EXHIBIT 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

INTRODUCTORY NOTE

On June 7, 2004, TIBCO Software, Inc. (“TIBCO”) declared its offer for the shares of Staffware plc (“Staffware”) wholly unconditional and acquired approximately 84.5% of the outstanding Staffware shares in a stock and cash transaction (the “Acquisition”). Between June 7, 2004 and June 25, 2004, additional Staffware shares were tendered into the offer increasing TIBCO’s ownership to approximately 97.6% and on June 25, 2004, TIBCO initiated the compulsory acquisition of all minority shareholdings not already acquired by TIBCO. As consideration for the acquisition of 100% of the outstanding shares of Staffware, TIBCO paid approximately $146.7 million in cash and issued 10.9 million shares of TIBCO’s common stock valued at approximately $92.3 million. TIBCO also incurred an estimated $5.0 million in transaction fees, including legal, valuation and accounting fees. The transaction has been accounted for as a purchase business combination, and the net preliminary purchase price of approximately $244.0 million has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their estimated fair values on the acquisition date.

The following unaudited pro forma combined condensed consolidated financial information gives effect to the acquisition by TIBCO of all of the outstanding shares of Staffware, no minority interest has been presented. The unaudited pro forma condensed combined balance sheet is based on the historical balance sheets of TIBCO and Staffware at May 31, 2004, and has been prepared to reflect the acquisition as if the acquisition of all of the outstanding shares of Staffware had been consummated on May 31, 2004. The unaudited pro forma condensed combined statements of operations combine the results of operations of TIBCO and Staffware for the year ended November 30, 2003 and December 31, 2003, respectively, and the six months ended May 31, 2004, respectively, as if the acquisition had occurred on December 1, 2002. As a result, Staffware’s unaudited condensed statement of operations for the month of December 2003 is included in both unaudited condensed statement of operations for Staffware for the six months ended May 31, 2004 and the twelve months ended December 31, 2003. The unaudited revenue and net income under US GAAP for the month of December 2003 was $10.3 million and $3.1 million, respectively.

The unaudited pro forma condensed combined financial information has been prepared from, and should be read in conjunction with, the respective historical consolidated financial statements of TIBCO and Staffware. TIBCO’s historical consolidated financial statements for the year ended and as of November 30, 2004 can be found in TIBCO’s Annual Report on Form 10-K filed on January 20, 2004 and TIBCO’s historical unaudited condensed consolidated financial statements for the six-months ended and as of May 31, 2004 were filed on Form 10-Q on July 7, 2004. Staffware’s historical consolidated financial statements for the year ended and as of December 31, 2003 are included in this Form 8-K filing.

The historical profit and loss account and balance sheet of Staffware have been prepared in accordance with UK GAAP. For the purpose of presenting the unaudited pro forma condensed combined financial information, the profit and loss account and balance sheet relating to Staffware has been adjusted to conform with US GAAP as described in note 3 to the unaudited pro forma condensed combined financial information. In addition, certain adjustments have been made to the historical financial statements of Staffware to reflect reclassifications to conform with TIBCO’s presentation under US GAAP.

The historical financial statements of Staffware were presented in pounds sterling (£). For the purposes of presenting the unaudited pro forma condensed combined financial information, the adjusted income statements of Staffware for the year ended December 31, 2003 and six-month period ended May 31, 2004, have been translated into US dollars at the average daily closing rate for the year ended December 31, 2003 and six-months ended May 31, 2004. The adjusted balance sheet of Staffware at May 31, 2004 has been translated into US dollars at the closing rate on May 31, 2004.

The preliminary pro forma acquisition adjustments described in note 3 are based on available information and certain assumptions made by TIBCO management and may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information is not intended to represent what TIBCO’s financial position is or results of operations would have been if the acquisition had occurred on those dates or to project TIBCO’s financial position or results of operations for any future period. Since TIBCO and Staffware were not under common control or management for any period presented, the unaudited pro forma condensed combined financial results may not be comparable to, or indicative of, future performance.

