period in which the reinstatement was enacted into law.

We expect to use the single sales factor apportionment for California state taxation, which is expected to lower our future taxable state income. This reduction in taxable income may affect the extent to which we can benefit from $13.5 million (net of reserve for uncertain tax positions) research and development credit carryforwards and $6.2 million net operating loss carryforwards. If we determine that it is more likely than not that we will not be able to fully utilize these carryforwards, we will recognize a valuation allowance against the related deferred tax assets.

During the three months ended May 31, 2013, the amount of gross unrecognized tax benefits increased by approximately $3.6 million primarily due to current period exposures. The total amount of gross unrecognized tax benefits was $61.2 million as of May 31, 2013, of which $43.7 million would benefit tax expense if realized. We elected to include interest expense and penalties accrued on unrecognized tax benefits as a component of our income tax expense. We do not expect any significant changes to the amount of unrecognized tax benefit within the next twelve months.

XML

CONVERTIBLE SENIOR NOTES

6 Months Ended

May 31, 2013

Convertible Senior Notes [Abstract]

CONVERTIBLE SENIOR NOTES

CONVERTIBLE SENIOR NOTES

Description of Convertible Senior Notes

In April 2012, we issued convertible senior notes (the “Notes”) in an aggregate principal amount of $600.0 million due May 1, 2032. The Notes bear interest at a rate of 2.25% per annum. The Notes do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us. Each $1,000 principal amount of Notes is initially convertible, at the option of the holders, at a rate of 19.7750 shares of our common stock, which represents an initial conversion price of approximately $50.57 per share, which is subject to adjustment upon the occurrence of certain events specified in the indenture. On conversion of a Note, we will deliver cash in an amount generally equal to the lesser of the conversion value and the principal amount of each Note and, for any conversion value greater than the principal amount, we will deliver shares of common stock. Holders may convert Notes prior to February 1, 2032, and other than during the period from February 1, 2017 to May 5, 2017, under the following circumstances: (1) if the Notes are called for redemption, at any time prior to the redemption date; (2) during any fiscal quarter, if our last reported sale price of a share of common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (3) during any five consecutive trading day period when the trading price per $1,000 principal amount of Notes is less than 98% of the product of the last reported sale price of a share of common stock and the conversion rate; and (4) upon the occurrence of certain distributions or corporate events as specified in the indenture governing the Notes. From February 1, 2017 to May 5, 2017, and from February 1, 2032 until the maturity date, holders may convert Notes at any time, regardless of the foregoing circumstances.

After May 5, 2017, we may redeem for cash all or part of the Notes. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. Holders may require us to repurchase all or a portion of their Notes on May 5, 2017, May 1, 2022 and May 1, 2027 in cash at a price equal to the principal amount, plus accrued and unpaid interest.

Upon the occurrence of a fundamental change under the indenture for the Notes such as in the event of a change in control, the holders may require us to repurchase all or a portion of their Notes at the principal amount of the Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a change of control, the conversion rate may increase for a holder who elects to convert the Notes. Upon conversion, we will deliver an amount of cash and a number of shares of common stock, if any, equal to the sum of the daily settlement amounts for each daily volume weighted average price in the 35 day observation period for such Note as determined pursuant to the indenture for the Notes.

We used approximately $121.0 million of the net proceeds from the offering to repurchase 3.6 million shares of our common stock concurrently with the offering of the Notes in April 2012.

Accounting of Convertible Senior Notes

Accounting guidance requires that convertible debt that can be settled for cash, such as the Notes, be separated into the liability and equity component at issuance and each be assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the first stated repurchase date on May 5, 2017. We estimated the straight debt borrowing rates at debt origination to be 5.50% for the Notes and determined the debt discount to be $84.6 million. As a result, a conversion premium after tax of $52.6 million was recorded in additional paid-in capital.

As of May 31, 2013, the carrying value of the Notes was $532.1 million, which consisted of $600.0 million outstanding principal amount net of $67.9 million unamortized debt discount.

In connection with the issuance of the Notes, we incurred $15.6 million of issuance costs, which primarily consisted of investment banker fees and legal and other professional service fees. Deferred issuance costs of $13.4 million attributable to the liability component are being amortized to interest expense through May 5, 2017, and $2.2 million ($1.4 million net of tax) of transaction costs attributable to the equity component were netted with the equity component in additional paid-in capital at the issuance date. The deferred debt issuance costs are recorded within other assets in accordance with short- and long-term classification. If the holders require conversion of some or all of the Notes when the conversion requirements are met, we would accelerate amortization of the pro rata share of the unamortized balance of the issuance cost to additional paid-in capital on such date.

For the second quarter ended May 31, 2013, we recognized interest expense of $7.9 million related to the Notes, comprised of $3.4 million for the contractual coupon interest, $3.9 million related to the amortization of debt discount and $0.7 million related to the amortization of deferred debt issuance costs.