1

Unaudited Proforma Condensed Combined Statement of Operations
(in thousands, except per share amounts)
	Six Months Ended
	TIBCO US GAAP 05/31/04		Staffware US GAAP 5/31/04 (note 3)			Pro Forma Adjustments (note 2)			Pro Forma Combined
Revenue:
License revenue	$	86,088	$	14,183		$	—		$	100,271
Service and maintenance revenue		69,562		21,354			—			90,916
Total revenue		155,650		35,537			—			191,187
Cost of revenue		34,809		12,804			2,170	g		49,783
Gross profit		120,841		22,733			(2,170	)		141,404
Operating expenses:
Research and development		26,926		4,912			—			31,838
Sales and marketing		53,471		15,791			—			69,262
General and administrative		10,530		14,841			(6,171	)  j		19,200
Amortization of stock-based compensation		123		45			—			168
Amortization of goodwill and acquired intangibles		982		625			2,913	g		4,520
Total operating expenses		92,032		36,214			(3,258	)		124,988
Income (loss) from operations		28,809		(13,481	)		1,088			16,416
Other income (expense), net		1,773		747			(954	)  a		1,566
Income (loss) before income taxes		30,582		(12,734	)		134			17,982
Provision for (benefit from) income taxes		12,456		(1,466	)		(2,094	)  f		8,896
Net income (loss)	$	18,126	$	(11,268	)	$	2,228		$	9,086
Net income (loss) per share
Basic	$	0.09	$	(0.78	)				$	0.04
Weighted average common shares outstanding		204,002		14,409						214,937
Diluted	$	0.08	$	(0.78	)				$	0.04
Weighted average common shares outstanding		217,555		14,409						228,490

2

Unaudited Proforma Condensed Combined Statement of Operations
(in thousands, except per share amounts)
	12 Months Ended
	TIBCO US GAAP 11/30/03		Staffware US GAAP 12/31/03 (note 3)		Pro Forma Adjustments (note 2)			Pro Forma Combined
Revenue:
License revenue	$	140,509	$	32,721	$	—		$	173,230
Service and maintenance revenue		123,701		37,302		—			161,003
Total revenue		264,210		70,023		—			334,233
Cost of revenue		63,284		20,154		4,340	g		87,778
Gross profit		200,926		49,869		(4,340	)		246,455
Operating expenses:
Research and development		64,075		7,630		—			71,705
Sales and marketing		109,954		23,665		—			133,619
General and administrative		20,261		12,694		—			32,955
Amortization of stock-based compensation		1,063		53		—			1,116
Restructuring charges		1,100		—		—			1,100
Amortization of goodwill and acquired intangibles		1,997		1,262		5,813	g		9,072
Total operating expenses		198,450		45,304		5,813			249,567
Income (loss) from operations		2,476		4,565		(10,153	)		(3,112	)
Other income (expense), net		15,007		1,148		(3,375	)  a		12,780
Income (loss) before income taxes		17,483		5,713		(13,528	)		9,668
Provision for (benefit from) income taxes		6,043		1,194		(4,775	)  f		2,462
Net income (loss)	$	11,440	$	4,519	$	(8,753	)	$	7,206
Net income (loss) per share:
Basic	$	0.05	$	0.31				$	0.03
Weighted average common shares outstanding		211,555		14,446					222,490
Diluted	$	0.05	$	0.30				$	0.03
Weighted average common shares outstanding		222,519		14,969					233,454

3

Unaudited Pro Forma Condensed Combined Balance Sheet
(in thousands)
	TIBCO US GAAP 05/31/04			Staffware US GAAP 5/31/04 (note 3)			Pro Forma Adjustments (note 2)			Pro Forma Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	101,254		$	27,200		$	3,259	a	$	131,713
Short-term investments		278,165			—			—			278,165
Accounts receivable, net		70,528			16,856			—			87,384
Due from related parties		2,598			—			—			2,598
Cash restricted for acquisition		150,000			—			(150,000	)  a		—
Other current assets		16,863			7,220			1,010	c,i		25,093
Total current assets		619,408			51,276			(145,731	)		524,953
Property and equipment, net		115,567			4,625			—			120,192
Other assets		35,725			—			—			35,725
Goodwill		98,691			8,092			159,667	b		266,450
Other acquired intangibles, net		4,510			3,378			64,422	b		72,310
	$	873,901		$	67,371		$	78,358		$	1,019,630
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,969		$	1,864		$	—		$	5,833
Accrued liabilities		47,280			11,260			4,172	c		62,712
Accrued integration and excess facilities costs		38,509			—			6,164	c		44,673
Deferred revenue		49,458			20,820			(8,961	)  d		61,317
Current portion of long term debt		1,666			—			—			1,666
Total current liabilities		140,882			33,944			1,375			176,201
Long term debt		51,009			—			—			51,009
Long term deferred tax liability		—			—			20,340	i		20,340
Stockholders’ equity:
Common stock and additional paid in capital		822,753			59,681			32,589	e,h		915,023
Treasury stock		—			(2,250	)		2,250	e		—
Unearned stock-based compensation		(174	)		—			—			(174	)
Accumulated other comprehensive income (loss)		(267	)		(1,180	)		1,180	e		(267	)
Accumulated deficit		(140,302	)		(22,824	)		20,624	b,e		(142,502	)
Total stockholders’ equity		682,010			33,427			56,643			772,080
Total liabilities and stockholders’ equity	$	873,901		$	67,371		$	78,358		$	1,019,630

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1—PRELIMINARY PURCHASE PRICE

The unaudited pro forma condensed combined consolidated financial information reflect an estimated purchase price of approximately $244.0 million for 100% of the outstanding shares of Staffware plc. The fair value of the TIBCO common stock issued of $8.44 was based on the average market price of TIBCO common stock for two trading days before and after April 22, 2004, the announcement date of the merger. The estimated total purchase price for the acquisition of 100% of the outstanding shares of Staffware plc is as follows (in thousands):

Cash	$	146,741
Fair value of TIBCO common stock to be issued		92,270
Estimated direct acquisition costs		5,011
Total estimated purchase price	$	244,022

The final purchase price is dependent on the actual amount of cash to be paid, the actual number of shares of TIBCO common stock issued and actual direct acquisition costs. Under the purchase method of accounting, the total estimated purchase price is allocated to Staffware’s net tangible and intangible assets based on their estimated fair value as of the date of completion of the acquisition. Based on the estimated purchase price and the preliminary valuation, the preliminary purchase price allocation, which is subject to change based on TIBCO’s final analysis, is as follows (in thousands):

Cash	$	27,200
Tangible assets		28,701
Amortizable intangible assets:
Existing technology		21,700
Patents/core technology		14,200
Maintenance contracts		14,400
Customer relationships		14,000
Trademarks		3,500
In process research and development		2,200
Goodwill		167,760
Total assets acquired		293,661
Liabilities assumed		(29,299	)
Deferred tax liability for acquired intangibles		(20,340	)
Net assets acquired	$	244,022

A preliminary estimate of $67.8 million has been allocated to amortizable intangible assets consisting of existing technology, patents/core technology, maintenance contracts, customer relationships and trademarks with useful lives of between five and eight years.

A preliminary estimate of $167.8 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair market value of the net tangible and amortizable intangible assets acquired. Goodwill will not be amortized and will be tested for impairment at least annually. The preliminary purchase price allocation for Staffware is subject to revision as more detailed analysis is completed and additional information on the fair values of Staffware’s assets and liabilities become available. Any change in the fair value of the net assets of Staffware will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may therefore differ materially from the proforma adjustments presented here.

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Note 2—PRO FORMA ADJUSTMENTS

Certain reclassifications have been made to conform Staffware historical and pro forma amounts to TIBCO’s financial statement presentation.

The accompanying unaudited pro forma combined condensed consolidated financial statements have been prepared as if the merger was completed on May 31, 2004 for balance sheet purposes and as of December 1, 2002 for statements of operations purposes and reflect the following pro forma adjustments:

(a) To reflect the cash portion of the merger of $9.26 per outstanding Staffware share for a total of $146.7 million and the resulting decrease in interest income for the six months ended May 31, 2004 and the year ended November 30, 2003 of $1.0 million and $3.4 million, respectively.

(b) To eliminate the Staffware existing intangible assets, to establish amortizable intangible assets and non-amortizable goodwill and to write-off in-process research and development of $2.2 million acquired on acquisition.

(c) To record $5.0 million of estimated direct acquisition costs, $4.2 million to accrued liabilities and $0.8 million to prepaid assets for costs previously paid, and $6.2 million of estimated integration costs to be incurred as a result of the acquisition. Actual amounts could differ significantly upon completion of the acquisition.

(d) To adjust Staffware deferred revenue to estimated fair value.

(e) To eliminate the historical stockholders’ equity of Staffware of $33.4 million.

(f) To adjust the provision for (benefit from) taxes to reflect the impact of the pro forma adjustments using the relevant statutory tax rate.

(g) To eliminate the amortization of Staffware’s historical intangibles and reflect amortization of the amortizable intangible assets on a straight-line basis resulting from the acquisition. The weighted average life of amortizable intangible assets is approximately 6.3 years.

(h) To record the estimated fair value of TIBCO shares of common stock issued in the acquisition of $92.3 million.

(i) To record a deferred tax liability related to identifiable intangible assets for $20.3 million and to record a deferred tax asset of $1.8 million related to merger and integration costs.

(j) To eliminate costs of $6.2 million incurred by Staffware related to the acquisition by TIBCO.

There were no transactions between TIBCO and Staffware during the periods presented.