The Notes are carried at face value less any unamortized debt discount and also require disclosure of an estimate of fair value (Level 2 of the three-tier value hierarchy). The fair value of the Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the Notes, if available. Otherwise, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of May 31, 2013, the estimated fair value of the Notes was approximately $597.0 million.

XML

STOCK REPURCHASE PROGRAMS

6 Months Ended

May 31, 2013

Equity [Abstract]

STOCK REPURCHASE PROGRAMS

STOCK REPURCHASE PROGRAMS

On April 26, 2013, we announced that our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from March 2012, and the remaining authorized amount of $75.8 million under the March 2012 stock repurchase program was canceled.

During the six months ended May 31, 2013, we repurchased 4.0 million shares for $81.2 million under the stock repurchase program.

In connection with the repurchase activities during the six months ended May 31, 2013, we classified $59.2 million of the excess purchase price over the par value of our common stock to retained earnings.

XML

NET INCOME PER SHARE

6 Months Ended

May 31, 2013

Earnings Per Share [Abstract]

NET INCOME PER SHARE

NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share data):

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Net income attributable to TIBCO Software Inc.	$	8,715	$	26,492	$	18,220	$	47,133
Weighted-average shares of common stock used to compute basic net income per share	160,877		160,437		161,199		160,949
Effect of dilutive common stock equivalents:
Stock options	4,709		7,140		4,911		7,224
Stock awards	1,921		1,879		2,203		1,989
Employee stock purchase program	—		21		7		11
Weighted-average shares of common stock used to compute diluted net income per share	167,507		169,477		168,320		170,173
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.05	$	0.17	$	0.11	$	0.29
Diluted	$	0.05	$	0.16	$	0.11	$	0.28

The following potential common stock equivalents are not included in the diluted net income per share calculation above because their effect was anti-dilutive for the periods indicated (in thousands):

	Three Months Ended May 31,		Six Months Ended May 31,
	2013	2012	2013	2012
Stock options	1,762	1,612	1,815	1,762
Stock awards	556	17	1,123	20
Convertible senior notes	11,865	5,346	11,865	2,615
Total anti-diluted common stock equivalents	14,183	6,975	14,803	4,397

Anti-dilutive potential common stock equivalents for the three and six months ended May 31, 2013 include the 11.9 million shares that could be issued under the Notes if we experience substantial increases in our common stock price. Under the treasury stock method, the Notes will generally have a dilutive impact on net income per share if our average stock price for the period exceeds the conversion price for the Notes. On conversion of a Note, however, we will deliver cash in an amount generally equal to the lesser of the conversion value and the principal amount of each Note and, only for any conversion value greater than the principal amount, we will deliver shares of common stock.

XML

Document and Entity Information	6 Months Ended
	May 31, 2013	Jul. 01, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	TIBCO SOFTWARE INC
Entity Central Index Key	0001085280
Current Fiscal Year End Date	--11-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 02, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		162,510,870

XML

SEGMENT INFORMATION

6 Months Ended

May 31, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

We operate our business in one operating segment: the development and marketing of a suite of infrastructure software. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

Our revenue, organized by the following geographic regions: (i) Americas; (ii) EMEA; and (iii) APJ, based on the location at which each sale originates, is summarized as follows (in thousands):

	Three Months Ended May 31,				Six Months Ended May 31,
	2013		2012		2013		2012
Americas:
United States	$	130,450	$	121,588	$	248,104	$	229,192
Other Americas	12,180		9,860		21,941		19,386
Total Americas	142,630		131,448		270,045		248,578
EMEA:
United Kingdom	18,095		21,929		40,083		46,333
Other EMEA	59,429		62,589		122,865		127,062
Total EMEA	77,524		84,518		162,948		173,395
APJ	25,692		31,397		50,643		51,092
	$	245,846	$	247,363	$	483,636	$	473,065

Our property and equipment by major country are summarized as follows (in thousands):

	May 31, 2013		November 30, 2012
Property and equipment, net:
United States	$	82,292	$	83,516
United Kingdom	1,014		1,191
Other	12,653		13,767
	$	95,959	$	98,474

XML

SEGMENT INFORMATION - Summary of Revenue by Geographic Region (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 245,846	$ 247,363	$ 483,636	$ 473,065
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	130,450	121,588	248,104	229,192
Other Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	12,180	9,860	21,941	19,386
Total Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	142,630	131,448	270,045	248,578
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	18,095	21,929	40,083	46,333
Other EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	59,429	62,589	122,865	127,062
Total EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	77,524	84,518	162,948	173,395
APJ
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 25,692	$ 31,397	$ 50,643	$ 51,092

XML

SEGMENT INFORMATION - Narrative (Details)	6 Months Ended
	May 31, 2013 segment
Segment Reporting [Abstract]
Number of operating segments	1