The unaudited pro forma combined condensed provision for (benefit from) income taxes may not represent the amounts that would have resulted had TIBCO and Staffware filed consolidated income tax returns during the periods presented.

Based on the finalization of the valuation, purchase price allocation, integration plans and other factors, the pro forma adjustments may change from those presented in these pro forma combined financial statements. A change in the value assigned to long-lived tangible and intangible assets and liabilities could result in a reallocation of the purchase price and a change in the pro forma adjustments. The statement of operations effect of these changes will depend on the nature and amount of the assets or liabilities adjusted.

The statements of operations omit the charge for in-process research and development of $2.2 million and restructuring charges directly related to the acquisition for TIBCO’s excess facilities and integration costs. The amount of these restructuring costs have not yet been determined.

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Note 3—UK GAAP TO US GAAP ADJUSTMENTS

The following table shows a reconciliation of the historical statements of operations of Staffware for the unaudited six months ended May 31, 2004 and the year ended December 31, 2003, prepared in accordance with UK GAAP and in pounds sterling, to the statement of operations under US GAAP and in US dollars included in the Unaudited Pro Forma Condensed Combined Statement of Operations.

The UK to US GAAP adjustments represent the significant adjustments that are required to convert the statement of operations of Staffware to US GAAP and descriptions of the nature of each adjustment as follows:

	Six Months Ended
	Staffware UK GAAP 05/31/04 (note 4)		UK to US GAAP Adjustments		Staffware US GAAP 05/31/04		Staffware US GAAP 05/31/04
	£’000		£’000		£’000		$’000
Revenue:
License revenue	10,974		(3,134	)A	7,840		14,183
Service and maintenance revenue	11,526		277	A	11,803		21,354
Total revenue	22,500		(2,857	)	19,643		35,537
Cost of revenue	7,077		—		7,077		12,804
Gross profit	15,423		(2,857	)	12,566		22,733
Operating expenses:
Research and development	2,715		—		2,715		4,912
Sales and marketing	8,728		—		8,728		15,791
General and administrative	8,059		144	C	8,203		14,841
Amortization of stock-based compensation	—		25	B	25		45
Amortization of goodwill and acquired intangibles	533		(188	)D	345		625
Total operating expenses	20,035		(19	)	20,016		36,214
Loss from operations	(4,612	)	(2,838	)	(7,450	)	(13,481	)
Other income (expense), net	413		—		413		747
Loss before income taxes	(4,199	)	(2,838	)	(7,037	)	(12,734	)
Provision for (benefit from) income taxes	24		(834	)F	(810	)	(1,466	)
Net loss	(4,223	)	(2,004	)	(6,227	)	(11,268	)

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	12 Months Ended
	Staffware UK GAAP 12/31/03 (note 4)	UK to US GAAP Adjustments		Staffware US GAAP 12/31/03	Staffware US GAAP 12/31/03
	£’000	£’000		£’000	$’000
Revenue:
License revenue	21,936	(2,080	)A	19,856	32,721
Service and maintenance revenue	20,773	1,863	A	22,636	37,302
Total revenue	42,709	(217	)	42,492	70,023
Cost of revenue	12,230	—		12,230	20,154
Gross profit	30,479	(217	)	30,262	49,869
Operating expenses:
Research and development	4,630	—		4,630	7,630
Sales and marketing	14,361	—		14,361	23,665
General and administrative	7,638	65	C	7,703	12,694
Amortization of stock-based compensation	—	32	B	32	53
Amortization of goodwill and acquired intangibles	1,062	(296	)D	766	1,262
Total operating expenses	27,691	(199	)	27,492	45,304
Income (loss) from operations	2,788	(18	)	2,770	4,565
Other income (expense), net	697	—		697	1,148
Income (loss) before income taxes	3,485	(18	)	3,467	5,713
Provision for (benefit from) income taxes	1,261	(536	)F	725	1,194
Net income	2,224	518		2,742	4,519

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The following table shows a reconciliation of the historical balance sheet of Staffware, prepared in accordance with UK GAAP and in pounds sterling, to the balance sheet under US GAAP and in US dollars included in the Unaudited Pro Forma Condensed Combined Balance Sheet.

The UK to US GAAP adjustments represent the material adjustments that are required to convert the balance sheet of Staffware to US GAAP and descriptions of the nature each adjustment follows.

	Staffware UK GAAP 05/31/04		UK to US GAAP Adjustments		Staffware US GAAP 05/31/04		Staffware US GAAP 05/31/04
	£’000		£’000		£’000		$’000
ASSETS
Current Assets:
Cash and cash equivalents	14,836		—		14,836		27,200
Accounts receivable, net	9,193		—		9,193		16,856
Other current assets	2,900		1,038	F	3,938		7,220
Total current assets	26,929		1,038		27,967		51,276
Property and equipment, net	2,523		—		2,523		4,625
Other assets	1,227		(1,227	)E	—		—
Goodwill	6,228		(1,814	)D	4,414		8,092
Other acquired intangibles, net	—		1,842	D	1,842		3,378
Total assets	36,907		(161	)	36,746		67,371
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	1,016		—		1,016		1,864
Accrued liabilities	5,716		426	C,F	6,142		11,260
Deferred revenue	7,220		4,136	A	11,356		20,820
Total current liabilities	13,952		4,562		18,514		33,944
Stockholders’ equity:
Common stock and additional paid in capital	32,495		57	B	32,552		59,681
Treasury stock	—		(1,227	)E	(1,227	)	(2,250	)
Unearned stock-based compensation	—		—		—		—
Accumulated other comprehensive income	(485	)	(159	)D	(644	)	(1,180	)
Accumulated deficit	(9,055	)	(3,394	)A,B,C,D,F	(12,449	)	(22,824	)
Total stockholders’ equity	22,955		(4,723	)	18,232		33,427
Total liabilities and stockholders’ equity	36,907		(161	)	36,746		67,371

(A) To adjust revenue recognized in accordance with US GAAP.

(B) To record stock based compensation in accordance with US GAAP.

(C) To record vacation pay accrual in accordance with US GAAP.

(D) To eliminate amortisation of goodwill and separately record definite life intangibles and record amortization on these definite life intangibles.

(E) To record investment in Staffware’s own shares as treasury stock as per US GAAP.

(F) To record the tax impact of the above adjustments.

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Note 4—Reclassifications to Staffware Financial Statement Presentation

Reclassifications have been made to the underlying Staffware statement of operations prepared under UK GAAP to conform to TIBCO’s statement of operations presentation. The reclassifications made to Staffware’s statement of operations to conform to TIBCO’s presentation and descriptions of the reclassifications are as follows:

	Six Months Ended
	Staffware UK GAAP					Staffware UK GAAP
	UK Presentation 5/31/04		Presentation Adjustments			US Presentation 5/31/04
	£’000		£’000			£’000
	(unaudited)		(unaudited)			(unaudited)
Turnover	22,500		(22,500	)	a
License Revenue			10,974		a	10,974
Service and maintenance revenue			11,526		a	11,526
Total revenue	22,500		—			22,500
Cost of revenue			7,077		b	7,077
Gross profit			(7,077	)		15,423
Operating Expenses	27,112		(27,112	)	b
Research and development			2,715		b	2,715
Sales and marketing			8,728		b	8,728
General and administrative			8,059		b	8,059
Amortization of goodwill and acquired intangibles			533		b	533
Total operating expenses	27,112		(7,077	)		20,035
Loss from operations	(4,612	)	—			(4,612	)
Interest receivable and similar income	420		(420	)	c
Interest payable and similar charges	(7	)	7		c
Other income (expense), net			413		c	413
Loss before income tax	(4,199	)	—			(4,199	)
Provision for income tax	24		—			24
Net loss	(4,223	)	—			(4,223	)

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	12 Months Ended
	Staffware UK GAAP				Staffware UK GAAP
	UK Presentation 12/31/03		Presentation Adjustments		US Presentation 12/31/03
	£’000		£’000		£’000
			(unaudited)		(unaudited)
Turnover	42,709		(42,709	)  a
License Revenue			21,936	a	21,936
Service and maintenance revenue			20,773	a	20,773
Total revenue	42,709		—		42,709
Cost of revenue			12,230	b	12,230
Gross profit			(12,230	)	30,479
Operating Expenses	39,921		(39,921	)  b
Research and development			4,630	b	4,630
Sales and marketing			14,361	b	14,361
General and administrative			7,638	b	7,638
Amortization of goodwill and acquired intangibles			1,062	b	1,062
Total operating expenses	39,921		(12,230	)	27,691
Loss from operations	2,788		—		2,788
Interest receivable and similar income	722		(722	)  c
Interest payable and similar charges	(25	)	25	c
Other income (expense), net			697	c	697
Income before income taxes	3,485		—		3,485
Provision for income taxes	1,261		—		1,261
Net income	2,224		—		2,224

(a) Reclassification to present license revenue and service and maintenance revenue separately.

(b) Reclassification of operating expenses to reallocate the expenses to cost of revenue, research and development, sales and marketing, general and administrative and amortization of goodwill and acquired intangibles.

(c) Reclassification to record interest income and interest expense, net.

11